(b) Securities Law Compliance. Investor has been advised that the Notes and the underlying securities have not been registered under the Securities Act of 1933 , as amended (the Securities Act), or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Investor is aware that the Company is under no obligation to effect any such registration with respect to the Notes or the underlying securities or to file for or comply with any exemption from registration. Investor has not been formed solely for the purpose of making this investment and is purchasing the Notes for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. Investor has such knowledge and experience in financial and business matters that Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing Investors financial condition and is able to bear the economic risk of such investment for an indefinite period of time. Investor is an accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act and shall submit to the Company such further assurances of such status as may be reasonably requested by the Company.

( b ) Securities Law Compliance . Investor has been advised that the Notes and the underlying securities have not been registered under the Securities Act of 1933 , as amended ( the Securities Act ) , or any state securities laws and , therefore , cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available . Investor is aware that the Company is under no obligation to effect any such registration with respect to the Notes or the underlying securities or to file for or comply with any exemption from registration . Investor has not been formed solely for the purpose of making this investment and is purchasing the Notes for its own account for investment , not as a nominee or agent , and not with a view to , or for resale in connection with , the distribution thereof , and Investor has no present intention of selling , granting any participation in , or otherwise distributing the same . Investor has such knowledge and experience in financial and business matters that Investor is capable of evaluating the merits and risks of such investment , is able to incur a complete loss of such investment without impairing Investors financial condition and is able to bear the economic risk of such investment for an indefinite period of time . Investor is an accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act and shall submit to the Company such further assurances of such status as may be reasonably requested by the Company .


(d) Funding. The Company shall have received an aggregate amount of $2,000,000 from the Investors.

( d ) Funding . The Company shall have received an aggregate amount of $ 2 , 000 , 000 from the Investors .


| INVESTORS: ---|--- | | | The Musculoskeletal Transplant Foundation | Name of Investor | | | By: | | Name: | | Title: | | | | Hankey Capital, LLC | Name of Investor | | | By: | | Name: | | Title: | | | | COMPANY: | | | Bone Biologics Corporation | | | By: | | Name: | | | Authorized Signatory | Title: |

| INVESTORS : - - - | - - - | | | The Musculoskeletal Transplant Foundation | Name of Investor | | | By : | | Name : | | Title : | | | | Hankey Capital , LLC | Name of Investor | | | By : | | Name : | | Title : | | | | COMPANY : | | | Bone Biologics Corporation | | | By : | | Name : | | | Authorized Signatory | Title : |


[ Texas South Energy, Inc. 8-K](txso-8k_010417.htm)

[ Texas South Energy , Inc . 8-K ] ( txso-8k_010417 . htm )


TEXAS SOUTH ENERGY, INC.,< br/>

TEXAS SOUTH ENERGY , INC . , & lt ; br / & gt ;


Dated as of January 4, 2017 <sup>


This Asset Purchase Agreement , dated as of January 4, 2017 and effective January 1, 2017, is entered into by and among Texas South Energy, Inc. , a Texas corporation (Buyer), Sydson Resources, L.P., a Texas limited partnership (Sydson Resources), and Sydson Energy, Inc. , a Texas corporation (Sydson Energy and collectively with Sydson Resources, the Seller).

This Asset Purchase Agreement , dated as of January 4 , 2017 and effective January 1 , 2017 , is entered into by and among Texas South Energy , Inc . , a Texas corporation ( Buyer ) , Sydson Resources , L . P . , a Texas limited partnership ( Sydson Resources ) , and Sydson Energy , Inc . , a Texas corporation ( Sydson Energy and collectively with Sydson Resources , the Seller ) .


The Seller recognizes that the purchase of the Securities involves a high degree of risk including, but not limited to, the following: (a) the Buyer has a limited operating history with a history of losses and requires additional funds to conduct its business; (b) an investment in the Buyer is highly speculative, and only investors who can afford the loss of their entire investment should consider investing in the Buyer and the Securities; (c) the Seller may not be able to liquidate its investment; (d) transferability of the Securities is extremely limited and the Buyer will not be registering the resale of the Shares; (e) in the event of a disposition, the Seller could sustain the loss of its entire investment; (f) the Buyer has not paid any dividends since its inception and does not anticipate paying any dividends; and (g) the Buyer may issue additional securities in the future which have rights and preferences that are senior to those of the Securities. Without limiting the generality of the representations set forth in Section 1.5 below, the Seller represents that the Seller has carefully reviewed all of the Buyers filings made with the Securities and Exchange Commission (SEC) pursuant to the Securities Exchange Act of 1934 , as amended (Exchange Act) through the date of execution hereof (SEC Filings) and has had the opportunity to ask management any questions regarding the SEC Filings.

The Seller recognizes that the purchase of the Securities involves a high degree of risk including , but not limited to , the following : ( a ) the Buyer has a limited operating history with a history of losses and requires additional funds to conduct its business ; ( b ) an investment in the Buyer is highly speculative , and only investors who can afford the loss of their entire investment should consider investing in the Buyer and the Securities ; ( c ) the Seller may not be able to liquidate its investment ; ( d ) transferability of the Securities is extremely limited and the Buyer will not be registering the resale of the Shares ; ( e ) in the event of a disposition , the Seller could sustain the loss of its entire investment ; ( f ) the Buyer has not paid any dividends since its inception and does not anticipate paying any dividends ; and ( g ) the Buyer may issue additional securities in the future which have rights and preferences that are senior to those of the Securities . Without limiting the generality of the representations set forth in Section 1 . 5 below , the Seller represents that the Seller has carefully reviewed all of the Buyers filings made with the Securities and Exchange Commission ( SEC ) pursuant to the Securities Exchange Act of 1934 , as amended ( Exchange Act ) through the date of execution hereof ( SEC Filings ) and has had the opportunity to ask management any questions regarding the SEC Filings .


Litigation. There is no Action which adversely affects or challenges the legality, validity or enforceability of any of the Agreement or the Securities. Neither the Buyer nor any director or officer thereof (in his or her capacity as such with respect to the Buyer), is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. To the knowledge of the Buyer, there is not pending any investigation by the SEC involving the Buyer or any current director or officer of the Buyer (in his capacity as such). The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Buyer under the Exchange Act or the Securities Act.< br/>

Litigation . There is no Action which adversely affects or challenges the legality , validity or enforceability of any of the Agreement or the Securities . Neither the Buyer nor any director or officer thereof ( in his or her capacity as such with respect to the Buyer ) , is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty . To the knowledge of the Buyer , there is not pending any investigation by the SEC involving the Buyer or any current director or officer of the Buyer ( in his capacity as such ) . The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Buyer under the Exchange Act or the Securities Act . & lt ; br / & gt ;


Buyer shall wire $325,000 to Thyssen Petroleum USA, LLC (or its affiliate) concurrent with receipt of the deliverables set forth in Section 5.1(f).

Buyer shall wire $ 325 , 000 to Thyssen Petroleum USA , LLC ( or its affiliate ) concurrent with receipt of the deliverables set forth in Section 5 . 1 ( f ) .


Governing Law. This Agreement and all transactions contemplated hereby shall be governed, construed and enforced in accordance with the laws of the State of Texas , without giving effect to the conflict of laws provisions thereof, and any action or proceeding seeking to enforce any provision of this Agreement. The venue shall be Harris County, Texas.

Governing Law . This Agreement and all transactions contemplated hereby shall be governed , construed and enforced in accordance with the laws of the State of Texas , without giving effect to the conflict of laws provisions thereof , and any action or proceeding seeking to enforce any provision of this Agreement . The venue shall be Harris County , Texas .


Texas South Energy, Inc.


EX-10.2 3 f8k032117ex10ii_nightfood.htm SECURITIES PURCHASE AGREEMENT - EMA FINANCIAL, LLC

EX-10 . 2 3 f8k032117ex10ii_nightfood . htm SECURITIES PURCHASE AGREEMENT - EMA FINANCIAL , LLC


w)Foreign Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other person acting on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company, used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977 , as amended, or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

w ) Foreign Corrupt Practices . Neither the Company , nor any of its Subsidiaries , nor any director , officer , agent , employee or other person acting on behalf of the Company or any Subsidiary has , in the course of his actions for , or on behalf of , the Company , used any corporate funds for any unlawful contribution , gift , entertainment or other unlawful expenses relating to political activity ; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds ; violated or is in violation of any provision of the U . S . Foreign Corrupt Practices Act of 1977 , as amended , or made any bribe , rebate , payoff , influence payment , kickback or other unlawful payment to any foreign or domestic government official or employee .


EMA Financial , LLC


(a) The securities represented hereby may not be transferred unless (i) such securities have been registered for sale pursuant to the Securities Act of 1933 , as amended, (ii) such securities may be sold pursuant to Rule 144(i), or (iii) the Company has received an opinion of counsel reasonably satisfactory to it that such transfer may lawfully be made without registration under the Securities Act of 1933 or qualification under applicable state securities laws.

( a ) The securities represented hereby may not be transferred unless ( i ) such securities have been registered for sale pursuant to the Securities Act of 1933 , as amended , ( ii ) such securities may be sold pursuant to Rule 144 ( i ) , or ( iii ) the Company has received an opinion of counsel reasonably satisfactory to it that such transfer may lawfully be made without registration under the Securities Act of 1933 or qualification under applicable state securities laws .


Beverly Hills, CA 90212


GHS Investments, LLC <sup>


8.10 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Nevada , without regard to principles of conflicts of law. Each of the parties hereto irrevocably submit to the exclusive jurisdiction of the state and federal courta sitting in New York City, New York over any action or proceeding arising out of or relating to this Agreement and the parties hereto hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such court. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The parties hereto further waive any objection to venue in the State of New York and any objection to an action or proceeding in the State of New York on the basis of forum non conveniens.

8 . 10 Governing Law ; Consent to Jurisdiction ; Waiver of Jury Trial . This Agreement shall be governed by , and construed in accordance with , the internal laws of the State of Nevada , without regard to principles of conflicts of law . Each of the parties hereto irrevocably submit to the exclusive jurisdiction of the state and federal courta sitting in New York City , New York over any action or proceeding arising out of or relating to this Agreement and the parties hereto hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such court . The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law . The parties hereto further waive any objection to venue in the State of New York and any objection to an action or proceeding in the State of New York on the basis of forum non conveniens .


EX-10.13 26 abh_ex1013.htm ASSET PURCHASE AGREEMENT


(i) At the Closing, Buyer or Buyer Licensee will deliver to Seller a $100,000 aggregate principal amount in the form of a convertible equity security (Convertible Equity Security) and will also deliver to Steven J. Rychnovsky as Sellers Designee, a $100,000 aggregate principal amount in the form of a second Convertible Equity Security. The combined total amount of all such Convertible Equity Securities will be $200,000 and will fully satisfy that $200,000 convertible debenture referenced in that Option to Purchase Assets Agreement, dated August 27, 2009, by and between Seller and Buyer. Each Convertible Equity Security shall carry a simple interest rate of 8% accruing from the Effective Date and shall be converted (including any interest that is accrued and unpaid as of the date of conversion) on the date of the Payment Equity Financing of (A) the Buyer or (B) the Buyer Licensee. This conversion shall be the sole means of payment of the Convertible Equity Security, unless at Buyers sole discretion, Buyer chooses to pay cash in whole or in part.

( i ) At the Closing , Buyer or Buyer Licensee will deliver to Seller a $ 100 , 000 aggregate principal amount in the form of a convertible equity security ( Convertible Equity Security ) and will also deliver to Steven J . Rychnovsky as Sellers Designee , a $ 100 , 000 aggregate principal amount in the form of a second Convertible Equity Security . The combined total amount of all such Convertible Equity Securities will be $ 200 , 000 and will fully satisfy that $ 200 , 000 convertible debenture referenced in that Option to Purchase Assets Agreement , dated August 27 , 2009 , by and between Seller and Buyer . Each Convertible Equity Security shall carry a simple interest rate of 8 % accruing from the Effective Date and shall be converted ( including any interest that is accrued and unpaid as of the date of conversion ) on the date of the Payment Equity Financing of ( A ) the Buyer or ( B ) the Buyer Licensee . This conversion shall be the sole means of payment of the Convertible Equity Security , unless at Buyers sole discretion , Buyer chooses to pay cash in whole or in part .


(c) Unless earlier terminated, either Buyer shall pay, or any Buyer Licensee shall pay, but not both, to Seller a single royalty equal to six percent (6.0%) of Net Sales during the Royalty Term and shall pay to Sellers Designee a single royalty equal to one and one-half percent (1. 5% ) of Net Sales during the Royalty Term. Buyer Licensee shall pay the royalty directly or indirectly through Buyer. The payments due under this Section 1.3(c) shall be paid within thirty (30) days of the end of each calendar quarter during which revenue is collected. Royalties on Net Sales under this Section 1.3(c) will be payable on a Product-by-Product and country-by-country basis, commencing on the first commercial sale of a Finished Product in a country until the later of (i) the invalidation, revocation, lapse or expiration of the last to expire Valid Claim of any Patent that would be infringed by the sale of such Finished Product in such country or (ii) the expiration of any Regulatory Exclusivity Period for such Product in such country (the Royalty Term). The Royalty Term will include only that period for which the Buyer, Buyer Licensee or their designee, holds exclusive marketing rights in the relevant . jurisdiction for the Acquired Assets, or products derived from the Acquired Assets, as a result of a legal right received as part of this Asset Purchase Agreement by Data Exclusivity, Orphan Drug Exclusivity or Patent Protection. However, patents which may be in force but which do not provide marketing exclusivity will not be included in the determination of royalties to be paid to Seller under this agreement.

( c ) Unless earlier terminated , either Buyer shall pay , or any Buyer Licensee shall pay , but not both , to Seller a single royalty equal to six percent ( 6 . 0 % ) of Net Sales during the Royalty Term and shall pay to Sellers Designee a single royalty equal to one and one-half percent ( 1 . 5 % ) of Net Sales during the Royalty Term . Buyer Licensee shall pay the royalty directly or indirectly through Buyer . The payments due under this Section 1 . 3 ( c ) shall be paid within thirty ( 30 ) days of the end of each calendar quarter during which revenue is collected . Royalties on Net Sales under this Section 1 . 3 ( c ) will be payable on a Product-by-Product and country-by-country basis , commencing on the first commercial sale of a Finished Product in a country until the later of ( i ) the invalidation , revocation , lapse or expiration of the last to expire Valid Claim of any Patent that would be infringed by the sale of such Finished Product in such country or ( ii ) the expiration of any Regulatory Exclusivity Period for such Product in such country ( the Royalty Term ) . The Royalty Term will include only that period for which the Buyer , Buyer Licensee or their designee , holds exclusive marketing rights in the relevant . jurisdiction for the Acquired Assets , or products derived from the Acquired Assets , as a result of a legal right received as part of this Asset Purchase Agreement by Data Exclusivity , Orphan Drug Exclusivity or Patent Protection . However , patents which may be in force but which do not provide marketing exclusivity will not be included in the determination of royalties to be paid to Seller under this agreement .


St. Cloud Investments, LLC


660 Newport Center Drive, Suite 1600


This Securities Purchase Agreement (this Agreement) is dated as of January27, 2017 , between Pulmatrix, Inc . a Delaware corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively the Purchasers).

This Securities Purchase Agreement ( this Agreement ) is dated as of January27 , 2017 , between Pulmatrix , Inc . a Delaware corporation ( the Company ) , and each purchaser identified on the signature pages hereto ( each , including its successors and assigns , a Purchaser and collectively the Purchasers ) .


Company Counsel means Haynes and Boone, LLP, with offices located at 30 Rockefeller Plaza, 26th Floor, New York, NY 10112.

Company Counsel means Haynes and Boone , LLP , with offices located at 30 Rockefeller Plaza , 26th Floor , New York , NY 10112 .


Transfer Agent means Vstock Transfer, LLC , the current transfer agent of the Company, with a mailing address of 18 Lafayette Place, Woodmere, NY 11598 and a facsimile number of (646) 536-3179 , and any successor transfer agent of the Company.

Transfer Agent means Vstock Transfer , LLC , the current transfer agent of the Company , with a mailing address of 18 Lafayette Place , Woodmere , NY 11598 and a facsimile number of ( 646 ) 536-3179 , and any successor transfer agent of the Company .


(v)the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).< br/>

( v ) the Prospectus and Prospectus Supplement ( which may be delivered in accordance with Rule 172 under the Securities Act ) . & lt ; br / & gt ;


(s)Sarbanes-Oxley; Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements of the Sarbanes- Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i)transactions are executed in accordance with managements general or specific authorizations, (ii)transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii)access to assets is permitted only in accordance with managements general or specific authorization, and (iv)the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time

( s ) Sarbanes-Oxley ; Internal Accounting Controls . The Company and the Subsidiaries are in compliance with any and all applicable requirements of the Sarbanes - Oxley Act of 2002 that are effective as of the date hereof , and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date . The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that : ( i ) transactions are executed in accordance with managements general or specific authorizations , ( ii ) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability , ( iii ) access to assets is permitted only in accordance with managements general or specific authorization , and ( iv ) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences . The Company and the Subsidiaries have established disclosure controls and procedures ( as defined in Exchange Act Rules 13a-15 ( e ) and 15d-15 ( e ) ) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded , processed , summarized and reported , within the time


(u)Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Shares, will not be or be an Affiliate of, an investment company within the meaning of the Investment Company Act of 1940 , as amended. The Company shall conduct its business in a manner so that it will not become an investment company subject to registration under the Investment Company Act of 1940 , as amended.

( u ) Investment Company . The Company is not , and is not an Affiliate of , and immediately after receipt of payment for the Shares , will not be or be an Affiliate of , an investment company within the meaning of the Investment Company Act of 1940 , as amended . The Company shall conduct its business in a manner so that it will not become an investment company subject to registration under the Investment Company Act of 1940 , as amended .


(cc)Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other person acting on behalf of the Company or any Subsidiary, has (i)directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii)made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii)failed to disclose fully any contribution made by

( cc ) Foreign Corrupt Practices . Neither the Company nor any Subsidiary , nor to the knowledge of the Company or any Subsidiary , any agent or other person acting on behalf of the Company or any Subsidiary , has ( i ) directly or indirectly , used any funds for unlawful contributions , gifts , entertainment or other unlawful expenses related to foreign or domestic political activity , ( ii ) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds , ( iii ) failed to disclose fully any contribution made by


(kk)Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956 , as amended (the BHCA) and to regulation by the Board of Governors of the Federal Reserve System (the Federal Reserve). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

( kk ) Bank Holding Company Act . Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956 , as amended ( the BHCA ) and to regulation by the Board of Governors of the Federal Reserve System ( the Federal Reserve ) . Neither the Company nor any of its Subsidiaries or Affiliates owns or controls , directly or indirectly , five percent ( 5 % ) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve . Neither the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve .


(c)Purchaser Status. At the time such Purchaser was offered the Shares, it was, and as of the date hereof it is either: (i)an accredited investor as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii)a qualified institutional buyer as defined in Rule 144A(a) under the Securities Act.< br/>

( c ) Purchaser Status . At the time such Purchaser was offered the Shares , it was , and as of the date hereof it is either : ( i ) an accredited investor as defined in Rule 501 ( a ) ( 1 ) , ( a ) ( 2 ) , ( a ) ( 3 ) , ( a ) ( 7 ) or ( a ) ( 8 ) under the Securities Act or ( ii ) a qualified institutional buyer as defined in Rule 144A ( a ) under the Securities Act . & lt ; br / & gt ;


Business Day means any day except Saturday, Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

Business Day means any day except Saturday , Sunday , any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close .


Company Counsel means Sichenzia Ross Ference Kesner LLP, 61 Broadway, New York, New York 10006.

Company Counsel means Sichenzia Ross Ference Kesner LLP , 61 Broadway , New York , New York 10006 .


(iv) The Purchaser is aware that the Companys prior auditing firm has indicated that it will not provide a consent to use the Companys audited financial statements for the fiscal year 2014 unless certain conditions are met, which could affect the Companys ability to timely file certain reports required under the Exchange Act.< br/>

( iv ) The Purchaser is aware that the Companys prior auditing firm has indicated that it will not provide a consent to use the Companys audited financial statements for the fiscal year 2014 unless certain conditions are met , which could affect the Companys ability to timely file certain reports required under the Exchange Act . & lt ; br / & gt ;


THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN RECOMMENDED, APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE MEMORANDUM OR THIS SECURITIES PURCHASE AGREEMENT . ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT , OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS . THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM . THE SECURITIES HAVE NOT BEEN RECOMMENDED , APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION , ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY , NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE MEMORANDUM OR THIS SECURITIES PURCHASE AGREEMENT . ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL


(c) Certificates evidencing the shares of Securities shall be eligible for removal of the restrictive legend, (a) following any sale of such shares of Securities pursuant to Rule 144, or (b) if such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Securities and without volume or manner-of-sale restrictions, (c) following any sale of such shares of Securities, pursuant to the plan of distribution in an effective registration statement (in compliance with any prospectus delivery requirements), or (d) if such legend is not required under applicable requirements of the Securities Act ( including judicial interpretations and pronouncements issued by the staff of the Commission) (the Removal Date). The Company shall cause its counsel to issue a legal opinion to its transfer agent promptly after the Removal Date if required by the transfer agent to effect the removal of the legend hereunder as permitted by applicable law then in effect. The Company agrees that following the Removal Date, it will, no later than five (5) trading days following the delivery by a Purchaser to the Company or the transfer agent of a certificate representing the Securities, as the case may be, issued with a restrictive legend, together with any reasonable certifications requested by the Company, the Companys counsel or the transfer agent (such fifth (5th) trading day, the Legend Removal Date), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the transfer agent that enlarge the restrictions on transfer set forth herein. Certificates for Securities subject to legend removal hereunder shall be transmitted by the transfer agent to the Purchaser by crediting the account of the Purchasers prime broker with the Depository Trust Company System as directed by such Purchaser if the transfer agent is then a participant in such system and the Company is eligible to use such system and as directed by such Purchaser if either (i) there is an effective registration statement permitting the resale of such Securities by the Purchaser (and the Purchaser provides the Company or the Companys counsel with any requested certifications with respect to future sales of such shares) or (ii) the shares are eligible for resale by the Purchaser under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Securities and without volume or manner-of-sale restrictions.

( c ) Certificates evidencing the shares of Securities shall be eligible for removal of the restrictive legend , ( a ) following any sale of such shares of Securities pursuant to Rule 144 , or ( b ) if such Securities are eligible for sale under Rule 144 , without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Securities and without volume or manner-of-sale restrictions , ( c ) following any sale of such shares of Securities , pursuant to the plan of distribution in an effective registration statement ( in compliance with any prospectus delivery requirements ) , or ( d ) if such legend is not required under applicable requirements of the Securities Act ( including judicial interpretations and pronouncements issued by the staff of the Commission ) ( the Removal Date ) . The Company shall cause its counsel to issue a legal opinion to its transfer agent promptly after the Removal Date if required by the transfer agent to effect the removal of the legend hereunder as permitted by applicable law then in effect . The Company agrees that following the Removal Date , it will , no later than five ( 5 ) trading days following the delivery by a Purchaser to the Company or the transfer agent of a certificate representing the Securities , as the case may be , issued with a restrictive legend , together with any reasonable certifications requested by the Company , the Companys counsel or the transfer agent ( such fifth ( 5th ) trading day , the Legend Removal Date ) , deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends . The Company may not make any notation on its records or give instructions to the transfer agent that enlarge the restrictions on transfer set forth herein . Certificates for Securities subject to legend removal hereunder shall be transmitted by the transfer agent to the Purchaser by crediting the account of the Purchasers prime broker with the Depository Trust Company System as directed by such Purchaser if the transfer agent is then a participant in such system and the Company is eligible to use such system and as directed by such Purchaser if either ( i ) there is an effective registration statement permitting the resale of such Securities by the Purchaser ( and the Purchaser provides the Company or the Companys counsel with any requested certifications with respect to future sales of such shares ) or ( ii ) the shares are eligible for resale by the Purchaser under Rule 144 , without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Securities and without volume or manner-of-sale restrictions .


This Stock Purchase Agreement (this Agreement) is dated as of January 17, 2017 , by and among Riverview Financial Corporation , a Pennsylvania corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively, the Purchasers).

This Stock Purchase Agreement ( this Agreement ) is dated as of January 17 , 2017 , by and among Riverview Financial Corporation , a Pennsylvania corporation ( the Company ) , and each purchaser identified on the signature pages hereto ( each , including its successors and assigns , a Purchaser and collectively , the Purchasers ) .


A. The Company and each Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933 ( the Securities Act ) and Rule 506 of Regulation D (Regulation D) as promulgated by the United States Securities and Exchange Commission (the Commission) under the Securities Act .< br/>

A . The Company and each Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4 ( a ) ( 2 ) of the Securities Act of 1933 ( the Securities Act ) and Rule 506 of Regulation D ( Regulation D ) as promulgated by the United States Securities and Exchange Commission ( the Commission ) under the Securities Act . & lt ; br / & gt ;


Business Day means a day, other than a Saturday or Sunday, on which banks in the Commonwealth of Pennsylvania are open for the general transaction of business.

Business Day means a day , other than a Saturday or Sunday , on which banks in the Commonwealth of Pennsylvania are open for the general transaction of business .


Control (including the terms controlling, controlled by or under common control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise for purposes of the BHCA or the CIBC Act. < br/>

Control ( including the terms controlling , controlled by or under common control with ) means the possession , direct or indirect , of the power to direct or cause the direction of the management and policies of a Person , whether through the ownership of voting securities , by contract , or otherwise for purposes of the BHCA or the CIBC Act . & lt ; br / & gt ;


Rule 144 means Rule 144 promulgated by the Commission pursuant to the Securities Act , as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule 144.

Rule 144 means Rule 144 promulgated by the Commission pursuant to the Securities Act , as such Rule may be amended from time to time , or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule 144 .


Trading Day means (i)a day on which the Common Stock is listed or quoted and traded on its Principal Trading Market , or (ii)if the Common Stock is not quoted on any Trading Market, a day on which the Common Stock is quoted in the over-the-counter market in the pink sheets as reported by OTC Markets Group, Inc.; provided, that in the event that the Common Stock is not listed or quoted as set forth in (i)and (ii) hereof, then Trading Day shall mean a Business Day.

Trading Day means ( i ) a day on which the Common Stock is listed or quoted and traded on its Principal Trading Market , or ( ii ) if the Common Stock is not quoted on any Trading Market , a day on which the Common Stock is quoted in the over-the-counter market in the pink sheets as reported by OTC Markets Group , Inc . ; provided , that in the event that the Common Stock is not listed or quoted as set forth in ( i ) and ( ii ) hereof , then Trading Day shall mean a Business Day .


Transfer Agent means American Stock Transfer& Trust Company , LLC or any successor transfer agent for the Company.

Transfer Agent means American Stock Transfer & amp ; Trust Company , LLC or any successor transfer agent for the Company .


no outstanding options, warrants, scrip, rights to subscribe to, calls, or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls, or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company, other than those issued or granted pursuant to compensatory plans, contracts or arrangements described in the SEC Reports; except as set forth in Schedule 3.1(g), there are no material outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing indebtedness of the Company or by which the Company is bound. Except for the Registration Rights Agreement, if applicable, there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the Securities Act . There are no outstanding securities or instruments of the Company that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the Company or any of its Subsidiaries. The Company does not have any stock appreciation rights or phantom stock plans or agreements or any similar plan or agreement. Neither the Company nor any of its Subsidiaries has any liabilities or obligations required to be disclosed in the SEC Reports but not so disclosed in the SEC Reports, which, individually or in the aggregate, will have or would reasonably be expected to have a Material Adverse Effect. There are no securities or instruments issued by or to which the Company is a party containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares pursuant to this Agreement and the other Transaction Documents.

no outstanding options , warrants , scrip , rights to subscribe to , calls , or commitments of any character whatsoever relating to , or securities or rights convertible into , or exercisable or exchangeable for , any shares of capital stock of the Company , or contracts , commitments , understandings or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company or options , warrants , scrip , rights to subscribe to , calls , or commitments of any character whatsoever relating to , or securities or rights convertible into , or exercisable or exchangeable for , any shares of capital stock of the Company , other than those issued or granted pursuant to compensatory plans , contracts or arrangements described in the SEC Reports ; except as set forth in Schedule 3 . 1 ( g ) , there are no material outstanding debt securities , notes , credit agreements , credit facilities or other agreements , documents or instruments evidencing indebtedness of the Company or by which the Company is bound . Except for the Registration Rights Agreement , if applicable , there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the Securities Act . There are no outstanding securities or instruments of the Company that contain any redemption or similar provisions , and there are no contracts , commitments , understandings or arrangements by which the Company is or may become bound to redeem a security of the Company or any of its Subsidiaries . The Company does not have any stock appreciation rights or phantom stock plans or agreements or any similar plan or agreement . Neither the Company nor any of its Subsidiaries has any liabilities or obligations required to be disclosed in the SEC Reports but not so disclosed in the SEC Reports , which , individually or in the aggregate , will have or would reasonably be expected to have a Material Adverse Effect . There are no securities or instruments issued by or to which the Company is a party containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares pursuant to this Agreement and the other Transaction Documents .


(m) Litigation. There is no Action pending or, to the Companys Knowledge, threatened, which (i)adversely affects or challenges the legality, validity, or enforceability of any of the Transaction Documents, the issuance of Shares pursuant to this Agreement and the other Transaction Documents, or the conversion of the Shares of Series A Preferred Stock into the applicable Underlying Shares, or (ii)except as disclosed in the SEC Reports, is reasonably likely to be material to the Company or any Subsidiary, individually or in the aggregate, if there were an unfavorable decision. Except as disclosed in the SEC Reports, neither the Company nor any Subsidiary, nor to the Companys Knowledge any director or officer thereof in their capacity as a director or officer of the Company or any Subsidiary, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty relating to the Company or any Subsidiary, nor is any such Action, to the Companys Knowledge, currently threatened. There is no Action by the Company or any Subsidiary pending or which the Company or any Subsidiary intends to initiate (other than collection or similar claims in the ordinary course of business). Except as disclosed in the SEC Reports, there has not been, and to the Companys Knowledge there is not pending or threatened, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any of its Subsidiaries under the Exchange Act or the Securities Act . There are no outstanding orders, judgments, injunctions, awards or decrees of any court, arbitrator or governmental or regulatory body against the Company or any executive officers or directors of the Company in their capacities as such, which individually or in the aggregate, would reasonably be expected to be material to the Company or any Subsidiary.

( m ) Litigation . There is no Action pending or , to the Companys Knowledge , threatened , which ( i ) adversely affects or challenges the legality , validity , or enforceability of any of the Transaction Documents , the issuance of Shares pursuant to this Agreement and the other Transaction Documents , or the conversion of the Shares of Series A Preferred Stock into the applicable Underlying Shares , or ( ii ) except as disclosed in the SEC Reports , is reasonably likely to be material to the Company or any Subsidiary , individually or in the aggregate , if there were an unfavorable decision . Except as disclosed in the SEC Reports , neither the Company nor any Subsidiary , nor to the Companys Knowledge any director or officer thereof in their capacity as a director or officer of the Company or any Subsidiary , is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty relating to the Company or any Subsidiary , nor is any such Action , to the Companys Knowledge , currently threatened . There is no Action by the Company or any Subsidiary pending or which the Company or any Subsidiary intends to initiate ( other than collection or similar claims in the ordinary course of business ) . Except as disclosed in the SEC Reports , there has not been , and to the Companys Knowledge there is not pending or threatened , any investigation by the Commission involving the Company or any current or former director or officer of the Company . The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any of its Subsidiaries under the Exchange Act or the Securities Act . There are no outstanding orders , judgments , injunctions , awards or decrees of any court , arbitrator or governmental or regulatory body against the Company or any executive officers or directors of the Company in their capacities as such , which individually or in the aggregate , would reasonably be expected to be material to the Company or any Subsidiary .


(x) Private Placement. Assuming the accuracy of the Purchasers representations and warranties set forth in Section3.2 of this Agreement, the due performance by the Purchasers of the covenants and agreements set forth in this Agreement, compliance by the Purchasers with the offering and transfer restrictions and procedures described in this Agreement, the accuracy of the information disclosed in the Accredited Investor Questionnaires, the accuracy of all information and certifications provided to the Company by those Persons (other than the Company) subject to Rule 506(d) of Regulation D regarding the absence of any disqualifying event or circumstances described in Rule 506(d) concerning such Persons and the receipt of the Required Approvals and the completion of all filings associated therewith, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Purchasers under the Transaction Documents. The issuance and sale of the Shares hereunder does not contravene the rules and regulations of the Principal Trading Market.

( x ) Private Placement . Assuming the accuracy of the Purchasers representations and warranties set forth in Section3 . 2 of this Agreement , the due performance by the Purchasers of the covenants and agreements set forth in this Agreement , compliance by the Purchasers with the offering and transfer restrictions and procedures described in this Agreement , the accuracy of the information disclosed in the Accredited Investor Questionnaires , the accuracy of all information and certifications provided to the Company by those Persons ( other than the Company ) subject to Rule 506 ( d ) of Regulation D regarding the absence of any disqualifying event or circumstances described in Rule 506 ( d ) concerning such Persons and the receipt of the Required Approvals and the completion of all filings associated therewith , no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Purchasers under the Transaction Documents . The issuance and sale of the Shares hereunder does not contravene the rules and regulations of the Principal Trading Market .


(y) Registration Rights. Other than each of the Purchasers, no Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary other than those securities which are currently registered on an effective registration statement on file with the Commission.

( y ) Registration Rights . Other than each of the Purchasers , no Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary other than those securities which are currently registered on an effective registration statement on file with the Commission .


(bb) Investment Company. Neither the Company nor any of its Subsidiaries is required to be registered as, and is not an Affiliate of, and immediately following the Closing will not be required to register as, an investment company within the meaning of the Investment Company Act of 1940 .

( bb ) Investment Company . Neither the Company nor any of its Subsidiaries is required to be registered as , and is not an Affiliate of , and immediately following the Closing will not be required to register as , an investment company within the meaning of the Investment Company Act of 1940 .


(uu) Shell Company Status. The Company is not, and has never been, an issuer identified in Rule 144(i)(1) of the Securities Act.< br/>

( uu ) Shell Company Status . The Company is not , and has never been , an issuer identified in Rule 144 ( i ) ( 1 ) of the Securities Act . & lt ; br / & gt ;


(vv) No Bad Actor Disqualification. The Company has exercised reasonable care, in accordance with Commission rules and guidance, and has conducted a factual inquiry including the procurement of relevant questionnaires from each Covered Person (as defined below) or other means, the nature and scope of which reflect reasonable care under the relevant facts and circumstances, to determine whether any Covered Person (as defined below) is subject to any of the bad actor disqualifications described in Rule506(d)(1)(i) to (viii)under the Securities Act ( Disqualification Events). To the Companys Knowledge, after conducting such sufficiently diligent factual inquiries, no Covered Person is subject to a Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act . The Company has complied, to the extent applicable, with any disclosure obligations under Rule 506(e) under the Securities Act . Covered Persons are those persons specified in Rule 506(d)(1) under the Securities Act , including the Company, any predecessor or affiliate of the Company, any director, executive officer, other officer participating in the offering, general partner or managing member of the Company, any beneficial owner of 20% or more of the Companys outstanding voting equity securities, calculated on the basis of voting power, any promoter (as defined in Rule 405 under the Securities Act ) connected with the Company in any capacity at the time of the sale of the Securities, and any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with

( vv ) No Bad Actor Disqualification . The Company has exercised reasonable care , in accordance with Commission rules and guidance , and has conducted a factual inquiry including the procurement of relevant questionnaires from each Covered Person ( as defined below ) or other means , the nature and scope of which reflect reasonable care under the relevant facts and circumstances , to determine whether any Covered Person ( as defined below ) is subject to any of the bad actor disqualifications described in Rule506 ( d ) ( 1 ) ( i ) to ( viii ) under the Securities Act ( Disqualification Events ) . To the Companys Knowledge , after conducting such sufficiently diligent factual inquiries , no Covered Person is subject to a Disqualification Event , except for a Disqualification Event covered by Rule 506 ( d ) ( 2 ) or ( d ) ( 3 ) under the Securities Act . The Company has complied , to the extent applicable , with any disclosure obligations under Rule 506 ( e ) under the Securities Act . Covered Persons are those persons specified in Rule 506 ( d ) ( 1 ) under the Securities Act , including the Company , any predecessor or affiliate of the Company , any director , executive officer , other officer participating in the offering , general partner or managing member of the Company , any beneficial owner of 20 % or more of the Companys outstanding voting equity securities , calculated on the basis of voting power , any promoter ( as defined in Rule 405 under the Securities Act ) connected with the Company in any capacity at the time of the sale of the Securities , and any person that has been or will be paid ( directly or indirectly ) remuneration for solicitation of purchasers in connection with


(d) Purchaser Status. At the time such Purchaser was offered the Shares, it was, and at the date hereof it is, an accredited investor as defined in Rule 501(a) under the Securities Act . Such Purchaser has provided the information in the Accredited Investor Questionnaire attached hereto as Exhibit A.

( d ) Purchaser Status . At the time such Purchaser was offered the Shares , it was , and at the date hereof it is , an accredited investor as defined in Rule 501 ( a ) under the Securities Act . Such Purchaser has provided the information in the Accredited Investor Questionnaire attached hereto as Exhibit A .


(s) Bank Holding Company Status. Purchaser has not or is not acting in concert with any other Person in connection with the transactions contemplated by this Agreement, other than Affiliates of the Purchaser identified by the Purchaser to the Company as Affiliates. Assuming the accuracy of the representations and warranties of the Company contained herein, the Purchaser, either alone or together with any other Person whose Company securities would be aggregated with such Purchasers Company securities for purposes of any banking regulation or law, will not, directly or indirectly, own, control or have the power to vote, immediately after giving effect to its purchase of Shares pursuant to this Agreement, in excess of 4.99% of the outstanding shares of the Companys voting stock of any class or series. Without limiting the foregoing, assuming the accuracy of the representations and warranties of the Company contained herein, the Purchaser represents and warrants that it does not and will not as a result of its purchase or holding of the purchased Shares or any other securities of the Company have control of the Company or the Bank, and has no present intention of acquiring control of the Company or the Bank, for purposes of the BHCA or the CIBC Act. < <sup> br/>

( s ) Bank Holding Company Status . Purchaser has not or is not acting in concert with any other Person in connection with the transactions contemplated by this Agreement , other than Affiliates of the Purchaser identified by the Purchaser to the Company as Affiliates . Assuming the accuracy of the representations and warranties of the Company contained herein , the Purchaser , either alone or together with any other Person whose Company securities would be aggregated with such Purchasers Company securities for purposes of any banking regulation or law , will not , directly or indirectly , own , control or have the power to vote , immediately after giving effect to its purchase of Shares pursuant to this Agreement , in excess of 4 . 99 % of the outstanding shares of the Companys voting stock of any class or series . Without limiting the foregoing , assuming the accuracy of the representations and warranties of the Company contained herein , the Purchaser represents and warrants that it does not and will not as a result of its purchase or holding of the purchased Shares or any other securities of the Company have control of the Company or the Bank , and has no present intention of acquiring control of the Company or the Bank , for purposes of the BHCA or the CIBC Act . & lt ; < sup > br / & gt ;


THE ISSUANCE OF THESE SECURITIES HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE SECURITIES ACT) OR APPLICABLE STATE SECURITIES LAWS . THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, OR ASSIGNED (I)IN THE ABSENCE OF (A)AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II)UNLESS SOLD PURSUANT TO RULE 144 UNDER THE ACT (PROVIDED THAT THE TRANSFEROR PROVIDES THE COMPANY WITH REASONABLE ASSURANCES (IN THE FORM OF A SELLER REPRESENTATION LETTER AND, IF APPLICABLE, A BROKER REPRESENTATION LETTER) THAT THE SECURITIES MAY BE SOLD PURSUANT TO SUCH RULE). NO REPRESENTATION IS MADE BY THE COMPANY AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR RESALES OF THESE SECURITIES.

THE ISSUANCE OF THESE SECURITIES HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ( THE SECURITIES ACT ) OR APPLICABLE STATE SECURITIES LAWS . THE SECURITIES MAY NOT BE OFFERED FOR SALE , SOLD , TRANSFERRED , OR ASSIGNED ( I ) IN THE ABSENCE OF ( A ) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR ( B ) AN AVAILABLE EXEMPTION FROM , OR IN A TRANSACTION NOT SUBJECT TO , THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR ( II ) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE ACT ( PROVIDED THAT THE TRANSFEROR PROVIDES THE COMPANY WITH REASONABLE ASSURANCES ( IN THE FORM OF A SELLER REPRESENTATION LETTER AND , IF APPLICABLE , A BROKER REPRESENTATION LETTER ) THAT THE SECURITIES MAY BE SOLD PURSUANT TO SUCH RULE ) . NO REPRESENTATION IS MADE BY THE COMPANY AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR RESALES OF THESE SECURITIES .


(d) Purchasers Acknowledgement of Transfer Restrictions. Each Purchaser hereunder acknowledges its primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise transfer the Shares or any interest therein without complying with the requirements of the Securities Act . Except as otherwise provided below, to the extent applicable to the Purchasers Shares, while the above-referenced registration statement remains effective, such Purchaser may sell the Shares in accordance with the plan of distribution contained in the registration statement, if applicable, and if it does so, it will comply therewith and with the related prospectus delivery requirements, unless an exemption therefrom is available. Each Purchaser who is a party to the Registration Rights Agreement agrees that if it is notified by the Company in writing at any time that the registration statement registering the resale of the Shares is not effective or that the prospectus included in such registration statement no longer complies with the requirements of Section10 of the Securities Act , the Purchaser will refrain from selling such Shares until such time as the Purchaser is notified by the Company that such registration statement is effective or such prospectus is compliant with Section10 of the Securities Act , unless such Purchaser is able to, and does, sell such Shares pursuant to an available exemption from the registration requirements of Section5 of the Securities Act , such as under Rule 144 of the Securities Act.< br/>

( d ) Purchasers Acknowledgement of Transfer Restrictions . Each Purchaser hereunder acknowledges its primary responsibilities under the Securities Act and , accordingly , will not sell or otherwise transfer the Shares or any interest therein without complying with the requirements of the Securities Act . Except as otherwise provided below , to the extent applicable to the Purchasers Shares , while the above-referenced registration statement remains effective , such Purchaser may sell the Shares in accordance with the plan of distribution contained in the registration statement , if applicable , and if it does so , it will comply therewith and with the related prospectus delivery requirements , unless an exemption therefrom is available . Each Purchaser who is a party to the Registration Rights Agreement agrees that if it is notified by the Company in writing at any time that the registration statement registering the resale of the Shares is not effective or that the prospectus included in such registration statement no longer complies with the requirements of Section10 of the Securities Act , the Purchaser will refrain from selling such Shares until such time as the Purchaser is notified by the Company that such registration statement is effective or such prospectus is compliant with Section10 of the Securities Act , unless such Purchaser is able to , and does , sell such Shares pursuant to an available exemption from the registration requirements of Section5 of the Securities Act , such as under Rule 144 of the Securities Act . & lt ; br / & gt ;


4.18 Shareholder Litigation. The Company shall promptly inform the Purchasers of any claim, action, suit, arbitration, mediation, demand, hearing, investigation or proceeding (Shareholder Litigation) against the Company, any Company Subsidiary or any of the past or present executive officers or directors of the Company or any Company Subsidiary that is threatened in writing or initiated by or on behalf of any shareholder of the Company in connection with or relating to the transactions contemplated hereby or by the Transaction Documents. The Company shall consult with the Purchasers and keep the Purchasers informed of all material filings and developments relating to any such Shareholder Litigation.

4 . 18 Shareholder Litigation . The Company shall promptly inform the Purchasers of any claim , action , suit , arbitration , mediation , demand , hearing , investigation or proceeding ( Shareholder Litigation ) against the Company , any Company Subsidiary or any of the past or present executive officers or directors of the Company or any Company Subsidiary that is threatened in writing or initiated by or on behalf of any shareholder of the Company in connection with or relating to the transactions contemplated hereby or by the Transaction Documents . The Company shall consult with the Purchasers and keep the Purchasers informed of all material filings and developments relating to any such Shareholder Litigation .


(q) Well-Capitalized Status. After the Closing and the consummation of the transactions contemplated by this Agreement , (A) the Banks capital levels shall exceed the specific quantitative capital requirements necessary to be deemed well capitalized as defined in 12 C.F.R. 325 .103(b)(1); (B) the Companys capital levels shall exceed the specific quantitative capital requirements necessary to be deemed well capitalized as defined in 12 C.F.R. 225 .2(r); (C) the Company and the Bank shall meet or exceed all specific quantitative capital requirements stated in any written agreement, order, understanding or undertaking with the Federal Reserve or the Pennsylvania Department of Banking and Securities, as applicable.

( q ) Well-Capitalized Status . After the Closing and the consummation of the transactions contemplated by this Agreement , ( A ) the Banks capital levels shall exceed the specific quantitative capital requirements necessary to be deemed well capitalized as defined in 12 C . F . R . 325 . 103 ( b ) ( 1 ) ; ( B ) the Companys capital levels shall exceed the specific quantitative capital requirements necessary to be deemed well capitalized as defined in 12 C . F . R . 225 . 2 ( r ) ; ( C ) the Company and the Bank shall meet or exceed all specific quantitative capital requirements stated in any written agreement , order , understanding or undertaking with the Federal Reserve or the Pennsylvania Department of Banking and Securities , as applicable .


(e) Purchaser Deliverables. Each Purchaser shall have delivered its Purchaser Deliverables in accordance with Section2.2(b).

( e ) Purchaser Deliverables . Each Purchaser shall have delivered its Purchaser Deliverables in accordance with Section2 . 2 ( b ) .


6.8 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the Commonwealth of Pennsylvania , without regard to the principles of conflicts of law thereof. Each party agrees that all Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective Affiliates, employees or agents) may be commenced on a non-exclusive basis in the Pennsylvania Courts. Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of the Pennsylvania Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any such Pennsylvania Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

6 . 8 Governing Law . All questions concerning the construction , validity , enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the Commonwealth of Pennsylvania , without regard to the principles of conflicts of law thereof . Each party agrees that all Proceedings concerning the interpretations , enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents ( whether brought against a party hereto or its respective Affiliates , employees or agents ) may be commenced on a non-exclusive basis in the Pennsylvania Courts . Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of the Pennsylvania Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein ( including with respect to the enforcement of any of the Transaction Documents ) , and hereby irrevocably waives , and agrees not to assert in any Proceeding , any claim that it is not personally subject to the jurisdiction of any such Pennsylvania Court , or that such Proceeding has been commenced in an improper or inconvenient forum . Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery ( with evidence of delivery ) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof . Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law . EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES , TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW , ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY .


| | A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 ; |


| | A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958 ; |

| | A Small Business Investment Company licensed by the U . S . Small Business Administration under Section 301 ( c ) or ( d ) of the Small Business Investment Act of 1958 ; |


| | A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 ; |

| | A private business development company as defined in Section 202 ( a ) ( 22 ) of the Investment Advisers Act of 1940 ; |


Direct Dial Number: 717-399-1506


We have acted as counsel to Riverview Financial Corporation, a Pennsylvania corporation (Riverview or the Company), in connection with the offering, sale and issuance by Riverview (the Offering) of up to269,885 shares of its no par value common stock (the Common Stock) and up to 1,348,809 shares of its no par value Series A convertible perpetual preferred stock (the Preferred Stock) pursuant to Rule 506 of Regulation D, promulgated under the Securities Act of 1933 , as amended. This opinion letter is provided pursuant to Section 2.2(a)(iii) of the Stock Purchase Agreement of even date (the Stock Purchase Agreement) between Riverview and the Purchasers of the Common and Preferred Stock in the Offering (collectively, the Purchasers); Ambassador Financial Group, Inc. is acting as placement agent in connection with the Offering. Capitalized terms used herein which are not otherwise defined shall have the meanings ascribed to such terms in the Stock Purchase Agreement.

We have acted as counsel to Riverview Financial Corporation , a Pennsylvania corporation ( Riverview or the Company ) , in connection with the offering , sale and issuance by Riverview ( the Offering ) of up to269 , 885 shares of its no par value common stock ( the Common Stock ) and up to 1 , 348 , 809 shares of its no par value Series A convertible perpetual preferred stock ( the Preferred Stock ) pursuant to Rule 506 of Regulation D , promulgated under the Securities Act of 1933 , as amended . This opinion letter is provided pursuant to Section 2 . 2 ( a ) ( iii ) of the Stock Purchase Agreement of even date ( the Stock Purchase Agreement ) between Riverview and the Purchasers of the Common and Preferred Stock in the Offering ( collectively , the Purchasers ) ; Ambassador Financial Group , Inc . is acting as placement agent in connection with the Offering . Capitalized terms used herein which are not otherwise defined shall have the meanings ascribed to such terms in the Stock Purchase Agreement .


1\. The Company is a registered bank holding company under the Bank Holding Company Act of 1956 , as amended.

1 \ . The Company is a registered bank holding company under the Bank Holding Company Act of 1956 , as amended .


2\. The Company is a validly subsisting corporation under the laws of the Commonwealth of Pennsylvania .

2 \ . The Company is a validly subsisting corporation under the laws of the Commonwealth of Pennsylvania .


8\. Assuming the accuracy of the representations and warranties, and assuming compliance with the covenants and agreements, of the Purchasers and the Company contained in the Stock Purchase Agreement, it is not necessary, in connection with the offer, sale and delivery of the Shares to the Purchasers, to register the Shares under the Securities Act.< br/>

8 \ . Assuming the accuracy of the representations and warranties , and assuming compliance with the covenants and agreements , of the Purchasers and the Company contained in the Stock Purchase Agreement , it is not necessary , in connection with the offer , sale and delivery of the Shares to the Purchasers , to register the Shares under the Securities Act . & lt ; br / & gt ;


Castle Creek Capital Partners VI, L.P.

Castle Creek Capital Partners VI , L . P .


Rancho Santa Fe, CA 92091


| (iii) | to the extent the Corporation or any of its subsidiaries is required by law or pursuant to the terms of any outstanding indebtedness of the Corporation or any subsidiary to prepare such reports, any annual reports, quarterly reports and other periodic reports pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934 or otherwise, actually prepared by the Corporation or any of its subsidiaries as soon as available; ---|---|--- provided that, in each case, if the Corporation makes the information described in clauses (ii)and (iii) of this bullet point available through public filings on the EDGAR system or any successor or replacement system of the U.S. Securities and Exchange Commission, the delivery of the information shall be deemed satisfied by such public filings.

| ( iii ) | to the extent the Corporation or any of its subsidiaries is required by law or pursuant to the terms of any outstanding indebtedness of the Corporation or any subsidiary to prepare such reports , any annual reports , quarterly reports and other periodic reports pursuant to Section13 or 15 ( d ) of the Securities Exchange Act of 1934 or otherwise , actually prepared by the Corporation or any of its subsidiaries as soon as available ; - - - | - - - | - - - provided that , in each case , if the Corporation makes the information described in clauses ( ii ) and ( iii ) of this bullet point available through public filings on the EDGAR system or any successor or replacement system of the U . S . Securities and Exchange Commission , the delivery of the information shall be deemed satisfied by such public filings .


3\. Limitations. The Company also may exclude the Observer and/or the Board Representative from portions of meetings of the Board of Directors as well as the Bank Board to the extent that the Board of Directors or the Bank Board, as the case may be, will, in any such portion thereof, be discussing any matters related to Castle Creek, the Transaction Documents, or any of Castle Creeks rights or obligations under any of the Transaction Documents or any other matter that the Chairman of the Board of Directors or the Chair man of the Bank Board determines in good faith is or may be adverse to the interests of Castle Creek provided, however, no matter shall be deemed to be adverse to the interests of Castle Creek merely because such matter may adversely impact the price of any of the Companys Securities. Castle Creek covenants and agrees to hold all information obtained from its Observer or Board Representative as provided in the prior sentence in confidence and to comply with all requirements and obligations applicable to members of the Board of Directors under the Securities Act , the Exchange Act, the Sarbanes Oxley Act of 2002 and all other Laws, in each case, only to the extent (if at all) applicable to the Observer or Board Member, as the case may be. If Castle Creek and its Affiliates, in the aggregate, no longer have a Minimum Ownership Interest, Castle Creek will have no further rights under this Section2\. Each of the parties to this Agreement hereby acknowledges that they are aware, and will ensure that their representatives and Affiliates are aware, that the United States securities laws prohibit any person who has material non-public information about a company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

3 \ . Limitations . The Company also may exclude the Observer and / or the Board Representative from portions of meetings of the Board of Directors as well as the Bank Board to the extent that the Board of Directors or the Bank Board , as the case may be , will , in any such portion thereof , be discussing any matters related to Castle Creek , the Transaction Documents , or any of Castle Creeks rights or obligations under any of the Transaction Documents or any other matter that the Chairman of the Board of Directors or the Chair man of the Bank Board determines in good faith is or may be adverse to the interests of Castle Creek provided , however , no matter shall be deemed to be adverse to the interests of Castle Creek merely because such matter may adversely impact the price of any of the Companys Securities . Castle Creek covenants and agrees to hold all information obtained from its Observer or Board Representative as provided in the prior sentence in confidence and to comply with all requirements and obligations applicable to members of the Board of Directors under the Securities Act , the Exchange Act , the Sarbanes Oxley Act of 2002 and all other Laws , in each case , only to the extent ( if at all ) applicable to the Observer or Board Member , as the case may be . If Castle Creek and its Affiliates , in the aggregate , no longer have a Minimum Ownership Interest , Castle Creek will have no further rights under this Section2 \ . Each of the parties to this Agreement hereby acknowledges that they are aware , and will ensure that their representatives and Affiliates are aware , that the United States securities laws prohibit any person who has material non-public information about a company from purchasing or selling securities of such company , or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities .


5\. Governing Law. This Side Letter Agreement and all acts and transactions pursuant hereto shall be governed, construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to principles of conflicts of laws.

5 \ . Governing Law . This Side Letter Agreement and all acts and transactions pursuant hereto shall be governed , construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to principles of conflicts of laws .


Riverview Financial Corporation, a corporation organized and existing under the laws of the Commonwealth of Pennsylvania (the Corporation), in accordance with the provisions of Section1522 of the Pennsylvania Business Corporation Law of 1988, as amended, does hereby certify:

Riverview Financial Corporation , a corporation organized and existing under the laws of the Commonwealth of Pennsylvania ( the Corporation ) , in accordance with the provisions of Section1522 of the Pennsylvania Business Corporation Law of 1988 , as amended , does hereby certify :


| (d) | Business day means any day other than a Saturday or a Sunday or a day on which banks in the Commonwealth of Pennsylvania are authorized or required by law, executive order or regulation to close. ---|---|---

| ( d ) | Business day means any day other than a Saturday or a Sunday or a day on which banks in the Commonwealth of Pennsylvania are authorized or required by law , executive order or regulation to close . - - - | - - - | - - -


| (r) | Voting Security has the meaning set forth in 12 C.F.R. 225 .2(q) or any successor provision. ---|---|---

| ( r ) | Voting Security has the meaning set forth in 12 C . F . R . 225 . 2 ( q ) or any successor provision . - - - | - - - | - - -


Rule 144A means Rule 144A promulgated by the Commission pursuant to the Securities Act , as such Rule may be amended from time to time, or any successor rule thereto.

Rule 144A means Rule 144A promulgated by the Commission pursuant to the Securities Act , as such Rule may be amended from time to time , or any successor rule thereto .


Rule 424 means Rule 424 promulgated by the Commission pursuant to the Securities Act , as such Rule may be amended from time to time, or any successor rule thereto.

Rule 424 means Rule 424 promulgated by the Commission pursuant to the Securities Act , as such Rule may be amended from time to time , or any successor rule thereto .


(b) (i)the Company shall prepare and file with the Commission such amendments, including post-effective amendments and supplements, to each Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective as to the applicable Registrable Securities for its Effectiveness Period (except during an Allowable Grace Period); (ii)the Company shall cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424 (except during an Allowable Grace Period); (iii)the Company shall respond as promptly as reasonably practicable to any comments received from the Commission with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably possible, provide the Holders Counsel true and complete copies of all correspondence from and to the Commission relating to such Registration Statement that pertains to the Holders as Selling Shareholders; and (iv)the Company shall comply in all material respects with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by a Registration Statement until such time as all of such Registrable Securities shall have been disposed of (subject to the terms of this Agreement) in accordance with the intended methods of disposition by the Holders thereof as set forth in such Registration Statement as so amended or in such Prospectus as so supplemented; provided, that each Holder shall be responsible for the delivery of the Prospectus to the Persons to whom such Registration Rights Purchaser sells any of the Registrable Securities (including in accordance with Rule 172 under the Securities Act ), and each Holder agrees to dispose of Registrable Securities in compliance with applicable federal and state securities laws. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section4(b)) by reason of the Company filing a report on Form 10-K, Form 10-Q or Form 8-K or any analogous report under the Exchange Act, the Company shall have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the Commission as promptly as practicable.

( b ) ( i ) the Company shall prepare and file with the Commission such amendments , including post-effective amendments and supplements , to each Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective as to the applicable Registrable Securities for its Effectiveness Period ( except during an Allowable Grace Period ) ; ( ii ) the Company shall cause the related Prospectus to be amended or supplemented by any required Prospectus supplement ( subject to the terms of this Agreement ) , and , as so supplemented or amended , to be filed pursuant to Rule 424 ( except during an Allowable Grace Period ) ; ( iii ) the Company shall respond as promptly as reasonably practicable to any comments received from the Commission with respect to each Registration Statement or any amendment thereto and , as promptly as reasonably possible , provide the Holders Counsel true and complete copies of all correspondence from and to the Commission relating to such Registration Statement that pertains to the Holders as Selling Shareholders ; and ( iv ) the Company shall comply in all material respects with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by a Registration Statement until such time as all of such Registrable Securities shall have been disposed of ( subject to the terms of this Agreement ) in accordance with the intended methods of disposition by the Holders thereof as set forth in such Registration Statement as so amended or in such Prospectus as so supplemented ; provided , that each Holder shall be responsible for the delivery of the Prospectus to the Persons to whom such Registration Rights Purchaser sells any of the Registrable Securities ( including in accordance with Rule 172 under the Securities Act ) , and each Holder agrees to dispose of Registrable Securities in compliance with applicable federal and state securities laws . In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement ( including pursuant to this Section4 ( b ) ) by reason of the Company filing a report on Form 10-K , Form 10-Q or Form 8-K or any analogous report under the Exchange Act , the Company shall have incorporated such report by reference into such Registration Statement , if applicable , or shall file such amendments or supplements with the Commission as promptly as practicable .


(a) Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify, defend and hold harmless each Holder, the officers, directors, agents, general partners, managing members, managers, Affiliates and employees, each Person who controls any such Holder (within the meaning of Section15 of the Securities Act or Section20 of the Exchange Act) and the officers, directors, general partners, managing members, managers, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and investigation and reasonable and documented attorneys fees) and expenses (collectively, Losses), as incurred, that arise out of or are based upon (i)any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, or (ii)any violation or alleged violation by the Company of the Securities Act , Exchange Act or any state securities law or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (A)such untrue statements, alleged untrue statements, omissions or alleged omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder or on behalf of such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holders proposed method of distribution of Registrable Securities and was reviewed and approved by such Holder or Holders Counsel expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, (B)Holders failure to deliver or cause to be delivered the Prospectus or any amendment or supplement thereto made available by the Company in compliance with Section7(g), or (C)in the case of an occurrence of an event of the type specified in Sections 4(c)(ii)-(iv), related to the use by a Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing or electronic mail that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated and defined in Section7(h) below, but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party (as defined in Section6(c)) and shall survive the transfer of the Registrable Securities by the Holders.

( a ) Indemnification by the Company . The Company shall , notwithstanding any termination of this Agreement , indemnify , defend and hold harmless each Holder , the officers , directors , agents , general partners , managing members , managers , Affiliates and employees , each Person who controls any such Holder ( within the meaning of Section15 of the Securities Act or Section20 of the Exchange Act ) and the officers , directors , general partners , managing members , managers , agents and employees of each such controlling Person , to the fullest extent permitted by applicable law , from and against any and all losses , claims , damages , liabilities , costs ( including , without limitation , reasonable costs of preparation and investigation and reasonable and documented attorneys fees ) and expenses ( collectively , Losses ) , as incurred , that arise out of or are based upon ( i ) any untrue or alleged untrue statement of a material fact contained in any Registration Statement , any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus , or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein ( in the case of any Prospectus or form of prospectus or supplement thereto , in light of the circumstances under which they were made ) not misleading , or ( ii ) any violation or alleged violation by the Company of the Securities Act , Exchange Act or any state securities law or any rule or regulation thereunder , in connection with the performance of its obligations under this Agreement , except to the extent , but only to the extent , that ( A ) such untrue statements , alleged untrue statements , omissions or alleged omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder or on behalf of such Holder expressly for use therein , or to the extent that such information relates to such Holder or such Holders proposed method of distribution of Registrable Securities and was reviewed and approved by such Holder or Holders Counsel expressly for use in the Registration Statement , such Prospectus or such form of Prospectus or in any amendment or supplement thereto , ( B ) Holders failure to deliver or cause to be delivered the Prospectus or any amendment or supplement thereto made available by the Company in compliance with Section7 ( g ) , or ( C ) in the case of an occurrence of an event of the type specified in Sections 4 ( c ) ( ii ) - ( iv ) , related to the use by a Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing or electronic mail that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated and defined in Section7 ( h ) below , but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected . Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party ( as defined in Section6 ( c ) ) and shall survive the transfer of the Registrable Securities by the Holders .


(b) Indemnification by Holders. Each Holder shall, notwithstanding any termination of this Agreement, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section15 of the Securities Act and Section20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent

( b ) Indemnification by Holders . Each Holder shall , notwithstanding any termination of this Agreement , severally and not jointly , indemnify and hold harmless the Company , its directors , officers , agents and employees , each Person who controls the Company ( within the meaning of Section15 of the Securities Act and Section20 of the Exchange Act ) , and the directors , officers , agents or employees of such controlling Persons , to the fullest extent


(g) Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to the Registration Statement and shall sell the Registrable Securities only in accordance with a method of distribution described in the Registration Statement.

( g ) Compliance . Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it ( unless an exemption therefrom is available ) in connection with sales of Registrable Securities pursuant to the Registration Statement and shall sell the Registrable Securities only in accordance with a method of distribution described in the Registration Statement .