Common use of Acknowledgments Clause in Contracts

Acknowledgments. Subscriber hereby acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands and agrees with and to the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber acknowledges and agrees that the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” of the Shares or the interest in the Corporation that they represent, either now or in the future. (c) The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby The Investor agrees and acknowledges that Subscriber, either alone that: (A) no federal or together with Subscriber’s advisors (if any), state agency has read, understands and agrees with and to the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber acknowledges and agrees that the Corporation may at made any time sell shares of its capital stock at a price greater finding or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation determination as to the “fair value” fairness of the offering of the Shares for investment, or any recommendation or endorsement of the interest in Shares; (B) the Corporation that they represent, either now or in the future. (c) The Shares have not been registered under the Securities Act of 1933, as amended 1933 (the “Securities Act”), ) or the securities acts of any state securities laws by reason and, as a result, the Investor must bear the economic risk of specific exemptions the investment indefinitely because the Shares may not be sold unless subsequently registered under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules securities laws of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act any appropriate states or an exemption from such registration if is available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions and that are exempt from such registration under the Securities Act, including “private placements,” in which event Act and the transferee will acquire “restricted securities” subject to the same limitations as securities laws of any such states is unlikely at any time in the hands of Subscriber. Additionallyfuture; (C) the Company does not have any present intention and is under no obligation to register the Shares, whether upon initial issuance or upon any transfer thereof under the Act and applicable state securities laws laws, and Rule 144 may allow sales of not be available as a basis for exemption from registration; and (D) unless and until registered under the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequenceAct, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) all certificates evidencing the Shares Shares, whether upon initial issuance or upon any transfer thereof, will bear the following a legend, which shall be in addition to any other legends required by law prominently stamped or contractprinted thereon, reading substantially as follows: “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. SUCH SECURITIES MAY NOT BE SOLD SOLD, PLEDGED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH REGISTRATION OR AN EXEMPTION THEREFROM SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF 1933 THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.”

Acknowledgments. Subscriber hereby acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands Employee and agrees with Unitek acknowledge and to the followingagree that: (ai) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONSEmployee is being employed hereunder in a key capacity with Unitek and that Unitek is engaged in a highly competitive business and that the success of Unitek’s business in the marketplace depends upon its goodwill and reputation for quality and dependability. (bii) Subscriber acknowledges and agrees that the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant Employee will have access to Confidential Information in performing his duties for Unitek under this Agreement. Subscriber acknowledges . (iii) Reasonable limits may be placed on Employee’s ability to compete against Unitek and agrees its Affiliates that are engaged in the Shares may ultimately prove Business (as defined below) to be worth significantly more or significantly less than Subscriber perceives them to be worth nowthe extent that they protect and preserve the legitimate business interests and goodwill of Unitek and/or its Affiliates that are engaged in the Business, and that no representation or warranty is made by the Corporation limits contained herein are in consideration for and as an inducement for, among other things, Employee’s right to receive the “fair value” options to purchase common stock of the Shares or the interest Holdings set forth in the Corporation that they represent, either now or in the futureSection 6(d). (civ) The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws covenants and undertakings by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations Employee contained in this Agreement Section 9 relate to matters which are of a special, unique and extraordinary character, and a violation of any of the terms of this Section 9 will cause irreparable injury to Unitek, the amount of which will be impossible to estimate or determine and which cannot be adequately compensated by monetary damages. Accordingly, the remedy at law for any breach of this Section 9 will be inadequate. Therefore, notwithstanding Section 20, Unitek will be entitled to a temporary and permanent injunction, restraining order or any other equitable relief from any court of competent jurisdiction in the purpose event of determining whether any breach or threatened breach of this transaction meets Section 9 by Employee without the requirements necessity of proving actual damage or posting of any bond whatsoever. Employee consents to jurisdiction and venue in the Federal or State courts of Mxxxxxxxxx County, Pennsylvania for such exemptionsequitable relief. (dv) The Shares rights and remedies provided by this Section 9 are “restricted securities” under applicable federal securities laws cumulative and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by rights and remedies which Unitek may have hereunder or at law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWSin equity. The parties hereto agree that, if any arbitrator or court of competent jurisdiction determines that a specified time period, a specified geographical area, a specified business limitation or any other relevant feature of this Section 9 is unreasonable, arbitrary or against public policy, then a lesser period of time, geographical area, business limitation or other relevant feature which is determined by such arbitrator or court to be reasonable, not arbitrary and not against public policy may be enforced against the applicable party. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby The undersigned acknowledges that Subscriber, either alone or together it understands its obligation to comply with Subscriber’s advisors (if any), has read, understands and agrees with and to the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber acknowledges and agrees that the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” provisions of the Shares or the interest in the Corporation that they represent, either now or in the future. (c) The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Exchange Act and the rules of the Securities and Exchange Commission providethereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in substance, that Subscriber may only dispose connection with any offering of the Shares Registrable Securities pursuant to an effective registration statement under the Securities Act or an exemption from such registration if availableShelf Registration Statement. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions undersigned agrees that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, the Company has offered agreed under certain circumstances to indemnify the Selling Securityholders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or sold changes in the Shares information provided herein that may occur subsequent to Subscriber the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to items (1) through (7) above and the inclusion of such information in the Shelf Registration Statement and the related Prospectus. The undersigned understands that such information will be relied upon by any form the Company in connection with the preparation or amendment of general solicitationthe Shelf Registration Statement and the related Prospectus. Once this Notice and Questionnaire is executed by the undersigned and received by the Company, general or public media advertising or mass mailingthe terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the undersigned with respect to the Registrable Securities beneficially owned by the undersigned and listed in Item (3) above. This Notice and Questionnaire shall be governed in all respects by the laws of the State of Florida.

Acknowledgments. Subscriber hereby acknowledges that Subscriber, either alone or together with Subscriber’s 's advisors (if any), has read, understands and agrees with and to the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber acknowledges and agrees that the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “"fair value” " of the Shares or the interest in the Corporation that they represent, either now or in the future. (c) The Shares have not been registered under the Securities Act of 1933, as amended (the “"Securities Act”"), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s 's representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “"restricted securities” " under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “"private placements,” " in which event the transferee will acquire “"restricted securities” " subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby Investor is a sophisticated, experienced investor, capable of evaluating the value of the Management Fee Shares, the Future Xxxx Revenue Rights, the Competing Fund Covenant and the Equity Purchase Price, and in making its decision to acquire the shares of the Company Class A Common Stock issued in respect of the Equity Purchase Price and to relinquish the Management Fee Shares, the Future Xxxx Revenue Rights and the Competing Fund Covenant pursuant to this Purchase Agreement, it (i) is responsible for making its own evaluation of information about Blue Owl that it may receive from Blue Owl, and (ii) has not relied upon any representations, warranties, covenants, or agreements of Blue Owl or any affiliate thereof other than those set forth in this Purchase Agreement. Investor acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), Blue Owl has read, understands and agrees with and no obligation to provide information to Investor relating to the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber acknowledges and agrees that value of the Corporation may at any time sell shares of its capital stock at a price greater the Company Class A Common Stock issued in respect of the Equity Purchase Price or otherwise, except as specified in this Purchase Agreement, and the aggregate Cash Purchase Price and Equity Purchase Price in exchange for the relinquishment of the Management Fee Shares, the Future Xxxx Revenue Rights and the Competing Fund Covenant may be more or less than the Per Share Subscription Price pursuant fair market value thereof. Investor hereby confirms that it has consulted to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth nowextent deemed appropriate by Investor with Investor’s own advisers, and has reviewed all publicly available information, with respect to Company. Investor further represents and warrants that no representation it has, independently and without reliance upon Blue Owl, its affiliates or warranty is agents, and based on such documents and information as Investor has deemed appropriate, made by the Corporation as to the “fair value” of the Shares or the interest in the Corporation that they representits own appraisal of, either now or in the future. (c) The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant toinvestigation into, the Securities Act. Accordinglybusiness, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Actoperations, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionallyproperty, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequencelegal, Subscriber must bear the economic risks regulatory, accounting, financial, tax and other conditions, creditworthiness and consequences of an investment in Blue Owl and made its own decision with respect to the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall transactions contemplated hereunder. Investor acknowledges that Blue Owl may be in addition possession of material non-public information with respect to the Management Fee Shares, the Future Xxxx Revenue Rights and the Competing Fund Covenant. Investor acknowledges that it has not requested Blue Owl to disclose any material or potentially material non-public information relating to Blue Owl or its securities other legends required than as represented and warranted in this Purchase Agreement, and Blue Owl has not done so. Investor agrees that Blue Owl shall not be obligated to disclose any material non-public information it may have other than as represented and warranted in this Purchase Agreement, or have any liability with respect to such non-disclosure. Investor hereby waives its right to rescind or invalidate the relinquishment of the Management Fee Shares, the Future Xxxx Revenue Rights and the Competing Fund Covenant or to seek damages or other remuneration from Blue Owl based on Blue Owl’s possession of such information or the lack of possession of any such information by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWSInvestor. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby A. Franchisee represents and acknowledges that Subscriberit has received, either alone or together read and understood this Agreement and Franchisor's Uniform Franchise Offering Circular; and that Franchisor has fully and adequately explained the provisions of each to Franchisee's satisfaction; and that Franchisor has accorded Franchisee ample time and opportunity to consult with Subscriber’s advisors of its own choosing about the potential benefits and risks of entering into this Agreement. B. Franchisee acknowledges that it has received a copy of this Agreement and the attachments thereto, at least five (if any), has read, understands and agrees with and 5) business days prior to the following: date on which this Agreement was executed. Franchisee further acknowledges that Franchisee has received the disclosure document required by the Trade Regulation Rule of the Federal Trade Commission entitled Disclosure Requirements and Prohibitions Concerning Franchising and Business Opportunity Ventures, at least (a10) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONSbusiness days prior to the date on which this Agreement was executed. (b) Subscriber acknowledges C. Franchisee has been advised to consult with its own advisors with respect to the legal, financial and other aspect of this Agreement, the business franchised hereby, and the prospects for that business. Franchisee has either consulted with such advisors or has deliberately declined to do so. D. The covenants not to compete set forth in this Agreement are fair and reasonable and will not impose any undue hardship on Franchisee, since Franchisee has other considerable skills, experience and education which afford Franchisee the opportunity to derive income from other endeavors. E. Franchisee affirms that all information set forth in any and all applications, financial statements and submissions to Franchisor is true, complete and accurate in all respects, with Franchisee expressly acknowledging that Franchisor is relying upon the truthfulness, completeness and accuracy of such information. F. Franchisee has conducted an independent investigation of the business contemplated by this Agreement and recognizes that, like any other business, an investment in a EASYRIDERS Franchised Business involves business risks and that the success of the venture is primarily dependent upon the business abilities and efforts of Franchisee. G. Franchisee hereby consents and agrees that the Corporation may at any time sell shares disputes arising between Franchisor and Franchisee be submitted to arbitration as provided in Paragraph XXIX.A. of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” of the Shares or the interest in the Corporation that they represent, either now or in the future. H. FRANCHISEE UNDERSTANDS AND ACKNOWLEDGES THAT ALL REPRESENTATIONS OF FACT CONTAINED HEREIN ARE MADE SOLELY BY FRANCHISOR. ALL DOCUMENTS, INCLUDING FRANCHISOR'S FRANCHISE AGREEMENT AND UNIFORM FRANCHISE OFFERING CIRCULAR AND ALL EXHIBITS THERETO, HAVE BEEN PREPARED SOLELY IN RELIANCE UPON REPRESENTATIONS MADE AND INFORMATION PROVIDED BY FRANCHISOR, ITS OFFICERS AND DIRECTORS. FRANCHISEE FURTHER AGREES TO INDEMNIFY AND HOLD HARMLESS THE PREPARER OF ANY AND ALL SUCH FRANCHISE AGREEMENTS, OFFERING CIRCULARS AND EXHIBITS THERETO FROM ANY AND ALL LOSS, COSTS, EXPENSES, (c) The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”INCLUDING ATTORNEYS' FEES), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptionsDAMAGES AND LIABILITIES RESULTING FROM ANY REPRESENTATIONS AND/OR CLAIMS MADE BY FRANCHISOR IN SUCH DOCUMENTS. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby The Participant acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands and agrees with and to the followingthat: (ai) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber acknowledges and agrees that The Incentive Units cannot be transferred except in very limited circumstances in accordance with the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” provisions of the Shares or LLC Agreement, the interest in Incentive Plan and this Agreement and at present no market for the Corporation Incentive Units exists and it is not anticipated that they represent, either now or a market for the Incentive Units will develop in the future. (cii) The Shares Incentive Units may be worthless. (iii) The Company is treated as a “partnership” for federal and state income tax purposes and, as a result of receiving and holding the Incentive Units, the Participant will be treated as a “partner” of the Company for federal and state income tax purposes. Further, the Participant acknowledges that the Participant’s status may have adverse consequences to the Participant with respect to matters in which employees may be treated more favorably than partners, such as entitlement to and the tax treatment of fringe benefits, employee benefit plans, payroll taxes, and possible self-employment tax liability. (iv) The Participant will receive an annual Schedule K-l from the Company requiring that the Participant report on the Participant’s tax return the Participant’s distributive share of the income, gain, loss, deductions and credits of the Company attributable to the Incentive Units (including any unvested Incentive Units). (v) The distributions made to the Participant will not be subject to FIC A or other tax withholding. (vi) Ownership of the Incentive Units may result in taxable income to the Participant without a corresponding cash or in-kind distribution. (vii) The Participant has been advised to seek and has had an opportunity to seek independent advice regarding the Tax Matters, including the 83(b) Election required by Section 8 hereof. (viii) The Company will have no obligation to indemnify or hold the Participants harmless for any claims or liabilities arising from the Tax Matters. (ix) The Incentive Units will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), ) or any applicable state securities laws by reason of specific (collectively, the “Securities Laws”), and they are being issued in reliance upon certain exemptions contained in Securities Laws, including Rule 701 promulgated under the provisions thereof which depend in part upon Securities Act and corresponding state law exemptions, if any, and the representations made and warranties of the Participant contained herein are essential to any claim of exemption by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets Company under the requirements for such exemptionsSecurities Laws. (dx) The Shares Incentive Units are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, as that term is defined in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement Rule 144 promulgated under the Securities Act or Act. (xi) The Participant is aware that there is no assurance of an exemption from such registration if available. The Corporation has no obligation or intention Initial Offering and even in the event of an Initial Offering, any capital stock which may be distributed by the Company to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from Participant cannot be transferred without registration under the Securities Act, including “private placements,” in which event Laws unless the transferee will acquire “restricted securities” subject Company receives an opinion of counsel acceptable to it (as to both counsel and the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction opinion) that such registration is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of timenot required. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby A. Franchisee represents and acknowledges that Subscriberit has received, either alone or together read and understood this Agreement and Franchisor's Uniform Franchise Offering Circular; and that Franchisor has fully and adequately explained the provisions of each to Franchisee's satisfaction; and that Franchisor has accorded Franchisee ample time and opportunity to consult with Subscriber’s advisors of its own choosing about the potential benefits and risks of entering into this Agreement. B. Franchisee acknowledges that it has received a copy of this Agreement and the attachments thereto, at least five (if any), has read, understands and agrees with and 5) business days prior to the following: date on which this Agreement was executed. Franchisee further acknowledges that Franchisee has received the disclosure document required by the Trade Regulation Rule of the Federal Trade Commission entitled "Disclosure Requirements and Prohibitions Concerning Franchising and Business Opportunity Ventures" at least ten (a10) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONSbusiness days prior to the date on which this Agreement was executed. (b) Subscriber acknowledges C. Franchisee has been advised to consult with its own advisors with respect to the legal, financial and agrees that the Corporation may at any time sell shares other aspects of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement, the business franchised hereby and the prospects for that business. Subscriber acknowledges and agrees that the Shares may ultimately prove Franchisee has either consulted with such advisors or has deliberately declined to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” of the Shares or the interest in the Corporation that they represent, either now or in the futuredo so. (c) D. The Shares have covenants not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber to compete set forth in this Agreement. The Corporation Agreement are fair and reasonable and shall not impose any undue hardship on Franchisee, since Franchisee has other considerable skills, experience and education which afford Franchisee the opportunity to derive income from other endeavors. E. Franchisee affirms that all information set forth in any and all applications, financial statements and submissions to Franchisor is true, complete and accurate in all respects, with Franchisee expressly acknowledging that Franchisor is relying upon Subscriber’s representations contained in the truthfulness, completeness and accuracy of such information. F. Franchisee has conducted an independent investigation of the business contemplated by this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission providerecognizes that, in substancelike any other business, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in a RezCity.com Franchised Business involves business risks and that thx xxxxxxx of the Shares for an indefinite period venture is primarily dependent upon the business abilities and efforts of timeFranchisee. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber The parties hereby acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands and agrees with and to make the followingfollowing acknowledgments: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS.The Borrowers, Guarantors, the Administrative Agent and Lenders hereby acknowledge the accuracy of the foregoing recitals and such recitals among the parties are hereby adopted and made a part hereof; (b) Subscriber acknowledges The Borrowers and agrees the Administrative Agent and Lenders hereby acknowledge that (i) the Corporation may at any time sell shares of its capital stock at a price greater or less than Borrowers each executed the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” of the Shares or the interest Loan Documents in the Corporation that they representplaces where their names are noted therein, either now on the dates indicated therein; and (ii) the Borrowers are properly obligated under the Loan Documents and the terms of this Amendment and such obligations are not subject to any defenses, setoffs or in counterclaims against the future.Administrative Agent and/or Lenders; (c) The Shares have not been registered Guarantors and the Administrative Agent and Lenders hereby acknowledge that (i) the Guarantors executed and provided certain guaranties in connection with the Loans on the dates indicated therein; and (ii) the Guarantors are properly obligated under the Securities Act of 1933applicable guaranties and such obligations are not subject to any defenses, as amended (setoffs or counterclaims against the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions.Administrative Agent and/or Lenders; (d) The Shares are “restricted securities” under applicable federal securities laws Borrowers, Guarantors, the Administrative Agent and Lenders hereby acknowledge that the Securities Act Administrative Agent’s security interests and liens in the rules Collateral are, to the best of their knowledge, properly perfected and that Administrative Agent has a first and best lien with respect to the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares Collateral pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention Loan Documents, subject only to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject assessments and real property taxes with respect to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time.Domestic Real Property; (e) The certificate(s) evidencing Borrowers and Guarantors acknowledge that the Shares Administrative Agent has employed outside counsel for advice and other representation and has incurred and will bear continue to incur legal and/or other costs and expenses in connection with the following legend, which shall be in addition Loans and recovery of the Obligations owed to any other legends required the Lenders and that such costs and expenses constitute Obligations of the Borrowers secured by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS.the Collateral pursuant to the Loan Documents; (f) Neither All of the Corporation nor provisions of the Loan Documents are ratified and confirmed and remain in full force and effect except to the extent modified by this Amendment. The Borrowers, Guarantors, Administrative Agent and Lenders hereby expressly intend that this Amendment shall not in any person acting manner (i) constitute the refinancing, refunding, payment or extinguishment of the Obligations evidenced by the existing Loan Documents; (ii) be deemed to evidence a novation of the outstanding balance of the Obligations; or (iii) replace, impair, or extinguish the creation, attachment, perfection or priority of the Liens in favor of the Administrative Agent on its behalf has offered the Collateral. Each Borrower and Guarantor ratifies and reaffirms any and all grants of Liens to the Administrative Agent for the benefit of the Lenders on the Collateral as security for the Obligations, and each Borrower and Guarantor acknowledges and confirms that the grant of the Liens to the Administrative Agent on the Collateral: (x) represents continuing Liens on all of the Collateral, and (y) secures all of the Obligations; and (g) The Borrowers and Guarantors acknowledge that the Loans are in default and that the Administrative Agent and Lenders are not obligated to fund, or sold otherwise make disbursements or advances, pursuant to the Shares to Subscriber by any form of general solicitation, general Loans or public media advertising or mass mailingLoan Documents.

Acknowledgments. Subscriber hereby acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands and agrees with and to the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONSExcept as expressly set forth herein, Seller acknowledges that the Company has not made, and is not making, any representation or warranty as to the business, assets, properties, condition (financial or otherwise), risks, results of operations, prospects or any other aspect of the operations of the Company or its subsidiaries. Seller has such knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of the transaction contemplated to be made hereunder. Seller has adequate information and has made its own independent investigation concerning the business, properties, condition (financial or otherwise), risks, results of operations and prospects of the Company and its subsidiaries taken as a whole to make an informed decision regarding the sale of Shares. In entering into this Agreement, Seller has relied solely upon its own investigation and analysis, and Seller acknowledges that, except for the representations and warranties of the Company expressly set forth in Article III of this Agreement, neither the Company nor its representatives makes any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Seller. Seller acknowledges that the Shares may be worth more or less than the Purchase Price, that the Company may enter into one or more transactions or related series of transactions, or otherwise operate its business in a fashion, that may increase the value of the Shares in excess of the Purchase Price and Seller hereby waives forever any claims or rights that he may have now or at any time in the future with respect to any such increase in value of the Shares. (b) Subscriber Seller acknowledges and agrees that the Corporation may at Company has no obligation to purchase any time sell shares of its capital stock at a price greater or less than Shares from Seller unless and until the Per Share Subscription Price Company makes Other Purchases pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth nowRepurchase Program during the Purchase Period, and that no representation or warranty is made by then the Corporation Company shall only be obligated to purchase Shares from Seller as to the “fair value” of the Shares or the interest provided in the Corporation that they represent, either now or in the futureSection 1.2. (c) The Shares have not been registered under the Securities Act of 1933, as amended Seller acknowledges that (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (di) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares will be purchased pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of Repurchase Program on a discretionary basis as determined by the Shares underCompany’s management, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionallymarket conditions, applicable state securities laws legal requirements, available cash on hand and other factors; (ii) the Repurchase Program does not include specific price targets or timetables and may allow sales of be modified or suspended at any time and could be terminated prior to completion; (iii) the Shares only if the Shares are registered or the transaction Repurchase Program is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks compliance with federal law limiting foreign ownership of an investment in the Shares for an indefinite period of time. Shares; and (eiv) The certificate(s) evidencing the repurchased Shares will bear be added to the following legendCompany’s treasury stock and may be used for employee benefit plans, which shall be in addition to any future acquisitions or other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWScorporate purposes. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby The Recipient acknowledges that Subscriberthe provisions of this Article VIII are (i) in addition to, either alone and not in limitation of, any obligation of the Recipient’s under the terms of any employment agreement with the Company or together any of its Subsidiaries or Affiliates, (ii) in consideration of (A) employment with Subscriberthe Company or any of its Subsidiaries or Affiliates, (B) the issuance of the RSUs by the Company and (C) additional good and valuable consideration as set forth in this Agreement. In addition, the Recipient agrees and acknowledges that the restrictions contained in Article VIII do not preclude the Recipient from earning a livelihood, nor do they unreasonably impose limitations on the Recipient’s advisors ability to earn a living. In addition, the Recipient acknowledges that (if anyx) the business of the Company and its Subsidiaries and Affiliates will be international in scope and without geographical limitation, (y) notwithstanding the state of incorporation or principal office of the Company or its Subsidiaries or Affiliates, or any of their respective executives or employees (including the Recipient), has readit is expected that the Company and its Subsidiaries and Affiliates will have business activities and have valuable business relationships within its industry throughout the world, understands and (z) as part of the Recipient’s responsibilities, the Recipient will be traveling and conducting business throughout the world in furtherance of the Company’s and/or its Subsidiaries’ and Affiliates’ business and their respective relationships. The Recipient agrees with and acknowledges that the potential harm to the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber Company or its Subsidiaries or Affiliates of the non-enforcement of this Article VIII outweighs any potential harm to the Recipient of its enforcement by injunction or otherwise. The Recipient acknowledges that he or she has carefully read this Agreement and has given careful consideration to the restraints imposed upon the Recipient by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company, and its Subsidiaries and Affiliates now existing or to be developed in the future. The Recipient expressly acknowledges and agrees that the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges each and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made every restraint imposed by the Corporation as to the “fair value” of the Shares or the interest in the Corporation that they represent, either now or in the future. (c) The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptionsis reasonable with respect to subject matter, time period and geographical area. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands Employee and agrees with Unitek acknowledge and to the followingagree that: (ai) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONSEmployee is being employed hereunder in a key capacity with Unitek and that Unitek is engaged in a highly competitive business and that the success of Unitek’s business in the marketplace depends upon its goodwill and reputation for quality and dependability. (bii) Subscriber acknowledges and agrees that the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant Employee will have access to Confidential Information in performing his duties for Unitek under this Agreement. Subscriber acknowledges . (iii) Reasonable limits may be placed on Employee’s ability to compete against Unitek and agrees its Affiliates that are engaged in the Shares may ultimately prove Business (as defined below) to be worth significantly more or significantly less than Subscriber perceives them to be worth nowthe extent that they protect and preserve the legitimate business interests and goodwill of Unitek and/or its Affiliates that are engaged in the Business, and that no representation or warranty is made by the Corporation limits contained herein are in consideration for and as an inducement for, among other things, Employee’s right to receive the “fair value” options to purchase common stock of the Shares or the interest Holdings set forth in the Corporation that they represent, either now or in the futureSection 6(d). (civ) The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws covenants and undertakings by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations Employee contained in this Agreement Section 9 relate to matters which are of a special, unique and extraordinary character, and a violation of any of the terms of this Section 9 will cause irreparable injury to Unitek, the amount of which will be impossible to estimate or determine and which cannot be adequately compensated by monetary damages. Accordingly, the remedy at law for any breach of this Section 9 will be inadequate. Therefore, notwithstanding Section 20, Unitek will be entitled to a temporary and permanent injunction, restraining order or any other equitable relief from any court of competent jurisdiction in the purpose event of determining whether any breach or threatened breach of this transaction meets Section 9 by Employee without the requirements necessity of proving actual damage or posting of any bond whatsoever. Employee consents to jurisdiction and venue in the Federal or State courts of Xxxxxxxxxx County, Pennsylvania for such exemptionsequitable relief. (dv) The Shares rights and remedies provided by this Section 9 are “restricted securities” under applicable federal securities laws cumulative and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by rights and remedies which Unitek may have hereunder or at law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWSin equity. The parties hereto agree that, if any arbitrator or court of competent jurisdiction determines that a specified time period, a specified geographical area, a specified business limitation or any other relevant feature of this Section 9 is unreasonable, arbitrary or against public policy, then a lesser period of time, geographical area, business limitation or other relevant feature which is determined by such arbitrator or court to be reasonable, not arbitrary and not against public policy may be enforced against the applicable party. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby The Participant acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands and agrees with and to the followingthat: (ai) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber acknowledges and agrees that The Incentive Units cannot be transferred except in very limited circumstances in accordance with the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” provisions of the Shares or LLC Agreement, the interest in Incentive Plan and this Agreement and at present no market for the Corporation Incentive Units exists and it is not anticipated that they represent, either now or a market for the Incentive Units will develop in the future. (cii) The Shares Incentive Units may be worthless. (iii) The Company is treated as a “partnership” for federal and state income tax purposes and, as a result of receiving and holding the Incentive Units, the Participant will be treated as a “partner” of the Company for federal and state income tax purposes. Further, the Participant acknowledges that the Participant’s status may have adverse consequences to the Participant with respect to matters in which employees may be treated more favorably than partners, such as entitlement to and the tax treatment of fringe benefits, employee benefit plans, payroll taxes, and possible self-employment tax liability. (iv) The Participant will receive an annual Schedule K-1 from the Company requiring that the Participant report on the Participant’s tax return the Participant’s distributive share of the income, gain, loss, deductions and credits of the Company attributable to the Incentive Units (including any unvested Incentive Units). (v) The distributions made to the Participant will not be subject to FICA or other tax withholding. (vi) Ownership of the Incentive Units may result in taxable income to the Participant without a corresponding cash or in-kind distribution. (vii) The Participant has been advised to seek and has had an opportunity to seek independent advice regarding the Tax Matters, including the 83(b) Election required by Section 8 hereof. (viii) The Company will have no obligation to indemnify or hold the Participants harmless for any claims or liabilities arising from the Tax Matters. (ix) The Incentive Units will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), ) or any applicable state securities laws by reason of specific (collectively, the “Securities Laws”), and they are being issued in reliance upon certain exemptions contained in Securities Laws, including Rule 701 promulgated under the provisions thereof which depend in part upon Securities Act and corresponding state law exemptions, if any, and the representations made and warranties of the Participant contained herein are essential to any claim of exemption by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets Company under the requirements for such exemptionsSecurities Laws. (dx) The Shares Incentive Units are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, as that term is defined in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement Rule 144 promulgated under the Securities Act or Act. (xi) The Participant is aware that there is no assurance of an exemption from such registration if available. The Corporation has no obligation or intention Initial Offering and even in the event of an Initial Offering, any capital stock which may be distributed by the Company to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from Participant cannot be transferred without registration under the Securities Act, including “private placements,” in which event Laws unless the transferee will acquire “restricted securities” subject Company receives an opinion of counsel acceptable to it (as to both counsel and the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction opinion) that such registration is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of timenot required. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, The Investor understands and agrees with and to the followingacknowledges that: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber acknowledges and agrees that the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” of the Shares or the interest in the Corporation that they represent, either now or in the future. (c) The Shares have not been registered or qualified under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws in reliance upon exemptions from the registration requirements of such laws, and the Shares may not be sold, transferred or otherwise disposed of by reason the Investor except in compliance with the registration requirements of specific such laws or pursuant to available exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreementfrom registration. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose Investor has no immediate right to require registration of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if availablestate securities laws, and there is no assurance that any trading market in the Shares will develop. The Corporation has no obligation or intention to register any offer and sale of the Shares underhas not been approved or disapproved by the United States Securities and Exchange Commission or any state regulatory authority, or and any representation to take action so as to permit sales pursuant tothe contrary is unlawful. (b) There is no market for the Shares, it is unknown whether a market for the Shares will ever develop, and, accordingly, the Securities Act. Accordingly, Subscriber Investor may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject have to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in hold the Shares for an indefinite period of time. (c) The Company has directed the Investor to seek independent advice regarding the tax consequences of the Investor's purchase of the Shares and that the Investor has not relied on either the Company or counsel to the Company with respect to such tax consequences. (d) None of the Company, its directors or officers, or any other person has represented, warranted, promised or guaranteed any return on the Shares. (e) The certificate(s) evidencing Any certificates representing the Shares will bear be imprinted with a legend in substantially the following legend, which shall be in addition to any other legends required by law or contractform: "THE SHARES REPRESENTED SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE ABSENCE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND SUCH OTHER APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold " Any certificates representing the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailingwill be also be imprinted with the additional legends provided in the Offering Documents.

Acknowledgments. Subscriber Each Obligor hereby acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands and agrees with and to the followingthat: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISKneither the Collateral Agent nor any Guaranteed Creditor has any fiduciary relationship with or duty to any Obligor arising out of or in connection with this Agreement or any of the other Guaranteed Documents, and the relationship between the Obligors, on the one hand, and the Collateral Agent and Guaranteed Creditors, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS.and (b) Subscriber acknowledges and agrees that the Corporation may at any time sell shares of its capital stock at a price greater no joint venture is created hereby or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” other Guaranteed Documents or otherwise exists by virtue of the Shares transactions contemplated hereby among the Guaranteed Creditors or among the interest in Obligors and the Corporation that they represent, either now or in the futureGuaranteed Creditors. (c) The Shares have not been registered under Each of the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in parties hereto specifically agrees that it has a duty to read this Agreement for and the purpose other Guaranteed Documents and agrees that it is charged with notice and knowledge of determining whether the terms of this Agreement and the other Guaranteed Documents; that it has in fact read this Agreement and the other Guaranteed Documents and is fully informed and has full notice and knowledge of the terms, conditions and effects thereof; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the other Guaranteed Documents and has received the advice of its attorney in the negotiation, execution and delivery of this Agreement and the Guaranteed Documents; and that it recognizes that certain of the terms of this Agreement and the Guaranteed Documents result in one party assuming the liability inherent in some aspects of the transaction meets and relieving the requirements other party of its responsibility for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if availableliability. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE SHARES REPRESENTED BY VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER AGREEMENT AND THE SECURITIES ACT OF 1933 GUARANTEED DOCUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE KNOWLEDGE OF SUCH REGISTRATION PROVISION OR AN EXEMPTION THEREFROM UNDER THAT THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWSPROVISION IS NOT “CONSPICUOUS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.”

Acknowledgments. Subscriber hereby acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands Employee and agrees with Unitek acknowledge and to the followingagree that: (ai) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONSEmployee is being employed hereunder in a key capacity with Unitek and that Unitek is engaged in a highly competitive business and that the success of Unitek’s business in the marketplace depends upon its goodwill and reputation for quality and dependability. (bii) Subscriber acknowledges and agrees that the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant Employee will have access to Confidential Information in performing his duties for Unitek under this Agreement. Subscriber acknowledges . (iii) Reasonable limits may be placed on Employee’s ability to compete against Unitek and agrees its Affiliates that are engaged in the Shares may ultimately prove Business (as defined below) to be worth significantly more or significantly less than Subscriber perceives them to be worth nowthe extent that they protect and preserve the legitimate business interests and goodwill of Unitek and/or its Affiliates that are engaged in the Business, and that no representation or warranty is made by the Corporation limits contained herein are in consideration for and as an inducement for, among other things, Employee’s right to receive the “fair value” of the Shares or the interest Options and/or other Awarded Securities referenced in the Corporation that they represent, either now or in the futureSection 6(d). (civ) The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws covenants and undertakings by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations Employee contained in this Agreement Section 9 relate to matters which are of a special, unique and extraordinary character, and a violation of any of the terms of this Section 9 will cause irreparable injury to Unitek, the amount of which will be impossible to estimate or determine and which cannot be adequately compensated by monetary damages. Accordingly, the remedy at law for any breach of this Section 9 will be inadequate. Therefore, notwithstanding Section 20, Unitek will be entitled to a temporary and permanent injunction, restraining order or any other equitable relief from any court of competent jurisdiction in the purpose event of determining whether any breach or threatened breach of this transaction meets Section 9 by Employee without the requirements necessity of proving actual damage or posting of any bond whatsoever. Employee consents to jurisdiction and venue in the Federal or State courts of Xxxxxxxxxx County, Pennsylvania for such exemptionsequitable relief. (dv) The Shares rights and remedies provided by this Section 9 are “restricted securities” under applicable federal securities laws cumulative and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by rights and remedies which Unitek may have hereunder or at law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWSin equity. The parties hereto agree that, if any arbitrator or court of competent jurisdiction determines that a specified time period, a specified geographical area, a specified business limitation or any other relevant feature of this Section 9 is unreasonable, arbitrary or against public policy, then a lesser period of time, geographical area, business limitation or other relevant feature which is determined by such arbitrator or court to be reasonable, not arbitrary and not against public policy may be enforced against the applicable party. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby Claimant declares and acknowledges that SubscriberClaimant has read and understands the terms of this Release and of the MSA, either alone or together that she has been represented by her attorneys with Subscriber’s advisors (if any), has read, understands and agrees with and regard to the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber acknowledges execution of this Release and agrees that the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth nowMSA, and that no she executes this Release voluntarily after consultation with her attorneys and without being induced, pressured or unduly influenced by any unwritten statement or representation or warranty is made by the Corporation as to the “fair value” of the Shares or the interest in the Corporation that they represent, either now or in the future. (c) The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf of the Named Defendants, the Released Persons, or anyone else. Claimant further declares and acknowledges that she fully understands the nature, sufficiency and value of the consideration set forth in Section J, above, and agrees to accept said consideration for the releases and other benefits granted to the Released Persons herein. Date of Signature: / / (month) (day) (year) BEFORE ME, the undersigned authority, the Person known to be the Program Participant named above personally appeared on the Signature Date shown and acknowledged under oath to my satisfaction that he/she has offered signed, sealed and delivered this document as his or sold her act and deed for the Shares to Subscriber purposes therein expressed and in the capacity therein expressed. Notary Public in and for the State or Jurisdiction: Date Notary Commission Expires / / (month) (day) (year) Notary: Check here if your Notary Commission has no expiration date under the law of your jurisdiction. Place Notary Seal or Stamp in this Space: Notary: Check here if your jurisdiction does not require a seal or stamp. Date of Signature: / / (month) (day) (year) Name Address Street City State Zip Social Security Number | | | | | | | | | | (Enter numbers only) Representative’s Name First Middle Last Representative’s Address Street City State Zip Name Address Street City State Zip Social Security Number | | | | | | | | | | (Enter numbers only) THIS RELEASE, INDEMNITY, and ASSIGNMENT (“Release”) is made and entered into by any form of general solicitationthe undersigned Claimant or Representative Claimant, general or public media advertising or mass mailingand the Derivative Claimant(s) (as defined below) on the date signed below.

Acknowledgments. Subscriber hereby acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands Employer and agrees with Employee acknowledge and to the followingagree that: (aA) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS.By entering into this Separation Agreement, Employee does not waive any rights or Claims (including, without limitation, Claims arising under ADEA) that may arise after the date of Employee’s execution and delivery of this Separation Agreement. By entering into this Separation Agreement, Employer also does not waive any rights or claims that may arise after the date of Employer’s execution and delivery of this Separation Agreement; (bB) Subscriber acknowledges This Separation Agreement shall not affect the rights and agrees that the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” responsibilities of the Shares or the interest in the Corporation that they represent, either now or in the future. (c) The Shares have not been registered under the Securities Act of 1933, as amended Equal Employment Opportunity Commission (the “Securities ActEEOC”)) or similar federal or state agency to enforce ADEA or other laws, and further acknowledge and agree that this Separation Agreement shall not be used to justify interfering with Employee’s protected right to file a charge or participate in an investigation or proceeding conducted by the EEOC or similar federal or state agency. Accordingly, nothing in this Separation Agreement shall preclude Employee from filing a charge with, or participating in any manner in an investigation, hearing or proceeding conducted by, the EEOC or similar federal or state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws agency, but Employee hereby waives any and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant all rights to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares recover under, or by virtue of, any such investigation, hearing or proceeding; (C) Notwithstanding anything set forth in this Separation Agreement to take action so as the contrary, nothing in this Separation Agreement shall affect or be used to permit sales pursuant tointerfere with Employee’s protected right to test in any court, under the Older Workers’ Benefit Protection Act, or like statute or regulation, the Securities Act. Accordingly, Subscriber may dispose validity of the Shares only waiver of Employee’s rights under ADEA set forth in certain transactions that are exempt the Mutual Release; and (D) Nothing in this Separation Agreement shall be deemed a waiver or release of, or preclude Employee from registration exercising, Employee’s rights, if any (i) under Section 601-608 of the Securities ActEmployee Retirement Income Security Act of 1974, including “private placements,” as amended, popularly known as COBRA, (ii) Employer’s 401(k) plan, or (iii) with respect to vested stock options, if any, in which event the transferee will acquire “restricted securities” Employer, subject to the same limitations as in terms of Plan and the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of timecorresponding stock option agreements. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands Employer and agrees with Employee acknowledge and to the followingagree that: (aA) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS.By entering into this Separation Agreement, Employee does not waive any rights or Claims (including, without limitation, Claims arising under ADEA) that may arise after the date that Employee executes and delivers this Separation Agreement to Employer. By entering into this Separation Agreement, Employer also does not waive any rights or claims that may arise after the date that Employer executes and delivers this Separation Agreement to Employee; (bB) Subscriber acknowledges This Separation Agreement shall not affect the rights and agrees that the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” responsibilities of the Shares or the interest in the Corporation that they represent, either now or in the future. (c) The Shares have not been registered under the Securities Act of 1933, as amended Equal Employment Opportunity Commission (the “Securities ActEEOC”)) or similar federal or state agency to enforce ADEA or other laws, and further acknowledge and agree that this Separation Agreement shall not be used to justify interfering with Employee’s protected right to file a charge or participate in an investigation or proceeding conducted by the EEOC or similar federal or state agency. Accordingly, nothing in this Separation Agreement shall preclude Employee from filing a charge with, or participating in any manner in an investigation, hearing or proceeding conducted by, the EEOC or similar federal or state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws agency, but Employee hereby waives any and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant all rights to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares recover under, or by virtue of, any such investigation, hearing or proceeding; (C) Notwithstanding anything set forth in this Separation Agreement to take action so as the contrary, nothing in this Separation Agreement shall affect or be used to permit sales pursuant tointerfere with Employee’s protected right to test in any court, under the Older Workers’ Benefit Protection Act, or like statute or regulation, the Securities Act. Accordingly, Subscriber may dispose validity of the Shares only waiver of rights under ADEA set forth in certain transactions that are exempt this Separation Agreement; and (D) Nothing in this Separation Agreement shall be deemed a waiver or release of, or preclude Employee from registration exercising, Employee’s rights, if any (i) under Section 601-608 of the Securities ActEmployee Retirement Income Security Act of 1974, including “private placements,” as amended, popularly known as COBRA, (ii) Employer’s 401(k) plan, or (iii) with respect to vested stock options, if any, in which event the transferee will acquire “restricted securities” Employer, subject to the same limitations as in terms of Plan and the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of timecorresponding stock option agreements. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands Employee and agrees with Unitek acknowledge and to the followingagree that: (ai) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONSEmployee is being employed hereunder in a key capacity with Unitek and that Unitek is engaged in a highly competitive business and that the success of Unitek’s business in the marketplace depends upon its goodwill and reputation for quality and dependability. (bii) Subscriber acknowledges and agrees that the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant Employee will have access to Confidential Information in performing his duties for Unitek under this Agreement. Subscriber acknowledges . (iii) Reasonable limits may be placed on Employee’s ability to compete against Unitek and agrees its Affiliates that are engaged in the Shares may ultimately prove Business (as defined below) to be worth significantly more or significantly less than Subscriber perceives them to be worth nowthe extent that they protect and preserve the legitimate business interests and goodwill of Unitek and/or its Affiliates that are engaged in the Business, and that no representation or warranty is made by the Corporation limits contained herein are in consideration for and as an inducement for, among other things, Employee’s right to receive the “fair value” of the Shares or the interest Options and/or other Awarded Securities referenced in the Corporation that they represent, either now or in the futureSection 6(d). (civ) The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws covenants and undertakings by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations Employee contained in this Agreement Section 9 relate to matters which are of a special, unique and extraordinary character, and a violation of any of the terms of this Section 9 will cause irreparable injury to Unitek, the amount of which will be impossible to estimate or determine and which cannot be adequately compensated by monetary damages. Accordingly, the remedy at law for any breach of this Section 9 will be inadequate. Therefore, notwithstanding Section 20, Unitek will be entitled to a temporary and permanent injunction, restraining order or any other equitable relief from any court of competent jurisdiction in the purpose event of determining whether any breach or threatened breach of this transaction meets Section 9 by Employee without the requirements necessity of proving actual damage or posting of any bond whatsoever. Employee consents to jurisdiction and venue in the Federal or State courts of Mxxxxxxxxx County, Pennsylvania for such exemptionsequitable relief. (dv) The Shares rights and remedies provided by this Section 9 are “restricted securities” under applicable federal securities laws cumulative and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by rights and remedies which Unitek may have hereunder or at law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWSin equity. The parties hereto agree that, if any arbitrator or court of competent jurisdiction determines that a specified time period, a specified geographical area, a specified business limitation or any other relevant feature of this Section 9 is unreasonable, arbitrary or against public policy, then a lesser period of time, geographical area, business limitation or other relevant feature which is determined by such arbitrator or court to be reasonable, not arbitrary and not against public policy may be enforced against the applicable party. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby  The provisions of this Joinder Agreement may be amended only as the Grantor and the Trustee may jointly agree, so long as any such amendment is consistent with The Georgia Community Trust of BDI Master Trust Agreement and applicable state and federal laws.  GCT of BDI is a Pooled Special Needs Trust, governed by the laws of Georgia in conformity with the provisions of 42 U.S.C. § 1396p, amended August 10, 1993 by the Omnibus Budget Reconciliation Act of 1993. To the extent there is conflict between the terms of this Joinder Agreement and the Master Trust Agreement, the latter shall control.  Taxes; Indemnification by Grantor o Each Grantor acknowledges that Subscriberthe Grantor, either alone the primary representative, or together with Subscriber’s advisors (the Beneficiary shall be responsible for completing, signing and mailing federal and/or state tax returns to report any income or assets of the Trust which is taxable to them. Each Grantor hereby indemnifies the Trust and the Trustees from all claims for tax liabilities of his or her Sub‐account. This provision shall not be waived if any)the Trust prepares and files returns. o The Grantor acknowledges that the contributions to their Special Needs Trust Sub‐ Account are not deductible as charitable gifts, or otherwise. o The Grantor acknowledges that Trustee has read, understands and agrees with and made no representations as to the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber gift or tax consequences of directing funds to their Special Needs Trust Sub‐Account, and has recommended that the Grantor seek independent legal advice. o The Grantor acknowledges that Special Needs Trust Sub‐Account investment income may be taxable to the Grantor subject to applicable exemptions and deductions. Professional tax advice is recommended.  Each Grantor acknowledges that the Trust is not licensed in the field of social services. Grantor acknowledge and agree that the Trustees may conclusively rely upon the Advisory Co‐Trustee to identify programs that may be of social, financial developmental, or other assistance to Beneficiaries. The Trustees, shall not in any event be liable to any Grantor or Beneficiary or any other party for their acts as Trustee so long as the acts of the Trustee are within the scope of the O.C.G.A. § 30‐10‐8.  Each Grantor recognizes and acknowledges the uncertainty and changing nature of the laws, and regulations pertaining to government benefits and each Grantor agrees that neither the Trust nor the Trustees will not in any event be liable for any loss of benefits as long as the acts of the Trustee are within the scope of O.C.G.A. § 30‐10‐8.  Each Grantor acknowledges and agrees that the Corporation may at Trustee, their agents, employees, heirs, and legal and personal representatives, shall not in any time sell shares event be liable to any Grantor or Beneficiary or any other party so long as their acts are in good faith and within the scope of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this AgreementO.C.G.A. § 30‐10‐8. Subscriber  Each Grantor acknowledges and agrees that he/she has not been provided, nor is he/she relying upon, any representation of or any legal advice by The Georgia Community Trust of BDI or its settlor, BDI in deciding to execute this Joinder Agreement.  Each Grantor further acknowledges and agrees: o that he/she is entering into this Joinder Agreement voluntarily, as his/her own free act and deed; o that he/she has had the Shares may ultimately prove opportunity to be worth significantly more or significantly less than Subscriber perceives them to be worth now, have The Georgia Community Trust of BDI Master Trust Agreement and the Joinder Agreement reviewed by his/her own attorney; o that no representation or warranty is made by the Corporation as he/ she has been provided a true and correct copy of The Georgia Community Trust of Agreement and Joinder Agreement prior to the “fair value” signing of this Joinder Agreement; o that he/she has reviewed and understands to his/her full satisfaction the legal, economic and tax effects of these instruments; o that BDI or its designee may be a Remainder Recipient of a portion of the Shares or the interest in the Corporation that they represent, either now or in the future. (c) The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part Sub‐account established hereby upon the representations made by Subscriber death of the Beneficiary as provided in this Joinder Agreement; o Advisory Co‐Trustees shall serve in an advisory capacity only with no legal power to control the Sub‐account in any fashion. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.Grantor Initial

Acknowledgments. Subscriber hereby acknowledges that SubscriberAffiliate and Association each acknowledge and agree that: 5.1.1 RCI has the right to accept or reject any Enrollment Application submitted to it; 5.1.2 it will offer the RCI Exchange Program only to Purchasers purchasing Timeshare Interests in the Resort(s) identified in Recital B; 5.1.3 it will not offer the RCI Exchange Program to Purchasers of Timeshare Interests at any other resort without entering into a separate Agreement with RCI for such resort or adding such resort to this Agreement by Addendum; 5.1.4 RCI memberships are available to natural persons, either alone and if a Timeshare Interest is purchased by a corporation, partnership, or together other business entity, RCI membership must be in the name of the natural person authorized by such entity to utilize the purchased Timeshare Interest; 5.1.5 RCI has the right to confirm any individuals into Units at the Resort which bare been deposited with Subscriber’s advisors (if any)RCI provided, has readhowever, understands such individuals comply with the roles mad regulations of the Resort; 5.1.6 the RCI Terms and agrees with and Conditions, including but not limited to the following:services and benefits provided by RCI to RCI Members, exchange privileges, the practices, procedures and priorities for effecting exchanges and the fees payable by RCI Members govern the relationship between RCI and RCI Members, and may be changed by RCI from time to time in its discretion; (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS.5.1.7 the use of RCI Guest Certificates is personal to RCI Members and no commercial use of RCI Guest Certificates may be made by Purchasers, Affiliate, Association, or any of their officers, directors, employees, sales representatives, brokers or agents; (b) Subscriber acknowledges 5.1.8 RCI has the right to inspect the Resort and agrees that the Corporation sales records of Affiliate and Association with respect to the Resort upon reasonable notice and during regular business hours; 5.1.9 neither Affiliate nor Association may at assign or sublicense any time sell shares or all of its capital stock at rights under this Agreement to any person without RCI's prior written approval and any such attempted assignment or sublicense shall be null and void; 5.1.10 RCI may assign its rights and duties under this Agreement or any Enrollment Application or agreement with an RCI Member in which case this Agreement shall remain in full force and effect; and 5.1.11 except for sales in the ordinary course of business to Purchasers for use other than a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth nowcommercial use, and that no representation or warranty is made by the Corporation as to the “fair value” of the Shares or the it will not transfer any interest in the Corporation that they represent, either now or Resort unless the transferee agrees to be bound by the terms and conditions of this Agreement in the futuresame manner as the Affiliate or Association hereunder. (c) The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, The Franchisee expressly understands and agrees with acknowledges that: 1. The Franchisor and its affiliate X.S., Inc., own all rights, title and interest in and to the following:Proprietary Marks and the goodwill associated with and symbolized by them; 2. The Proprietary Marks are valid and serve to identify the System and those who are licensed to operate a Franchised Business in accordance with the System; 3. The Franchisee's use of the Proprietary Marks pursuant to this Agreement does not give the Franchisee any ownership interest or other interest in, or to the Proprietary Marks, except the non-exclusive license granted herein; 4. Any and all goodwill arising from the Franchisee's use of the Proprietary Marks and/or the System will inure solely and exclusively to the Franchisor's benefit, and upon expiration or termination of this Agreement no monetary amount shall be assigned as attributable to any goodwill associated with the Franchisee's use of the System or the Proprietary marks; 5. The license and rights to use the Proprietary Marks granted hereunder to the Franchisee are non-exclusive, and the Franchisor thus may: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISKitself use, and grant franchises and licenses to others to use the Proprietary Marks and the System; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber acknowledges establish, develop and agrees that franchise other systems different from the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as System licensed to the “fair value” of Franchisee herein without offering or providing the Shares Franchisee any rights in, to or the interest in the Corporation that they represent, either now or in the future. under such other system; and (c) The Shares have not been registered under modify or change, in whole or in part, any aspect of the Securities Act of 1933, Proprietary Marks or the System so long as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend Franchisee's rights thereto are in part upon the representations made by Subscriber in this Agreementno way materially harmed thereby; 6. The Corporation is relying upon Subscriber’s representations contained Franchisor reserves the right to substitute different trade names, trademarks and service marks for use in this Agreement for identifying the purpose System, the Franchised Business and other Franchised Businesses operating thereunder, all of determining whether this transaction meets the requirements for such exemptions.which shall become Proprietary Marks; (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available7. The Corporation has Franchisor shall have no obligation liability to the Franchisee for any senior users that may claim rights to the Proprietary Marks; and 8. The Franchisee shall not register or intention attempt to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as proprietary marks in the hands Franchisee's name or that of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law person, firm, entity or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWScorporation. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby By signing this Ballot, the undersigned acknowledge(s) and certifies (certify) that the undersigned is (are) the Beneficial Owner(s) of the Notes voted on this Ballot or otherwise has (have) full power and authority to vote to accept or reject the Plan as indicated on this Ballot on behalf of the Beneficial Owner(s). The undersigned understand(s) that, if this Ballot is validly executed but does not indicate either acceptance or rejection of the Plan, this Ballot will not be counted; all other Ballot elections will be counted as they appear on the Ballot. The undersigned further acknowledges that Subscriberany election made on this Ballot will be binding on successors, either alone heirs and assigns, including, without limitation, any Transferee. If the undersigned elected to make the Release Election in Item 3 or together to participate in the Reallocation Procedures in accordance with Subscriber’s advisors (if any)Item 4, has read, understands the undersigned also acknowledges that such election(s) is an irrevocable and agrees with legally binding obligation of the undersigned as of the Voting Deadline pending approval and to upon the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber acknowledges and agrees that effective date of the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, Plan and that no representation or warranty is made a copy of this Ballot will be transmitted with the Nominees’s Master Ballot for review by the Corporation as Notes Balloting Agent, the Debtors and Xcel and its agents. If the undersigned elected in any manner to make the “fair value” Release Election in Item 3 or to participate in the Reallocation Procedures in accordance with Item 4 the undersigned is authorizing its Nominee to tender its Notes. Only your Nominee can vote and make the other elections indicated herein on your behalf. As indicated above, the Reallocation Election and Release Election will not be effective unless the Nominee timely and properly submits the applicable Master Ballot and, in the case of the Shares or Release Election, this Ballot. If the interest in the Corporation that they representNote Claims voted herein are held by more than one Beneficial Owner, either now or in the futureall such Beneficial Owners must sign below. Please attach additional signature sheets if more than one Beneficial Owner is voting by means of this Ballot. (c) The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby acknowledges that Subscriber(A) It is acknowledged and agreed by AmeriNet that: (1) The Corporate Information Spokesperson carries no professional licenses and is not rendering legal advice, either alone performing accounting services or together acting as an investment advisor or broker-dealer within the meaning of applicable state and federal securities laws. (2) The services to be provided to AmeriNet hereunder are presently not contemplated to be rendered in connection with Subscriber’s advisors the offer and sale of securities in a capital raising transaction, such as would require registration as a broker or dealer in securities under applicable state or federal securities laws. (if any), has read, understands and agrees with and 3) The services of the Corporate Information Spokesperson will not be exclusive to AmeriNet nor will the following:Corporate Information Spokesperson be required to render any specific number of hours or assign specific personnel to AmeriNet or its projects. (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONSSubject to its obligation to maintain the confidentiality of AmeriNet's confidential or proprietary information, the Corporate Information Spokesperson will be free to perform services for other persons. (b) Subscriber acknowledges and agrees that the Corporation may at any time sell shares The Corporate Information Spokesperson will notify AmeriNet in writing of its capital stock at a price greater or less than intent to perform services for any other person which could conflict with its obligations under the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” of the Shares or the interest in the Corporation that they represent, either now or in the future. (c) The Shares have not been registered under the Securities Act of 1933Upon receiving such notice, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in AmeriNet may terminate this Agreement for or consent to the purpose of determining whether this transaction meets the requirements for such exemptionsCorporate Information Spokesperson's outside consulting activities. (d) Failure by AmeriNet to notify the Corporate Information Spokesperson in writing of its decision to terminate this Agreement within seven days after receipt of written notice of conflict will be presumed to constitute AmeriNet's consent to the Corporate Information Spokesperson's outside consulting services disclosed. (a) The Shares are “restricted securities” under applicable federal securities laws obligations of the Corporate Information Spokesperson described in this Agreement consist solely of the furnishing of information and advice to AmeriNet in the form of services. (b) In no event will the Corporate Information Spokesperson be required by this Agreement to represent or make management decisions for AmeriNet. (c) All final decisions with respect to acts and omissions of AmeriNet or any affiliates and subsidiaries, will be those of AmeriNet or such affiliates and subsidiaries, and the Securities Act Corporate Information Spokesperson will under no circumstances be liable for any expense incurred or loss suffered by AmeriNet as a consequence of such acts or omissions. (1) The Corporate Information Spokesperson recognizes and acknowledges that he has and will have access to certain confidential information of AmeriNet and its affiliates that is the rules valuable, special and unique assets and property of AmeriNet and such affiliates. (2) The Corporate Information Spokesperson will not, during the term of this Agreement or thereafter, disclose, without the prior written consent or authorization of AmeriNet, any of such information to any person, for any reason or purpose whatsoever. (3) In this regard, the Corporate Information Spokesperson agrees that authorization or consent to disclose by AmeriNet may be conditioned upon the disclosure being made pursuant to a secrecy agreement, protection order, provision of statute, rule, regulation or procedure under which the confidentiality of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as information is maintained in the hands of Subscriber. Additionally, applicable state securities laws may allow sales the person to whom the information is to be disclosed or in compliance with the terms of the Shares only if the Shares are registered a judicial order or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of timeadministrative process. (eC) The certificate(s) evidencing AmeriNet will not be responsible for policing the Shares actions of the Corporate Information Spokesperson or its agents or employees, whether or not related to the services provided under this Agreement but instead, is relying on the directives in this Agreement that all actions undertaken by the Corporate Information Spokesperson or its agents or employees on behalf of AmeriNet, whether under this Agreement or otherwise, will bear the following legend, which shall be in addition full compliance with all applicable laws and their implementing rules and regulations, as well as in compliance with the legally recognized rights of third Parties, whether pursuant to specific codes, statutes or common law, consequently, it shall not be responsible to anyone for any other legends required expense incurred or loss suffered by law them as a consequence of any acts or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWSomissions by the Corporate Information Spokesperson or its agents or employees. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby 27.1 Franchisee acknowledges that Subscriberit has conducted an independent investigation of the business franchised hereunder, either alone and recognizes that the business venture contemplated by this Agreement involves business risks and that its success will be largely dependent upon the ability of Franchisee as an independent business. Franchisor expressly disclaims the making of, and Franchisee acknowledges that it has not received, any warranty or together with Subscriber’s advisors (guarantee, express or implied, as to the potential sales, income, profits, or success of the business venture contemplated by this Agreement. 27.2 Franchisee acknowledges that it received a complete copy of this Agreement, the attachments hereto, and agreements relating thereto, if any), has read, understands and agrees with and at least five (5) business days prior to the following: date on which this Agreement was executed. Franchisee further acknowledges that it received the disclosure document required by the Trade Regulation Rule of the Federal Trade Commission entitled "Disclosure Requirements and Prohibitions Concerning Franchising and Business Opportunity Ventures" at least ten (a10) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONSbusiness days prior to the date on which this Agreement was executed. (b) Subscriber 27.3 Franchisee acknowledges that it has read and agrees that the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to understood this Agreement. Subscriber acknowledges , the attachments hereto, and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth nowagreements relating thereto, if any, and that no representation or warranty is made by Franchisor has accorded Franchisee ample time and opportunity to consult with advisors of Franchisee's own choosing about the Corporation as to the “fair value” potential benefits and risks of the Shares or the interest in the Corporation that they represent, either now or in the futureentering into this Agreement. (c) The Shares have not been registered under the Securities Act of 193327.4 ACKNOWLEDGMENT OF ARBITRATION: I UNDERSTAND THAT THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE CERTAIN SPECIFIC ISSUES. AFTER SIGNING THIS DOCUMENT, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY I UNDERSTAND THAT I WILL NOT BE SOLD ABLE TO BRING A LAWSUIT CONCERNING ANY DISPUTE THAT MAY ARISE WHICH IS COVERED BY ONE OF THESE ARBITRATION AGREEMENTS, UNLESS IT INVOLVES A QUESTION OF CONSTITUTIONAL OR TRANSFERRED CIVIL RIGHTS. INSTEAD, I AGREE TO SUBMIT ANY SUCH DISPUTE TO AN IMPARTIAL ARBITRATOR AS SET FORTH IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWSTHIS AGREEMENT. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby Tenant acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands and agrees with and to the following: that: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. it has been advised by Landlord to satisfy itself with respect to the condition of the Premises (including but not limited to the information technology infrastructure, electrical, HVAC and other air-handling equipment, fire sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements), and their suitability for Tenant’s intended use, (b) Subscriber acknowledges and agrees that Tenant has made such investigation as it deems necessary with reference to such matters, assumes all responsibility therefor as the Corporation may at any time sell shares same relate to its occupancy of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth nowPremises, and that no representation or warranty is made by finds the Corporation as Premises and title to the “fair value” of the Shares or the interest in the Corporation that they representPremises satisfactory for all purposes, either now or in the future. and (c) The Shares have not been registered under the Securities Act of 1933, neither Landlord nor Landlord’s agents has made any oral or written representations or warranties with respect to said matters other than as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber set forth in this AgreementLease. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptionsEXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PREMISES IS BEING DELIVERED TO TENANT IN ITS “AS IS, WHERE IS” CONDITION, AND LANDLORD IS NOT MAKING AND EXPRESSLY DENIES MAKING ANY REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION OF THE PREMISES, THE FUNCTIONALITY OF THE PREMISES OR THE BUILDING, OR THE HABITABILITY OF THE PREMISES OR THE SUITABILITY OF THE PREMISES GENERALLY OR FOR ANY PARTICULAR PURPOSE, AND TENANT WAIVES ANY RIGHT OR REMEDY OTHERWISE ACCRUING TO TENANT ON ACCOUNT OF THE CONDITION OR SUITABILITY OF THE PREMISES OR TITLE TO THE PREMISES, AND TENANT AGREES THAT IT TAKES THE PREMISES “AS IS” WITHOUT ANY SUCH REPRESENTATION OR WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber I hereby acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands acknowledge and agrees with and to the followingunderstand that: (ai) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONSThe Company will rely upon the information set forth herein in determining whether I am an accredited investor. (bii) Subscriber acknowledges An investment in the Shares is highly speculative in nature, involves a high degree of risk, and agrees I assume a substantial risk of the loss of my entire investment in the Company. (iii) The Company has determined that the Corporation exemptions from the registration provisions of the Act and applicable state securities laws, which are based upon non-public offerings, are applicable to the offer and sale of the Shares, based, in part, upon the representations, warranties and agreements made by me herein. (iv) This subscription may at be accepted or rejected in whole or in part in the sole and absolute discretion of the Company, for any time sell shares or no reason. The Company shall have no obligation hereunder until the Company shall execute and deliver to me a duly executed copy of its capital stock this Subscription Agreement. (v) Neither the Securities and Exchange Commission nor any state securities commission has approved the securities offered in this Private Placement or passed upon or endorsed the merits of this Private Placement or confirmed the accuracy or determined the adequacy of the Memorandum. The Memorandum has not been reviewed by any federal, state or other regulatory authority. (vi) The Company has made available to me at a price greater reasonable time prior to my investment the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and to obtain any additional information regarding the Company which the Company possesses or less than can acquire without unreasonable effort or expense that is necessary to verify the Per Share Subscription Price pursuant information set forth in the Memorandum. I understand that all documents, records and books pertaining to this Agreement. Subscriber acknowledges investment have been made available for inspection by me, and agrees that the books and records of the Company will be available, upon reasonable notice, for inspection by shareholders during reasonable business hours at the Company's principal place of business. (vii) None of the Shares have been registered under the Act or any state securities laws and thus I must bear the economic risk of the investment indefinitely because none of the Shares may ultimately prove to be worth significantly more sold, hypothecated or significantly less than Subscriber perceives them to otherwise disposed of unless subsequently registered under the Act and all applicable state securities laws or an exemption from such registration is available. Legends shall be worth now, and that no representation or warranty is made by placed on the Corporation as Shares to the “fair value” of the Shares or the interest in the Corporation effect that they represent, either now or in the future. (c) The Shares have not been registered under the Securities Act of 1933, as amended (and appropriate notations thereof will be made in the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptionsCompany's stock books. (dviii) The Any transferee of my Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWSthe Company to fulfill the investor suitability standards applied to me. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. The Subscriber hereby acknowledges that Subscriberis aware that: 4.1 Investment in the Company involves certain risks, either alone or together with Subscriber’s advisors (if any)including the potential loss by the Subscriber of interest on their investment herein, and the Subscriber has read, taken full cognizance of and understands and agrees with and all of the risk factors related to the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONSpurchase of the securities. The Subscriber recognizes that the information set forth in this Subscription Agreement does not purport to contain all the information, which would be contained in a registration statement under the Securities Act. (b) Subscriber acknowledges and agrees that 4.2 No federal or state agency has passed upon the Corporation may at securities or made any time sell shares of its capital stock at a price greater finding or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation determination as to the “fair value” fairness of the Shares or the interest in the Corporation that they represent, either now or in the futurethis transaction. (c) 4.3 The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws by reason of specific exemptions under from the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose registration requirements of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and such laws, and may not be sold, pledged, assigned or otherwise disposed of in the rules absence of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement for the securities and any component thereof under the Securities Act or unless an exemption from such registration if is available. The Corporation has no obligation or intention Provided there is a market for the Company’s securities, the securities will not be eligible for sale for a period of one (1) year from the date of purchase pursuant to register any the terms of the Shares under, or to take action so as to permit sales pursuant to, Rule 144 of the Securities Act. 4.4 There currently is no active market for the Company’s securities, however, the Company’s common stock is quoted on the Over-the-Counter Bulletin Board. AccordinglyThere can be no assurances that an active market for the Company’s securities will ever develop or if developed, be sustained in the future. Consequently, the Subscriber may dispose of never be able to liquidate the Shares only in certain transactions that are exempt from registration under Subscriber’s investment and the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws Subscriber may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks risk of an the Subscriber’s investment in the Shares for an indefinite period of time. 4.5 Unless the Subscriber is an Offshore Investor (eas defined in Section 3.1(b), above) The certificate(s) evidencing and has completed and delivered the Shares Offshore Investor Certificate, the certificates representing the securities will bear the following legend, which shall be in addition legend to any other legends required by law or contractthe effect that: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE (THE Subscriber Initials ___ ___ “ACT”). THE SECURITIES LAWS HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD SOLD, TRANSFERRED, ASSIGNED OR TRANSFERRED OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT WITH RESPECT TO SUCH REGISTRATION SHARES, OR AN EXEMPTION THEREFROM OPINION SATISFACTORY TO THE ISSUER AND ITS COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWSACT. Certificates representing the Shares issued to Offshore Purchasers will bear the legend set forth in the Offshore Purchaser Questionnaire and such securities will be subject to the terms and restrictions set forth therein. (f) Neither 4.6 The Company may refuse to register any transfer of the Corporation nor any person acting on its behalf has offered or sold securities not made in accordance with the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailingSecurities Act and the rules and regulations promulgated thereunder.

Acknowledgments. Subscriber Each of the Credit Parties hereby acknowledges that Subscriberacknowledges, either alone or together with Subscriber’s advisors (if any)confirms and agrees, has readupon execution and delivery of this Agreement, understands and agrees with and subject to the followingterms set forth herein, that: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS.each Credit Party hereby acknowledges the accuracy of each Recital, which are true and correct and incorporated herein by reference; (b) Subscriber acknowledges and agrees that the Corporation may at Forbearance Defaults would constitute an Event of Default under the Credit Agreement upon the expiration of any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” of the Shares or the interest in the Corporation that they represent, either now or in the future.cure period; (c) The Shares have not been registered under each Credit Party hereby ratifies and affirms (as of the Securities Act date hereof) the Credit Documents and the Secured Obligations and Guaranteed Obligations owing thereunder and the grants of 1933Liens on the Collateral to secure the Secured Obligations pursuant to the Security Documents, and acknowledges (as of the date hereof) that the Credit Documents are and, after being amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained , shall remain in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions.full force and effect; (d) The Shares are “restricted securities” under (i) the Credit Documents constitute (and as amended by this Agreement shall continue to constitute) legal, valid and binding obligations and agreements of each of the Credit Parties enforceable against each Credit Party in accordance with their respective terms, except to the extent that the enforceability thereof may be limited by applicable federal securities bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law), (ii) the Credit Parties have no valid defense to the enforcement of such obligations and agreements and (iii) the Agent and the Securities Act Lenders are entitled to the Rights and Remedies but have agreed to temporarily forbear from the rules exercise of the Securities such Rights and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so Remedies solely as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of Forbearance Defaults during the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” Forbearance Period (as defined below) subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time.terms and conditions set forth herein; (e) The certificate(s) evidencing Credit Parties are unconditionally indebted to the Shares will bear Lenders as of the following legendForbearance Amendment Date, in respect of the Loans and all other Obligations in the aggregate principal amount of not less than $31,800,380, together with interest accrued and accruing thereon, and all fees, costs, expenses and other sums and charges now or hereafter payable by Credit Parties to the Agent and the Lenders pursuant to the Credit Agreement and the other Credit Documents, all of which shall be are unconditionally owing by Credit Parties to the Agent and the Lenders pursuant to the Credit Documents, in addition to each case without offset, defense, set off, counterclaim or challenge of any other legends required by law kind, nature or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS.description whatsoever; (f) Neither the Corporation Agent and the Lenders have, and shall continue to have valid, enforceable and perfected Liens upon the Collateral heretofore granted by such Credit Party to the Agent, for the benefit of the Lenders, pursuant to the Credit Documents or otherwise granted to or held by the Agent; (g) subject to the terms and conditions of this Agreement (including Section 2), the Lenders have not waived, released or compromised, do not hereby waive, release or compromise, and may never waive, release or compromise any events, occurrences, acts, or omissions that may constitute or give rise to any Defaults or Events of Default (including the Forbearance Defaults) that existed or may have existed, or may presently exist, or may arise in the future, nor does any person acting Lender waive any Rights and Remedies, including the right to direct the Agent to exercise any Rights and Remedies; (h) the execution and delivery of this Agreement shall not, except as otherwise specifically set forth herein: (i) constitute an extension, modification, or waiver of any aspect of any of the Credit Documents; (ii) extend the maturity of the Obligations or the due date of any payment or performance of any Obligations or other obligations under the other Credit Documents or payable in connection with the Credit Documents; (iii) give rise to any obligation on its behalf has offered the part of the Lenders to extend, modify or sold waive any term or condition of the Shares Credit Documents; (iv) establish any course of dealing with respect to Subscriber by the Credit Documents; or (v) give rise to any form defenses or counterclaims to the right of general solicitationthe Lenders to compel payment of the Secured Obligations or otherwise enforce their Rights and Remedies; and (i) the Lenders’ agreement to temporarily forbear from the exercise of their Rights and Remedies solely as to the Forbearance Defaults, general and to perform as provided herein, (i) shall not, except as expressly provided herein, invalidate, impair, negate or public media advertising otherwise affect the Agent’s or mass mailingLenders’ ability to exercise their Rights and Remedies under the Credit Documents or otherwise and (ii) this Agreement shall not be deemed or construed to be a compromise, satisfaction, reinstatement, accord and satisfaction, novation or release of any of the Credit Documents, or any rights or obligations thereunder.

Acknowledgments. Subscriber hereby acknowledges that SubscriberThe parties are executing this Option to Purchase Agreement voluntarily and without any duress or undue influence. The parties have carefully read this Option to Purchase Agreement and have asked any questions needed to understand its terms, either alone or together with Subscriber’s advisors (if any), has read, understands and agrees with and to the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber acknowledges and agrees that the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth nowconsequences, and that no representation binding effect and fully understand them and have been given an executed copy. ASSIGNABILITY/SUBLETTING. Tenant may not assign or warranty is made by the Corporation as to the “fair value” of the Shares or the sublease any interest in the Corporation that they representPremises, either now nor assign, mortgage or in pledge this Lease, without the future. (c) The Shares have not been registered under the Securities Act prior written consent of 1933, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legendLandlord, which shall not be unreasonably withheld. NOTICE. Notices under this Lease shall not be deemed valid unless given or served in addition writing and forwarded by mail, postage prepaid, addressed to the party at the appropriate address set forth below. Such addresses may be changed from time to time by either party by providing notice as set forth below. Notices mailed in accordance with these provisions shall be deemed received on the third day after posting. LANDLORD: , TENANT: , Such addresses may be changed from time to time by either party by providing notice as set forth above. GOVERNING LAW. This Lease shall be construed in accordance with the laws of the State of Commonwealth of . ENTIRE AGREEMENT/AMENDMENT. This Lease contains the entire agreement of the parties and there are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Lease. This Lease may be modified or amended in writing, if the writing is signed by both parties. SEVERABILITY. If any other legends required portion of this Lease shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Lease is invalid or unenforceable, but that by law limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. WAIVER. The failure of either party to enforce any provisions of this Lease shall not be construed as a waiver or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWSlimitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Lease. BINDING EFFECT. The provisions of this Lease shall be binding upon and inure to the benefit of both parties and their respective legal representatives, successors and assigns. NOTICE TO XXXXXX - READ BEFORE SIGNING a. Do not sign this before you read the entire agreement including any writing on the reverse side, even if otherwise advised. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby The undersigned acknowledges that Subscriber, either alone or together it understands its obligation to comply with Subscriber’s advisors (if any), has read, understands and agrees with and to the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber acknowledges and agrees that the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” provisions of the Shares or the interest in the Corporation that they represent, either now or in the future. (c) The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Exchange Act and the rules of the Securities and Exchange Commission providethereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in substance, that Subscriber may only dispose connection with any offering of the Shares Registrable Securities pursuant to an effective registration statement under the Securities Act or an exemption from such registration if availableShelf Registration Statement. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions undersigned agrees that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, the Company has offered agreed under certain circumstances to indemnify the Selling Securityholders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or sold changes in the Shares information provided herein that may occur subsequent to Subscriber the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to items (1) through (7) above and the inclusion of such information in the Shelf Registration Statement and the related Prospectus. The undersigned understands that such information will be relied upon by any form the Company in connection with the preparation or amendment of general solicitationthe Shelf Registration Statement and the related Prospectus. Once this Notice and Questionnaire is executed by the undersigned and received by the Company, general or public media advertising or mass mailingthe terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the undersigned with respect to the Registrable Securities beneficially owned by the undersigned and listed in Item (3) above. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Acknowledgments. Subscriber hereby Each Vendor acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands and agrees with and to the followingthat: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK(i) no agency, Governmental Authority or other entity has made any finding or determination as to the merit for investment of, nor have any such agencies or Governmental Authorities made any recommendation or endorsement with respect to the Purchaser Consideration Shares; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE(ii) there is no government or other insurance covering the Purchaser Consideration Shares; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS.and (iii) there are risks associated with the purchase of the Purchaser Consideration Shares; (b) Subscriber acknowledges and agrees that the Corporation may at any time sell shares purchase of its capital stock at the Purchaser Consideration Shares has not been or will not be (as applicable) made through, or as a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth nowresult of, and that no representation or warranty is made by the Corporation as to the “fair value” distribution of the Purchaser Consideration Shares is not being accompanied by, a general solicitation or the interest advertisement including articles, notices or other communications published in the Corporation that they representany newspaper, either now magazine or in the future.similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (c) The Shares have not no prospectus or other offering document has been registered under filed by the Securities Act Purchaser with a securities commission or other securities regulatory authority in any province of 1933, as amended (the “Securities Act”)Canada, or any state securities laws by reason other jurisdiction in or outside of specific exemptions Canada in connection with the issuance of the Purchaser Consideration Shares, and such issuance is exempt from the prospectus requirements otherwise applicable under the provisions thereof which depend of Applicable Securities Laws and, as a result, in part upon connection with its purchase of the representations made by Subscriber in this Agreement. The Corporation Purchaser Consideration Shares hereunder, as applicable: (i) the Vendor is relying upon Subscriber’s representations restricted from using most of the protections, rights and remedies available under Applicable Securities Laws including, without limitation, statutory rights of rescission or damages; (ii) the Vendor will not receive information that may otherwise be required to be provided to the Vendor under Applicable Securities Laws or contained in this Agreement for a prospectus prepared in accordance with Applicable Securities Laws; and (iii) the purpose of determining whether this transaction meets the requirements for Purchaser is relieved from certain obligations that would otherwise apply under such exemptions.Applicable Securities Laws; (d) the Vendor has been advised to consult its own legal advisors with respect to trading in the Purchaser Consideration Shares and with respect to the resale restrictions imposed by Applicable Securities Laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by Applicable Securities Laws or other resale restrictions applicable to such securities which restrict the ability of the Vendor to resell the Purchaser Consideration Shares. The Shares are “restricted securities” under applicable federal securities laws Vendor is solely responsible to find out what these restrictions are, and the Securities Act Vendor is solely responsible (and Purchaser is in no way responsible) for compliance with applicable resale restrictions. The Vendor is aware that it may not be able to resell the rules of the Securities and Exchange Commission provide, Purchaser Consideration Shares except in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement accordance with limited exemptions under the Applicable Securities Act or an exemption from such registration if availableLaws and other applicable securities laws. The Corporation has no obligation or intention to register any of Vendor also acknowledges that the Purchaser Consideration Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” be subject to the same limitations as in Escrow Arrangement, and may be subject to other escrow requirements pursuant to Applicable Securities Laws, including the hands of Subscriber. Additionally, applicable state securities laws may allow sales policies of the Shares only if Exchange and the Shares are registered Vendors agree to execute any agreements or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment documents required in the Shares for an indefinite period of time.that regard; and (e) The certificate(s) evidencing the Shares will bear Purchaser may conduct one or more offerings or financings of securities of the Purchaser at any time following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWSthe date hereof. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby The undersigned acknowledges that Subscriber, either alone or together it understands its obligation to comply with Subscriber’s advisors (if any), has read, understands and agrees with and to the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber acknowledges and agrees that the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” provisions of the Shares or the interest in the Corporation that they represent, either now or in the future. (c) The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Exchange Act and the rules of the Securities and Exchange Commission provideregulations promulgated thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in substance, that Subscriber may only dispose connection with any offering of the Shares Registrable Securities pursuant to an effective registration statement under the Securities Act or an exemption from such registration if availableShelf Registration Statement. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions undersigned agrees that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, the Company has offered agreed under certain circumstances to indemnify the Selling Securityholders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or sold changes in the Shares information provided herein (to Subscriber the extent such information is required by law to be in the Registration Statement) that may occur subsequent to the date hereof at any form time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth above. By signing below, the undersigned consents to the disclosure of general solicitationthe information contained herein in its answers to items (1) through (6) and the inclusion of such information in the Shelf Registration Statement and the related Prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related Prospectus. Once this Notice and Questionnaire is executed by the undersigned and received by the Company, general or public media advertising or mass mailingthe terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the undersigned with respect to the Registrable Securities beneficially owned by the undersigned and listed in Item (3) above. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Acknowledgments. Subscriber hereby CLIENT acknowledges that Subscriberit has not been induced to enter into this Agreement by any representation or warranty not set forth in this Agreement including but not limited to any statement made by any marketing agent of OASIS. CLIENT acknowledges that OASIS has made no representations whether OASIS will improve the performance of CLIENT's business. CLIENT specifically authorizes and acknowledges OASIS will conduct a credit and background reference check on CLIENT and such officers, either alone supervisors, and/or employees of CLIENT as OASIS deems appropriate in compliance with the requirements of law. CLIENT acknowledges the Agreement shall be valid and enforceable only upon the signature by an authorized Controlling Person of OASIS. CLIENT acknowledges that it would be essential to OASIS to have complete knowledge of any government investigation or together with Subscriber’s advisors (if any), has read, understands and agrees with and to inquiry or private adversary action which could in any manner impact upon the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber acknowledges and agrees that the Corporation may at any time sell shares types of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to duties contemplated by this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth nowFor example, and that no representation or warranty is made but not by limitation, an audit by the Corporation as to Bureau of Workers' Compensation could affect the “fair value” performance of the Shares or the interest in the Corporation that they represent, either now or in the future. (c) The Shares have not been registered functions under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose Therefore CLIENT hereby makes complete and full disclosure of determining whether this transaction meets the requirements for any such exemptions. administrative proceeding (d) The Shares including but not limited to EEOC, NLRB, OSHA and Wage & Hour matters), investigation, lawsuits, or other adversary proceeding, including those which are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission providethreatened as well as those not yet asserted, in substance, which CLIENT has been involved during the last five (5) years. Client understands that Subscriber may only dispose of the Shares pursuant to Florida law, it may not enter into an effective registration statement under the Securities Act employee leasing relationship with OASIS if Client owes a current or an exemption from such registration if available. The Corporation has no obligation prior employee leasing company any money pursuant to any service agreement which existed between that current or intention to register any of the Shares underprior employee leasing company and Client, or if Client owes a current or prior insurer any premium for workers' compensation insurance. Client has met any and all prior premium and fee obligations with regard to take action so as to permit sales pursuant toworkers' compensation premiums and employee leasing payments. Under penalties of perjury, I declare that I have read the foregoing document and that the facts stated in it are true. In addition, the Securities Actforegoing Agreement is agreed to. AccordinglySIGNATURE CLIENT Signature: Carlxx Xxxed Date 5-5-00 -------------------------------- ----------------------- Print Name and Title Carlxx Xxxed, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities ActSenior Vice President and C.F.O. ------------------------------------------------------------ OASIS OUTSOURCING, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of SubscriberINC. AdditionallySignature: Danixx X. XxXxxxx Date 5-8-00 -------------------------------- ----------------------- Danixx X. XxXxxxx, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.Xxntrolling Person

Acknowledgments. Subscriber hereby Tenant acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands and agrees with and to the following: that: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. it has been advised by Landlord to satisfy itself with respect to the condition of the Premises (including but not limited to the information technology infrastructure, electrical, ventilation systems and other air-handling equipment, fire sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements), and their suitability for Tenant’s intended use, (b) Subscriber acknowledges and agrees that Tenant has made such investigation as it deems necessary with reference to such matters, assumes all responsibility therefor as the Corporation may at any time sell shares same relate to its occupancy of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth nowPremises, and that no representation or warranty is made by finds the Corporation as Premises and title to the “fair value” of the Shares or the interest in the Corporation that they representPremises satisfactory for all purposes, either now or in the future. and (c) The Shares have not been registered under the Securities Act of 1933, neither Landlord nor Landlord’s agents has made any oral or written representations or warranties with respect to said matters other than as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber set forth in this AgreementLease. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PREMISES IS BEING DELIVERED TO TENANT IN ITS “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placementsAS IS,” in which event the transferee will acquire “restricted securitiesWHERE IS” subject to the same limitations as in the hands of Subscriber. AdditionallyCONDITION, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequenceAND LANDLORD IS NOT MAKING AND EXPRESSLY DENIES MAKING ANY REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION OF THE PREMISES, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of timeTHE FUNCTIONALITY OF THE PREMISES OR THE BUILDING, OR THE HABITABILITY OF THE PREMISES OR THE SUITABILITY OF THE PREMISES GENERALLY OR FOR ANY PARTICULAR PURPOSE, AND TENANT WAIVES ANY RIGHT OR REMEDY OTHERWISE ACCRUING TO TENANT ON ACCOUNT OF THE CONDITION OR SUITABILITY OF THE PREMISES OR TITLE TO THE PREMISES, AND TENANT AGREES THAT IT TAKES THE PREMISES “AS IS” WITHOUT ANY SUCH REPRESENTATION OR WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby Lxxxxx acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, and understands and agrees with and to the followingthat: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber acknowledges and agrees that the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” of the Shares or the interest in the Corporation that they represent, either now or in the future. (ci) The Shares have not been registered under are being acquired in a transaction, which is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), or any state and that it understands that such securities laws by reason of specific exemptions are illiquid, may be required to be held indefinitely, unless registration is available, including Rule 144 under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionallyand that they must, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequenceaccordingly, Subscriber must bear the economic risks risk of an its investment in the Shares for an indefinite period of time., (eii) The certificate(sinvestment contemplated hereby is speculative and involves a high degree of risk, (iii) There are substantial restrictions on the transferability of the Shares; the undersigned may not be able to avail itself of the provisions of Rule 144 adopted by the Securities and Exchange Commission under the Act with respect to the resale of an investment in the Shares; and, accordingly, Lender may have to hold such investment indefinitely and that it may not be possible for him to liquidate his investment in the Shares, (iv) The respective certificates or instrument evidencing the Shares will bear the following restrictive legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE and “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND WERE OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES LAWS AND ACT. THE SECURITIES MAY NOT BE SOLD TRANSFERRED OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND OTHER APPLICABLE LAWS PURSUANT TO REGISTRATION OR EXEMPTION FROM REGISTRATION REQUIREMENTS THEREUNDER AND, IN THE CASE OF 1933 AND APPLICABLE STATE SECURITIES LAWSA TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.”

Acknowledgments. Subscriber Each Grantor hereby acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands and agrees with and to the followingthat: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS.it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party; (b) Subscriber acknowledges and agrees that neither the Corporation may at Administrative Agent nor any time sell shares other Secured Party has any fiduciary relationship with or duty to any Grantor arising out of its capital stock at a price greater or less than in connection with this Agreement or any of the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth nowother Loan Documents, and the relationship between the Grantors, on the one hand, and the Administrative Agent and the other Secured Parties, on the other hand, in connection herewith or therewith is solely that no representation or warranty is made by the Corporation as to the “fair value” of the Shares or the interest in the Corporation that they represent, either now or in the future.debtor and creditor; and (c) The Shares have not been registered under no joint venture is created hereby or by the Securities Act other Loan Documents or otherwise exists by virtue of 1933, as amended (the “Securities Act”), transactions contemplated hereby among the Secured Parties or any state securities laws by reason of specific exemptions under among the provisions thereof which depend in part upon Grantors and the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptionsLenders. (d) The Shares are “restricted securities” under applicable federal securities laws each of the parties hereto specifically agrees that it has a duty to read this Agreement and the Securities Act Security Instruments and agrees that it is charged with notice and knowledge of the terms of this Agreement and the rules Security Instruments; that it has in fact read this Agreement and is fully informed and has full notice and knowledge of the Securities terms, conditions and Exchange Commission provide, effects of this Agreement; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the Security Instruments; and has received the advice of its attorney in substance, entering into this Agreement and the Security Instruments; and that Subscriber may only dispose it recognizes that certain of the Shares pursuant to an effective registration statement under terms of this Agreement and the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any Security Instruments result in one party assuming the liability inherent in some aspects of the Shares under, or to take action so as to permit sales pursuant to, transaction and relieving the Securities Actother party of its responsibility for such liability. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE SECURITY INSTRUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of timeCONSPICUOUS.” (e) The certificate(s) evidencing Each Grantor warrants and agrees that each of the Shares will bear waivers and consents set forth in this Agreement are made voluntarily and unconditionally after consultation with outside legal counsel and with full knowledge of their significance and consequences, with the following legendunderstanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which such Grantor otherwise may have against the Borrower, any other Grantor, the Secured Parties or any other Person or against any collateral. If, notwithstanding the intent of the parties that the terms of this Agreement shall control in any and all circumstances, any such waivers or consents are determined to be unenforceable under applicable law, such waivers and consents shall be in addition effective to any other legends required the maximum extent permitted by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWSlaw. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby Tenant acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands and agrees with and to the following: that: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. it has been advised by Landlord to satisfy itself with respect to the condition of the Premises (including but not limited to the information technology infrastructure, electrical, HVAC and other air-handling equipment, fire sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements), and their suitability for Tenant’s intended use, (b) Subscriber acknowledges and agrees that Tenant has made such investigation as it deems necessary with reference to such matters, assumes all responsibility therefor as the Corporation may at any time sell shares same relate to its occupancy of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth nowPremises, and that no representation or warranty is made by finds the Corporation as Premises and title to the “fair value” of the Shares or the interest in the Corporation that they representPremises satisfactory for all purposes, either now or in the future. and (c) The Shares have not been registered under the Securities Act of 1933, neither Landlord nor Landlord’s agents has made any oral or written representations or warranties with respect to said matters other than as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber set forth in this AgreementLease. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptionsEXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PREMISES IS BEING DELIVERED TO TENANT IN AS IS, WHERE IS CONDITION, AND LANDLORD IS NOT MAKING AND EXPRESSLY DENIES MAKING ANY REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION OF THE PREMISES, THE FUNCTIONALITY OF THE PREMISES OR THE BUILDING, OR THE HABITABILITY OF THE PREMISES OR THE SUITABILITY OF THE PREMISES GENERALLY OR FOR ANY PARTICULAR PURPOSE, AND TENANT WAIVES ANY RIGHT OR REMEDY OTHERWISE ACCRUING TO TENANT ON ACCOUNT OF THE CONDITION OR SUITABILITY OF THE PREMISES OR TITLE TO THE PREMISES, AND TENANT AGREES THAT IT TAKES THE PREMISES “AS IS” WITHOUT ANY SUCH REPRESENTATION OR WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands and agrees with and to the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber Each Certificate Holder acknowledges and agrees that that, (i) the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” of the Shares or the interest in the Corporation that they represent, either now or in the future. (c) The Shares Certificates being received hereunder have not been registered under the Securities Act of 1933, as amended 1932 (the “"Securities Act”), ") or any state securities laws by reason and are issued in reliance upon certain provisions of specific exemptions under federal and state securities laws exempting said shares from such registration, (ii) there are substantial restrictions on the sale of the Certificates acquired hereunder and that the Certificates may be transferred only in accordance with the provisions thereof which depend of this Paragraph, and (iii) each certificate representing the Certificates issued hereunder and any other securities issued in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules respect of the Securities and Exchange Commission provideATI shares upon any stock split, in substancestock dividend, that Subscriber may only dispose of recapitalization, merger, consolidation or similar event shall (unless otherwise permitted or unless the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration share have been registered under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as ) be stamped or otherwise imprinted with legends substantially in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. following form (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends legend required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE under applicable states securities laws): "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND LAWS. THEY MAY NOT BE SOLD OR TRANSFERRED OFFERED FOR SALE IN THE ABSENCE OF SUCH AN EFFECTIVE REGISTRATION OR AN EXEMPTION THEREFROM UNDER STATEMENT AS TO THE SECURITIES UNDER SAID ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWSLAW OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Each Certificate Holder acknowledges and agrees that the Certificates may not be transferred without (i) registration under the Securities Act, (ii) the receipt by ATI of an opinion of counsel acceptable to ATI that such transfer is exempt from the registration provisions of the Securities Act and applicable state securities laws, or (iii) the receipt by ATI of a "no-action" letter from the Securities and Exchange Commission ("SEC") and any applicable state agency that said transfer will not violate the Securities Act and applicable State Securities Laws. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby acknowledges The Responsible Entity and ROP acknowledge that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands and agrees with and to the followingin respect of each Underwriter: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS.the Underwriter is not retained to and is not required to give tax, legal, regulatory, accountancy or other specialist or technical advice in connection with the Offer; (b) Subscriber acknowledges and agrees that while the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” of the Shares or the interest Underwriter will assist in the Corporation co-ordination of due diligence investigations in connection with the Offer, it will rely on its own expertise and on that they representof specialist legal, either now or accounting and tax advisers in the future.respect of that due diligence; (c) The Shares have not been registered under any advice, whether written or oral, given by the Securities Act of 1933, as amended (the “Securities Act”)Underwriter to it, or any state securities laws communications between the Underwriter and the Responsible Entity or ROP may only be used and relied on by reason the Responsible Entity or ROP as the case may be and may not be used or relied on by any third party and may not be disclosed to any third party without the prior written approval of specific exemptions under the provisions thereof which depend in part upon Underwriter (other than the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for Responsible Entity's and ROP's professional advisers who may place no reliance on such exemptions.advice); (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and Underwriter is not obliged to disclose to the rules Responsible Entity or ROP, or utilise for the benefit of the Securities and Exchange Commission provideResponsible Entity or ROP, any non-public information which the Underwriter obtains in substance, that Subscriber may only dispose the normal course of its business where such disclosure or use would result in a breach of any obligation of confidentiality or any internal Chinese Wall policies of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time.Underwriter; and (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition without prejudice to any other legends required by law claim the Responsible Entity or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS.ROP may have against the Underwriter, no proceedings may be taken against any director, officer, employee or agent of the Underwriter in respect of any claim that the Responsible Entity or ROP may have against the Underwriter; and (f) Neither it is contracting with that Underwriter on an arms-length basis to provide the Corporation nor services described in this agreement and the Underwriter is not assuming any person acting on its behalf has offered duties or sold the Shares to Subscriber by any form obligations (fiduciary or otherwise) in respect of general solicitation, general or public media advertising or mass mailingit other than those expressly set out in this agreement.

Acknowledgments. Subscriber hereby Message Logic agrees and acknowledges that Subscriber, either alone that: (1) no federal or together with Subscriber’s advisors (if any), state agency has read, understands and agrees with and to the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber acknowledges and agrees that the Corporation may at made any time sell shares of its capital stock at a price greater finding or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation determination as to the “fair value” fairness of the distribution of the Shares for investment, or any recommendation or endorsement of the interest in Shares; (2) the Corporation that they represent, either now or in the future. (c) The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities acts of any state securities laws by reason and, as a result, Message Logic must bear the economic risk of specific exemptions the investment indefinitely because the Shares may not be sold unless subsequently registered under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules securities laws of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act any appropriate states or an exemption from such registration if is available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions and that are exempt from such registration under the Securities Act, including “private placements,” in which event Act and the transferee will acquire “restricted securities” subject to the same limitations as securities laws of any such states is unlikely at any time in the hands of Subscriber. Additionallyfuture; (3) the Parent does not have any present intention and is under no obligation to register the Shares, whether upon initial issuance or upon any transfer thereof under the Act and applicable state securities laws laws, and Rule 144 and/or Rule 145 may allow sales of not be available as a basis for exemption from registration; and (4) unless and until registered under the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequenceAct, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) all certificates evidencing the Shares Shares, whether upon initial issuance or upon any transfer thereof, will bear the following a legend, which shall be in addition to any other legends required by law prominently stamped or contractprinted thereon, reading substantially as follows: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. SUCH SECURITIES MAY NOT BE SOLD SOLD, PLEDGED OR OTHERWISE TRANSFERRED (EXCEPT IN THE ABSENCE FAVOR OF ENTERPRISE BANK AND TRUST COMPANY, A STATE-CHARTERED MASSACHUSETTS BANKING ORGANIZATION) (A) WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH REGISTRATION OR AN EXEMPTION THEREFROM SECURITIES UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS BASED ON AN OPINION OF COUNSEL SATISFACTORY TO DATA STORAGE CORPORATION (THE “COMPANY”) THAT SUCH REGISTRATION IS NOT REQUIRED (AND THE CERTIFICATE HOLDER SHALL BEAR THE COMPANY’S REASONABLE COSTS IN CONNECTION WITH THE ISSUANCE OF ANY SUCH OPINION); PROVIDED, HOWEVER, THAT IN THE CASE OF (B), THE SECURITIES MAY NOT BE SOLD FOR A ONE (1) YEAR PERIOD FOLLOWING DATE OF ISSUANCE (INCLUDING BY ANY PERMITTED PLEDGEE). (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby The undersigned acknowledges that Subscriber, either alone or together it understands its obligation to comply with Subscriber’s advisors (if any), has read, understands and agrees with and to the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber acknowledges and agrees that the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” provisions of the Shares or the interest in the Corporation that they represent, either now or in the future. (c) The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Exchange Act and the rules of the Securities and Exchange Commission provideregulations promulgated thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in substance, that Subscriber may only dispose connection with any offering of the Shares Registrable Securities pursuant to an effective registration statement under the Securities Act or an exemption from such registration if availableShelf Registration Statement. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions undersigned agrees that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, the Company has offered agreed under certain circumstances to indemnify the Selling Securityholders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or sold changes in the Shares information (to Subscriber the extent such information is required by law to be in the Shelf Registration Statement) provided herein that may occur subsequent to the date hereof at any form time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth above. By signing below, the undersigned consents to the disclosure of general solicitationthe information contained herein in its answers to items (1) through (6) and the inclusion of such information in the Shelf Registration Statement and the related Prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related Prospectus. Once this Notice and Questionnaire is executed by the undersigned and received by the Company, general or public media advertising or mass mailingthe terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the undersigned with respect to the Registrable Securities beneficially owned by the undersigned and listed in Item (3) above. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Acknowledgments. Subscriber hereby acknowledges 1. We understand and agree that Subscriberthe employee domestic partner may make health plan and other benefit elections on behalf of the non-employee domestic partner. 2. We understand and agree that the employee domestic partner may terminate the domestic partner benefits unilaterally, either alone or together with Subscriber’s advisors (if any)at any time, has readirrespective of the desires of the non-employee. If the employee executes such an option, understands that employee shall notify the non-employee domestic partner as soon as possible that his/her benefits have been terminated and agrees with and it shall be the sole responsibility of the employee to make such notification to the following:non-employee domestic partner. Furthermore, if the employee is terminated, released, or resigns the domestic partnership benefits shall terminate when District paid employee benefits terminate. 3. We understand that a civil action may be brought against one or both of us for any losses or claims (as well as attorney’s fees and costs) due to any false statement contained in this Affidavit or for failure to notify the Livermore Valley Joint Unified School District, of changed circumstances as required in Section III above. I, the undersigned employee, further understand that falsification of information in this Affidavit or failure to notify the Livermore Valley Joint Unified School District of changes circumstances pursuant to Section III above, may lead to disciplinary action against me, including discharge from employment. 4. We have provided the information in this Affidavit for use by the Livermore Valley Joint Unified School District for the sole purpose of determining our eligibility for certain domestic partner benefits. We acknowledge that the District may require supportive documentation concerning any or all eligibility criteria. We understand and agree the Livermore Valley Joint Unified School District is not legally required to extend any such benefits. We understand that this information provided in this Affidavit will be treated as confidential by the Livermore Valley Joint Unified School District but will be subject to disclosure; a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONSupon the express written authorization of the undersigned employee, b) upon request of the insurer or plan administrator, or c) if otherwise required by law. (b) Subscriber acknowledges and agrees 5. We understand that this Affidavit may have legal implications under California law which has recognized that non-marital cohabiting couples may privately contract with respect to the Corporation financial obligations of their relationship. We understand this agreement may at any time sell shares also have legal implications relating, for example, to our ownership of its capital stock at a price greater property or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth nowtaxability of benefits provided, and that no representation before signing this Affidavit we should seek competent legal and/or tax advice concerning such matters. 6. We specifically agree that if any taxing authority determines taxes, penalties, or warranty is made interest to be due or owing with respect to any benefits provided, that we are solely responsible for the payment of such taxes. We agree to indemnify and hold harmless the District in the event any such taxing authority alleges that the Livermore Valley Joint Unified School District should pay any such taxes, penalties or interest. 7. We understand the non-employee partner does not have the right to continuing coverage under the federal law under COBRA or under any state law. 8. We each individually indemnify and hold the District harmless from any legal action or claim pursued by the Corporation as any other person related to the “fair value” provision of domestic partnership coverage. We affirm, under penalty of perjury, under the laws of the Shares or State of California, that the interest in the Corporation that they represent, either now or in the future. (c) The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber statements in this AgreementAffidavit are true and correct. The Corporation is relying upon Subscriber’s representations contained Employee signature D.O.B. Date Domestic Partner signature D.O.B. Date LIVERMORE VALLEY JOINT UNIFIED SCHOOL DISTRICT STATEMENT OF TERMINATION OF DOMESTIC PARTNERSHIP‌ I, certify and declare that: (employee print name) (former domestic partner print name) 1. I make and file this Statement of Termination in this Agreement for order to cancel the purpose Affidavit of determining whether this transaction meets Domestic Partnership filed by me with the requirements for such exemptions.Livermore Valley Joint Unified School District on (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules 2. Termination of the Securities and Exchange Commission provide, in substance, Affidavit of Domestic Partnership is due to: 3. In the event that Subscriber may only dispose termination of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject this relationship is not due to the same limitations as in the hands death of Subscriber. Additionallymy domestic partner, applicable state securities laws may allow sales I will mail my former domestic partner a copy of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.this notice at:

Acknowledgments. Subscriber hereby  The provisions of this Joinder Agreement may be amended only as the Beneficiary and the Trustee may jointly agree, so long as any such amendment is consistent with The Georgia Community Trust of BDI Master Trust Agreement and applicable state and federal laws.  GCT of BDI is a Pooled Special Needs Trust, governed by the laws of Georgia in conformity with the provisions of 42 U.S.C. § 1396p, amended August 10, 1993 by the Omnibus Budget Reconciliation Act of 1993. To the extent there is conflict between the terms of this Joinder Agreement and the Master Trust Agreement, the latter shall control.  Taxes; Indemnification by Beneficiary o Each Beneficiary acknowledges that Subscriberthe Trustee, either alone the primary representative, or together with Subscriber’s advisors (the Beneficiary shall be responsible for completing, signing and mailing federal and/or state tax returns to report any income or assets of the Trust which is taxable to them. Each Beneficiary hereby indemnifies the Trust and the Trustees from all claims for tax liabilities of his or her Sub‐account. This provision shall not be waived if any)the Trust prepares and files returns. o The Beneficiary acknowledges that the contributions to their Special Needs Trust Sub‐ Account are not deductible as charitable gifts, or otherwise. o The Beneficiary acknowledges that Trustee has read, understands and agrees with and made no representations as to the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber gift or tax consequences of directing funds to their Special Needs Trust Sub‐Account, and has recommended that the Beneficiary seek independent legal advice. o The Beneficiary acknowledges that Special Needs Trust Sub‐Account investment income may be taxable to the Beneficiary subject to applicable exemptions and deductions. Professional tax advice is recommended.  Each Beneficiary acknowledges that the Trust is not licensed in the field of social services. Beneficiary’s acknowledge and agree that the Trustees may conclusively rely upon the Advisory Co‐Trustee to identify programs that may be of social, financial developmental, or other assistance to Beneficiaries. The Trustees, shall not in any event be liable to any Beneficiary or any other party for their acts as Trustee so long as the acts of the Trustee are within the scope of the O.C.G.A. § 30‐10‐8.  Each Beneficiary recognizes and acknowledges the uncertainty and changing nature of the laws, and regulations pertaining to government benefits and the Beneficiary agrees that neither the Trust nor the Trustees will not in any event be liable for any loss of benefits as long as the acts of the Trustee are within the scope of O.C.G.A. § 30‐10‐8.  Each Beneficiary acknowledges and agrees that the Corporation may at Trustee, their agents, employees, heirs, and legal and personal representatives, shall not in any time sell shares event be liable to the Beneficiary any other party so long as their acts are in good faith and within the scope of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this AgreementO.C.G.A. § 30‐10‐8. Subscriber  Each Beneficiary acknowledges and agrees that he/she has not been provided, nor is he/she relying upon, any representation of or any legal advice by The Georgia Community Trust of BDI or its settlor, BDI, in deciding to execute this Joinder Agreement.  Each Beneficiary further acknowledges and agrees: o that he/she is entering into this Joinder Agreement voluntarily, as his/her own free act and deed; o that he/she has had the Shares may ultimately prove opportunity to be worth significantly more or significantly less than Subscriber perceives them to be worth now, have The Georgia Community Trust of BDI Master Trust Agreement and the Joinder Agreement reviewed by his/her own attorney; o that no representation or warranty is made by the Corporation as he/ she has been provided a true and correct copy of The Georgia Community Trust of Agreement and Joinder Agreement prior to the “fair value” signing of this Joinder Agreement; o that he/she has reviewed and understands to his/her full satisfaction the legal, economic and tax effects of these instruments; o that BDI, or its designee may be a Remainder Recipient of a portion of the Shares or the interest in the Corporation that they represent, either now or in the future. (c) The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part Sub‐account established hereby upon the representations made by Subscriber death of the Beneficiary as provided in this Joinder Agreement; o Advisory Co‐Trustees shall serve in an advisory capacity only with no legal power to control the Sub‐account in any fashion. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.Initial

Acknowledgments. Subscriber hereby Investor further acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands and agrees with and to the followingthat: (ai) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber acknowledges and agrees that the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” of the Shares or the interest in the Corporation that they represent, either now or in the future. (c) The Shares have Securities are not been registered under the Securities Act and the sale thereof under this Agreement is exempt under Section 4(2) of 1933, the Act as amended (not involving any public offering and the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend Company’s reliance on such exemption is in part based upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for it herein and the purpose of determining whether this transaction meets the requirements statutory basis for such exemptions.exemption would not be present if, notwithstanding such representations, it contemplated acquiring the Securities for resale upon the occurrence or nonoccurrence of some predetermined event; (dii) The Shares are “restricted securities” under applicable federal securities laws and other than as may be separately agreed pursuant to a registration rights agreement, the Company is not obligated to register the Securities Act and or furnish information necessary to enable the rules sale of the Securities under the Act or pursuant to any rules, regulations or exemptions thereunder; (iii) the Securities may not be sold, transferred or otherwise disposed of without registration under the Act and Exchange Commission provideapplicable state securities Laws or exemptions therefrom and, in substance, that Subscriber may only dispose the absence of the Shares pursuant to an effective registration statement under covering the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt available exemptions from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, Act and applicable state securities laws may allow sales of Laws, the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber Securities must bear the economic risks of an investment in the Shares for an indefinite period of time.be held indefinitely; (eiv) The certificate(s) evidencing each certificate for the Purchased Shares will bear include the following legend, which shall be in addition to any other legends required by law or contractstatement: THE SHARES REPRESENTED BY THIS CERTIFICATE THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “ACT”) OR ANY STATE OR OTHER SECURITIES LAWS AND LAWS. THEY MAY NOT BE SOLD SOLD, OFFERED FOR SALE, PLEDGED OR TRANSFERRED HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWSIS NOT REQUIRED. (fv) Neither the Corporation nor any person acting on its behalf has offered or Purchased Shares may not be sold pursuant to Rule 144 promulgated under the Shares Act unless all the conditions of that rule are met and among the conditions for the use of Rule 144 is availability of current information to Subscriber by any form of general solicitation, general or the public media advertising or mass mailingabout the Company.

Acknowledgments. Subscriber hereby acknowledges that SubscriberThe Company, either alone or together with Subscriber’s advisors (if any), has read, understands Callco and agrees with and to the followingFCE acknowledge that: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISKeach Option outstanding at the Effective Time will, without any action on the part of any Optionholder, represent an option to purchase the number of shares of FCE Common Stock determined by multiplying the number of Company Common Shares subject to such Option at the Effective Time by the Exchange Ratio (rounded down to the nearest whole number of shares of FCE Common Stock), at an exercise price per share of FCE Common Stock equal to the exercise price per share of such Option immediately prior to the Effective Time divided by the Exchange Ratio (rounded up to the nearest whole cent), expressed in U.S. dollars. For the purposes of determining the exercise price per share of FCE Common Stock, the exercise price per share of the Company Common Stock Shares subject to such Option shall be adjusted using the Canadian dollar exchange rate based upon the average of the noon buying rate expressed to the fourth decimal place for each of the trading days in the Measurement Period, as reported by the Federal Reserve Bank of New York. In the foregoing calculation results in an Option being exercisable for a fraction of a share of FCE Common Stock, then the number of shares of FCE Common Stock subject to such Option will be rounded down to the nearest whole number of shares, and the exercise price per whole share of FCE Common Stock will be as determined above. The obligations of the Company under the Options shall be assumed by FCE and FCE shall be substituted for the Company under, and as sponsor, of the Company's Amended Incentive Stock Option Plan. Except as provided in this paragraph, the term and all other terms and conditions of the Options in effect immediately prior to giving effect to the Arrangement shall govern the Options; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS.and (b) Subscriber acknowledges the rights, preferences, privileges and agrees that obligations of the Corporation may Company Preferred Shares, as set forth in the Company's Certificate and Articles of Amendment (the "Original Articles") dated July 30, 2000, shall be unaffected by the Arrangement and will be respected and given effect to following the Effective Time, upon the exercise of any conversion privilege attaching to the Company Preferred Shares, by the issuance by FCE, in full satisfaction of such conversion, of fully-paid non-assessable shares of FCE Common Stock (or Exchangeable Shares if such holder so elects prior to the Election Deadline and at the time of conversion the Exchangeable Shares shall not have been redeemed) to such holder of the Company Preferred Shares based on the Exchange Ratio at the following "Current Conversion Prices": (i) (Cdn.$30.96/the Exchange Ratio) per share of FCE Common Stock until July 31, 2005; (ii) (Cdn.$33.54/the Exchange Ratio) per share of FCE Common Stock after July 31, 2005 until July 31, 2010; (iii) (Cdn.$36.12/the Exchange Ratio) per share of FCE Common Stock after July 31, 2010 until July 31, 2015; (iv) (Cdn.$38.70/the Exchange Ratio) per share of FCE Common Stock after July 31, 2015 until July 31, 2020; or (v) at any time sell after July 31, 2020 the price equal to 95% of the Current Market Price (converted to Cdn.$ at the time of such calculation), of shares of its capital stock FCE Common Stock at a price greater or less than the Per Share Subscription Price pursuant time of conversion (the "Final Conversion Price"). The foregoing "Current Conversion Prices" remain subject to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation further adjustments as provided in Section 5.5 of Schedule "A" to the “fair value” Original Articles for any subsequent events. For the purposes of the Company Preferred Shares or conversion privilege, "Common Shares" shall, from and after the interest in Effective Date, mean the Corporation that they represent, either now or in the futureshares of FCE Common Stock. (c) The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby The undersigned acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands and agrees with and to the followingthat: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONSThe undersigned has received a copy of AmericasBank Corp’s Prospectus dated , 2004. By executing this Subscription Agreement, the undersigned acknowledges and agrees to all of the terms and conditions of the rights offering as described in the Prospectus. (b) Subscriber acknowledges and agrees that the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” of the Shares or the interest in the Corporation that they represent, either now or in the futurerights are not transferable. (c) The Shares have Subscriptions are binding on subscribers and may not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws be revoked by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptionssubscribers. (d) The Shares If I request that the shares of common stock are “restricted securities” under to be issued in a name other than that which appears on the books of AmericasBank Corp. with respect to the subscription rights granted to me, beneficial ownership of such common stock will not change. IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on the date set forth below. Date: (SEAL) Signature of Subscriber Name of Entity, if applicable federal securities laws Signature of Subscriber Printed Name(s) of Subscribers Street Address City, State and Zip Code Social Security No./Tax Identification No. Telephone Number and Area Code Legal Form of Ownership (check one): ¨ Individual ¨ Joint Tenants with right of survivorship (both parties must sign) ¨ Tenants by the Securities Act Entireties (husband and the rules wife only) ¨ Tenants-in-Common (both parties must sign) ¨ Community Property (one signature required if interest held in one name, i.e., managing spouse, two signatures required if interest held in both names ¨ Partnership ¨ Corporation ¨ Limited Liability Company ¨ Employee Benefit Plan ¨ Individual Retirement Account ¨ Trust ¨ Uniform Gift to Minors ¨ Other REGISTRATION INFORMATION: (if different from above) Name(s) of Registered Owner Street Address City, State & Zip Code Social Security No./Tax Identification No. Telephone Number and Area Code Your signature must be guaranteed by an Eligible Institution, as defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, if you wish your shares of common stock to be issued in a name other than that which appears on the books of AmericasBank Corp. with respect to the subscription rights granted to you. Signature Guaranteed by: Eligible Institution The foregoing subscription is hereby acknowledged and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so accepted as to permit sales pursuant toshares. Date: , the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contractBy: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.Authorized Officer

Acknowledgments. Subscriber hereby Buyer acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands and agrees with and to the followingaccepts that: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS.there are restrictions and risks associated with purchasing Tokens, owning Tokens and using Tokens in the MDL™ Talent Hub Platform including (but not necessarily limited to) the risks described in this Agreement and in particular Exhibit 3 of these Terms and Conditions and Buyer assumes all such risks; (b) Subscriber acknowledges and agrees Buyer understands that the Corporation may at any time sell shares purchase and ownership of its capital stock at a price greater Tokens carries no rights, express or less implied, other than the Per Share Subscription Price pursuant right to this Agreementuse the Tokens as a means to enable usage of and interaction with the MDL™ Talent Hub Platform, if successfully completed and deployed. Subscriber acknowledges In particular, the Tokens do not represent or confer any other rights of any form with respect to Company or the MDL™ Talent Hub Platform, including, but not limited to, any ownership, distribution, redemption, liquidation, proprietary, or other financial or legal rights or interests (including all forms of intellectual property and agrees interests in legal entities, unincorporated bodies, underlying securities, equity, shares or debentures). Buyer understands that the Shares may ultimately prove Tokens do not provide Buyer with a direct or indirect exposure to any underlying profits and/or losses, or assets and/or liabilities of Company or the MDL™ Talent Hub Platform. Furthermore, purchase of the Tokens does not automatically confer any rights to access or use services offered on the MDL™ Talent Hub Platform and the use of MDL™ Talent Hub Platform shall, unless other specified in these Terms and Conditions, be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as subject to the “fair value” of terms and conditions governing the Shares or the interest in the Corporation that they represent, either now or in the future.MDL™ Talent Hub Platform; (c) the White Paper is for information purposes only and is not a statement of future intent. The Shares have White Paper does not been registered under the Securities Act constitute or form part of 1933any opinion on, as amended (the “Securities Act”)any advice to buy or sell, or any state securities laws by reason solicitation of specific exemptions under any other to purchase any Tokens nor shall it or any part of it nor the provisions thereof which depend fact of its presentation form the basis of, or be relied upon in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions.connection with, any contract or any investment or purchase decision; (d) The Shares are “restricted securities” under no regulatory authority in any applicable federal securities laws jurisdiction has examined or approved of the information set out in the White Paper and the Securities Act and the rules publication, distribution or dissemination of the Securities and Exchange Commission provideWhite Paper to you does not imply that any applicable laws, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act regulatory requirements or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of timerules have been complied with. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby Purchaser acknowledges that Subscriberthe Property is being offered for sale "AS IS" and will convey in "AS IS" condition, either alone without warranty expressed or together with Subscriber’s advisors (if any)implied, has reador arising by operation of law, understands and agrees with and to the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber acknowledges and agrees that the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” condition of the Shares premises, including but not limited to any warranty of condition, habitability, merchantability or fitness for a particular purpose, and subject to ordinary wear and tear occurring after the interest in date hereof. Purchaser further acknowledges that neither Seller nor Auction Firm have made or extended to Purchaser any representation, warranty or indemnity with regard to the Corporation that they representenvironmental condition of the Property or with regard to its compliance with the Americans with Disabilities Act of 1990, either if applicable, and Purchaser hereby assumes sole responsibility therefor, indemnifies and agrees to hold Seller and Auction Firm, and each of their affiliates, agents, directors, employees and attorneys harmless from and waives any right, action, claim or cause of action it or its successors or assigns may have now or in the future. future against Seller and Auction Firm, and each of their affiliates, agents, directors, employees or attorneys with regard thereto. If the improvements on the Property are damaged after the date hereof but before settlement, Seller may (cbut shall not be obligated to) The Shares have attempt to repair the improvements and, at Seller’s sole option, there shall be a reasonable extension of the settlement date in which Seller may attempt to complete the repair. If Seller notifies Purchaser that Seller does not been registered under the Securities Act of 1933, as amended (the “Securities Act”)intend to attempt repair, or any state securities laws by reason if Seller attempts but is not successful in effecting repair and so notifies Purchaser, within ten (10) days of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in either such notification Purchaser shall either (i) terminate this Agreement. The Corporation is relying upon Subscriber’s representations contained , in this Agreement for which case Purchaser shall be entitled to the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules return of the Securities Deposit (less any accrued interest) and Exchange Commission provideneither party shall have any further liability to the other, or (ii) waive any objection to the damage and any right to reduce the Purchase Price, in substancewhich case Seller shall convey to Purchaser the Property with such damaged improvements as are then thereon and shall, that Subscriber may only dispose subject to receipt of any necessary approval of the Shares pursuant bankruptcy court, assign to an effective registration statement under the Securities Act or an exemption from such registration Purchaser all of Seller’s right, title and interest to any insurance proceeds, if available. The Corporation has no obligation or intention to register any of the Shares underany, received or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose be received in payment of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject damage to the same limitations improvements (but no other insurance proceeds, such as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject proceeds from damage to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of timepersonal property). (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber The Client hereby agrees and acknowledges that Subscriberhis awareness, either alone or together with Subscriber’s advisors (if any)states, has readundertakes, understands consents to and agrees with and to the following:confirms that:- (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISKthe Broker has given the Client and the Client has received copies of the Explanatory Document and Risks Disclosure Statement and/or other such documents which:- (i) explains the nature of the Derivatives; (ii) explains the nature of the obligations assumed by the Client when the Client instructs the Broker to trade in and/or enter into the Derivatives on behalf of the Client; (iii) sets out a risk disclosure statement, the contents of which have been read by the Client or explained by the Broker and understood by the Client and the Client has executed a duplicate of that risk disclosure statement after reading and/or having the same explained by the Broker; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES and (iv) sets out the specifications and details of the essential terms of each kind of the Derivatives in which the Broker trades. AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS.FURTHER the Client acknowledges that the Client has read, reviewed and understands the contents of the aforesaid document. Where necessary, the Client has sought explanation, clarification and/or has sought other professional advice and the Client fully understands the nature and contents of the Explanatory Document and Risks Disclosure Statement; (b) Subscriber the Client has received a copy of this Agreement. Prior to the execution of the Explanatory Document and Risk Disclosure Statement and this Agreement, the Client has considered the Client's own objectives, financial situation, needs and the risks involved and has formed the opinion that Dealing in Derivatives is suitable for the Client and hereby acknowledges and agrees of his awareness that Dealing in Derivatives involves/carries the risk of loss as well as the prospect of profit; (c) notwithstanding that the Corporation Broker is required to and will be trading as a principal, the Broker acts/will be acting as the Client's agent for the purpose of Dealing in Derivatives and the Broker will trade, or will instruct the Third Person to trade on behalf of the Client, in the Derivatives on the Derivatives Market conducted by the Exchange when carrying out the instructions of the Client; (d) where the Broker instructs the Third Person to trade in Derivatives on the Derivatives Market, the Broker may share the commission or such other amount relating to the Derivatives with such persons in such manner as the Broker thinks fit; (e) the Client and the Broker are bound by the provisions of the Act and any instruments issued in accordance with the Act, the Business Rules, customs, usages and practices of the Derivatives Market, the Exchange and the Clearing House. Nothing in this paragraph shall be construed to change the proper law of this Agreement. Howsoever, in the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Act and the Business Rules, the provisions of the Act and the Business Rules shall prevail; (f) the Client will promptly take all reasonable steps to obtain and communicate to the Broker all information and deliver or cause to be delivered to the Broker all documents with respect to Dealing in Derivatives which are requested by the Exchange, the Clearing House or any person having a right under the Act, the Business Rules or the Exchange, or otherwise, to request for such information or documents. The Client hereby irrevocably and unconditionally authorizes the Broker to communicate all such information and deliver or cause to be delivered all such documents or copies thereof to the person so requesting therefor; (g) the Client will fully indemnify and keep the Broker fully indemnified from and against all sums of money, actions, proceedings, suits, claims, demands, damages, costs, expenses and any other amount whatsoever claimed against the Broker resulting from a failure by the Client to comply with Paragraph (f) hereof; (h) Dealing in Derivatives may create an obligation to give or take delivery of an underlying financial instrument or make a cash adjustment/payment in accordance with the terms of the relevant Derivatives; (i) that the Client has the power and all the requisite approvals to enter into this Agreement with the Broker and to trade in Derivatives; (j) the Broker shall incur a personal obligation when Dealing in Derivatives on behalf of the Client (without limiting or affecting the obligations of the Client under this Agreement or any of the Derivatives) where: (i) any benefit or right obtained by the Broker or the Clearing Participant upon registration of the Derivatives with the Clearing House by way of assumption of liability of the Clearing House under any Derivatives or any legal result of such registration is personal to the Broker or other Clearing Participant and the benefit of such benefit or right or other legal result does not pass to the Client; and (ii) in relation to all trades conducted on any Derivatives Market by the Broker and all Derivatives registered by the Clearing House, the Client has no rights whether by way of subrogation or otherwise against any person or corporation other than the Broker; (k) the Broker, in Dealing in Derivatives or clearing the Derivatives on behalf of the Client may be required to buy or sell foreign currency and the exchange rate which shall apply is the exchange rate applicable at the time the Client's money is exchanged by the Broker, the Broker's bankers or the Clearing House and at which the Client's money (or a sum which the Broker determines represents the same) is actually exchanged, unless otherwise agreed in writing between the parties: (i) if, for any time sell shares purpose, the Client is required to convert any amount due to the Broker into a currency other than that in which it would otherwise have been due, the Client shall pay the Broker such additional amounts as are necessary to ensure that when received and reconverted, the Broker will receive the full amount in the original currency as it would have received had no such conversion taken place; and (ii) unless otherwise agreed in writing, the Client agrees to pay the Broker and authorizes the Broker to debit the Client Account for the purpose of payment, of fees incurred in managing the Client Account, including administrative fee or fees charged by the Broker for any conversion (made upon request by the Client), of the amount due to the Broker from:- i. Ringgit Malaysia to any foreign currency, and vice versa; and ii. Foreign currency to another foreign currency, and vice versa; (l) a notice signed by any one of the Broker's directors, managers or other authorized employees, stating the amount of monies due and payable by the Client to the Broker in respect of any matter or trading pursuant to this Agreement or any Derivatives shall be prima facie evidence of the correctness of its capital stock contents save for manifest errors; (m) that each employee and Registered Representatives, whether or not they are employees of the Broker, shall at all times act/be deemed to be acting as agents of the Broker in connection with the Broker's business of Dealing in Derivatives and the Broker shall be liable for such acts of the agents; (n) the Broker in Dealing in Derivatives as the Client's agent on the Derivatives Market shall be entitled to transmit funds and receive funds in respect of the Derivatives notwithstanding that the Broker is not providing the clearing services for the Derivatives; (o) the Broker and all of its directors, employees and agent shall not in any way liable for damages, losses, costs or expenses of any kind suffered or incurred by the Client or the Broker pursuant to this Agreement:- (i) any misinterpretation of any information provided by the Broker, relating to a price greater transaction entered into or less than proposed to be entered into by the Per Share Subscription Price Client or the Broker pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” of the Shares or the interest in the Corporation that they represent, either now or in the future.; (cii) The Shares have not been registered under misinterpretation of any information, directions or instructions which the Securities Act of 1933, as amended (the “Securities Act”)Client, or any state securities laws person purporting to act on behalf of the Client may have given or claims to have given to the Broker in relation to any transaction; (iii) the non-performance of its obligations hereunder by reason of specific exemptions under any cause beyond the provisions thereof which depend in part upon Broker's control, including, without limitation, transmission or computer delays,errors or omissions, strikes and similar industrial action or the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose failure of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant toClearing Members, the Securities Act. AccordinglyExchange or the Clearing House to perform its obligations; (iv) any advice, Subscriber may dispose forecast, opinion, statement of intention to the Client in relation to price movements or positions or the likely or possible profitability of any transaction or any Derivatives; (v) any Dealing in Derivatives or the relationship established by this Agreement except and to the extent of willful default; (vi) any breach by the Client in connection with its obligations to the Broker or the terms of this Agreement; (vii) any actions or failure by the Broker to place or activate a stop loss order; and (viii) any breach of the Shares only Act by the Client or any person who purports to act on behalf of the Client, except in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject respect and to the same limitations as in the hands extent of Subscriber. Additionallyany negligence, applicable state securities laws may allow sales fraud or dishonesty of the Shares only if the Shares are registered Broker or the transaction any claim which under any applicable law it is subject not lawful to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time.exclude; and (ep) The certificate(s) evidencing the Shares will bear Business Rules of the following legend, which Exchange and the Business Rules of the Clearing House shall be in addition deemed to any other legends required be incorporated by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWSreference into this Agreement. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. The Subscriber hereby acknowledges that Subscriberthe disclosures contained in this Section 4, either alone or together with among others, have been made prior to Subscriber’s advisors (if any), execution of this Agreement. The Subscriber has read, understands and agrees with and to the following: (a) carefully considered these disclosures before making its investment decision. AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; , INCLUDING BUT NOT LIMITED TO THE CORPORATION MAY NEED ADDITIONAL CAPITAL RISK OF LOSS OF THE TOTAL AMOUNT OF SUBSCRIBER’S INVESTMENT IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES SHARES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber acknowledges and agrees that the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” of the Shares or the interest in the Corporation that they represent, either now or in the future. (c) The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contractRISKS SUMMARIZED BELOW: THE SHARES REPRESENTED BY THIS CERTIFICATE OF THE COMPANY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE. THE SHARES ARE OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENT OF THE SECURITIES ACT AND SUCH LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED UNLESS SO REGISTERED OR QUALIFIED, OR UNLESS AN EXEMPTION FROM REGISTRATION OR QUALIFICATION EXISTS. THE AVAILABILITY OF ANY EXEMPTION FROM REGISTRATION OR QUALIFICATION MUST BE ESTABLISHED BY AN OPINION OF COUNSEL FOR SUBSCRIBER, WHICH OPINION OF COUNSEL MUST BE REASONABLY SATISFACTORY TO THE COMPANY. THE COMPANY HAS NO OBLIGATION TO REGISTER THE SHARES UNDER THE SECURITIES ACT OR ANY STATE SECURITIES LAWS OR OTHERWISE PROVIDE A MARKET FOR THE SHARES. ONLY THE COMPANY CAN TAKE ACTION TO REGISTER THE SHARES UNDER FEDERAL AND STATE SECURITIES LAWS, AND THE COMPANY IS UNDER NO OBLIGATION TO TAKE SUCH ACTION. THE COMPANY WILL NOT BE SUBJECT TO THE REPORTING REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND WILL NOT FILE REPORTS, PROXY STATEMENTS AND OTHER INFORMATION WITH THE SECURITIES AND EXCHANGE COMMISSION. THE COMPANY IS IN ITS VERY EARLY DEVELOPMENT STAGES AND HAS NO REVENUES, PRODUCTS OR SERVICES AND WILL NOT FOR SOME TIME. NO PUBLIC MARKET FOR THE SHARES CURRENTLY EXISTS OR IS LIKELY TO DEVELOP, AND THUS, SUBSCRIBER WILL NEED TO BEAR THE ECONOMIC RISK OF SUBSCRIBER’S INVESTMENT FOR AN INDEFINITE PERIOD OF TIME AND MAY NOT BE SOLD ABLE TO LIQUIDATE SUBSCRIBER’S INVESTMENT READILY. NO ASSURANCE HAS BEEN MADE OR TRANSFERRED CAN BE MADE THAT ANY FINANCIAL BENEFITS WILL RESULT FROM AN INVESTMENT IN THE ABSENCE SHARES. THE COMPANY PRESENTLY INTENDS TO RETAIN EARNINGS FOR OPERATION OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT COMPANY’S BUSINESS AND DOES NOT ANTICIPATE PAYING CASH DIVIDENDS IN THE FORESEEABLE FUTURE. THE SUBSCRIBER MUST CONSULT WITH ITS OWN TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF 1933 THIS INVESTMENT, INCLUDING THE EFFECT OF FEDERAL, STATE, LOCAL AND APPLICABLE STATE SECURITIES FOREIGN TAX LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby acknowledges STATE OF MARYLAND ) ) SS: COUNTY OF_________) This Guaranty of Lease was acknowledged before me on August __, 1996, by __________________________________, as __________________________________ of INTEGRATED HEALTH SERVICES, INC., a Delaware corporation. ---------------------------------- Notary Public My appointment expires: STATE OF MARYLAND ) ) SS: COUNTY OF ________) This Guaranty of Lease was acknowledged before me on August __, 1996, by ______________________________________, as __________________________________ of INTEGRATED LIVING COMMUNITIES, INC., a Delaware corporation. ---------------------------------- Notary Public My appointment expires: EXHIBIT A DESCRIPTION OF THE LAND EXHIBIT A-1 LOCATION OF LEASED IMPROVEMENTS EXHIBIT B [LIST OF SELECTED PERSONAL PROPERTY & FIXTURES] EXHIBIT C (LANDLORD'S CONSTRUCTION WORK) SEE REFERENCES IN ARTICLE XXII The description of the final plans and specifications are annexed to this Exhibit C. All labor and materials necessary to complete the Leased Improvements and other improvements to be constructed or being constructed on the Land in accordance with said final plans and specifications and the provisions of this Lease, shall be known as "Landlord's Construction Work". Unless Tenant shall expressly agree in writing that Subscriberany requirements of said final plans and specifications shall be waived or altered, either alone every requirement of said final plans and specifications shall be complied with by Landlord. No employee or together with Subscriber’s advisors (if any)agent of Tenant, other than an officer of Tenant, has readany authority to waive or alter any requirements of said final plans and specifications. If there shall be any inconsistency or conflict among the requirements of the within Lease, understands this Exhibit C and agrees with said final plans and specifications, Landlord shall notify Tenant thereof as soon as Landlord shall discover such inconsistency or conflict. In any event, unless Tenant shall notify Landlord in writing to the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber acknowledges contrary, the most stringent requirement shall control in the case of any such inconsistency or conflict. Landlord at all times assumes and agrees that accepts sole responsibility for the Corporation may at structural and engineering design of the Demised Premises and all appurtenances thereto and the quality and fitness of all materials or fixtures used therein. The review by Tenant of said final plans and the specifications or the approval of any time sell shares of its capital stock at a price greater suggestions with respect thereto shall not constitute an opinion or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as Tenant with respect to the “fair value” sufficiency of the Shares structural or engineering design of the Demised Premises or the interest in the Corporation that they represent, either now quality or in the future. (c) The Shares have not been registered under the Securities Act fitness of 1933, as amended (the “Securities Act”), any materials or fixtures used therein or impose any state securities laws by reason of specific exemptions under the provisions thereof which depend in part present or future liability or responsibility upon the representations made by Subscriber in this AgreementTenant therefor. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject Prior to the same limitations as in date of this Lease, Landlord shall furnish Tenant with a detailed timetable setting forth Landlord's schedule therefor. Landlord agrees to furnish Tenant with revisions of said timetable whenever reasonably required during the hands course of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of timeconstruction. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands and agrees with and to the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONSThe Former Shareholders acknowledge that they have been given access to all information relating to the business and assets of the Parent that they have requested. (b) Subscriber acknowledges and agrees The Former Shareholders understand that the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price Parent Common Stock to be issued in accordance with Section 1 hereof shall be issued and delivered pursuant to this Agreement. Subscriber acknowledges and agrees that an exemption from the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” registration requirements of the Shares or the interest in the Corporation that they represent, either now or in the future. (c) The Shares have not been registered under the Securities Act of 1933, as amended (the “"Securities Act”"), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part ; and that for such purpose Parent will rely upon the representations, warranties, covenants and agreements contained herein; and that such exemption may not be available unless such representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for and warranties are correct and such exemptionscovenants and agreements performed. (dc) The Shares are “restricted securities” Former Shareholders understand that, under applicable federal securities laws and the Securities Act and the existing rules of the Securities and Exchange Commission provide(the "SEC"), in substancethere are substantial restrictions on the transferability of Parent Common Stock; such shares will not be, and the Former Shareholders will have no rights to require that Subscriber such shares be, registered under the Securities Act; such shares may be transferred only dispose of the Shares pursuant to an effective registration statement if registered under the Securities Act or if an exemption from such registration if is available. The Corporation has no obligation or intention ; the Former Shareholders may not be able to register any avail themselves of the Shares underprovisions of Rule 144 promulgated by the SEC under the Securities Act with respect to the transfer of such shares; and, or to take action so as to permit sales pursuant toaccordingly, the Securities Act. Accordingly, Subscriber Former Shareholders may dispose have to hold such shares indefinitely. (d) The Former Shareholders are sophisticated investors familiar with the type of risks inherent in the Shares only acquisition of securities such as Parent Common Stock; the Former Shareholders are "accredited investor" as defined in certain transactions that are exempt from registration Rule 501 of Regulation D promulgated under the Securities Act, including “private placements,” in which event ; and the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales financial positions of the Shares only if Former Shareholders are such that they can afford to retain the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares Parent Common Stock for an indefinite period of timetime without realizing any direct or indirect cash return on their investments. (e) The certificate(s) evidencing Former Shareholders will acquire the Shares will bear Parent Common Stock for their own account and not with a view to, or for sale in connection with, the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWSdistribution thereof within the meaning of the Securities Act. (f) Neither The Former Shareholders understand that the Corporation nor any person acting on its behalf has offered or sold certificates evidencing the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailingParent Common Stock will bear appropriate restrictive legends.

Acknowledgments. Subscriber hereby The undersigned acknowledges that Subscriber, either alone or together it understands its obligation to comply with Subscriber’s advisors (if any), has read, understands and agrees with and to the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber acknowledges and agrees that the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” provisions of the Shares or the interest in the Corporation that they represent, either now or in the future. (c) The Shares have not been registered under the Securities Exchange Act of 19331934, as amended (the “Securities Act”)amended, or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission providethereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in substance, that Subscriber may only dispose connection with any offering of the Shares Transfer Restricted Securities pursuant to an effective registration statement under the Securities Act or an exemption from such registration if availableShelf Registration Statement. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions undersigned agrees that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, the Company has offered agreed under certain circumstances to indemnify the Selling Securityholders against certain liabilities. In accordance with the undersigned's obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or sold changes in the Shares information provided herein that may occur subsequent to Subscriber the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth above. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to items (1) through (8) above and the inclusion of such information in the Shelf Registration Statement and the related Prospectus. The undersigned understands that such information will be relied upon by any form the Company in connection with the preparation or amendment of general solicitationthe Shelf Registration Statement and the related Prospectus. Once this Notice and Questionnaire is executed by the undersigned and received by the Company, general or public media advertising or mass mailingthe terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the undersigned with respect to the Transfer Restricted Securities beneficially owned by the undersigned and listed in Item (3) above. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.

Acknowledgments. Subscriber hereby acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands Actavis and agrees with and to the followingNeos acknowledge as follows: (a) AN INVESTMENT ACTAVIS ACKNOWLEDGES THAT IT MAY HEREAFTER DISCOVER CLAIMS OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH IT NOW KNOWS OR BELIEVES TO EXIST WITH RESPECT TO THE ACTAVIS RELEASED CLAIMS, THE FACTS AND CIRCUMSTANCES ALLEGED IN THE SHARES INVOLVES ACTION, AND/OR THE SUBJECT MATTER OF THIS AGREEMENT, WHICH, IF KNOWN OR SUSPECTED AT THE TIME OF EXECUTING THIS AGREEMENT, MAY HAVE MATERIALLY AFFECTED THIS AGREEMENT. NEVERTHELESS, UPON THE EFFECTIVENESS OF THE RELEASE OF THE ACTAVIS RELEASED CLAIMS AS SET FORTH IN SECTION 5 ABOVE, ACTAVIS HEREBY ACKNOWLEDGES THAT THE ACTAVIS RELEASED CLAIMS INCLUDE WAIVERS OF ANY RIGHTS, CLAIMS, OR CAUSES OF ACTION THAT MIGHT ARISE AS A HIGH DEGREE RESULT OF RISK; SUCH DIFFERENT OR ADDITIONAL CLAIMS OR FACTS. ACTAVIS ACKNOWLEDGES THAT IT UNDERSTANDS THE CORPORATION SIGNIFICANCE AND POTENTIAL CONSEQUENCES OF SUCH A RELEASE OF UNKNOWN UNITED STATES JURISDICTION CLAIMS AND OF SUCH A SPECIFIC WAIVER OF RIGHTS. ACTAVIS INTENDS THAT THE CLAIMS RELEASED BY IT UNDER THIS RELEASE BE CONSTRUED AS BROADLY AS POSSIBLE TO THE EXTENT THEY RELATE TO UNITED STATES JURISDICTION CLAIMS. ACTAVIS IS AWARE OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her, must have materially affected his or her settlement with the debtor.” ACTAVIS AGREES TO EXPRESSLY WAIVE ANY RIGHTS IT MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES HAVE UNDER THIS CODE SECTION OR MEET ITS EXPENSES UNDER FEDERAL, STATE, OR COMMON LAW STATUTES OR JUDICIAL DECISIONS OF A SIMILAR NATURE, AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED KNOWINGLY AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONSVOLUNTARILY WAIVES ALL SUCH UNKNOWN CLAIMS. (b) Subscriber acknowledges and agrees that NEOS ACKNOWLEDGES THAT IT MAY HEREAFTER DISCOVER CLAIMS OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH IT NOW KNOWS OR BELIEVES TO EXIST WITH RESPECT TO THE NEOS RELEASED CLAIMS, THE FACTS AND CIRCUMSTANCES ALLEGED IN THE ACTION, AND/OR THE SUBJECT MATTER OF THIS AGREEMENT, WHICH, IF KNOWN OR SUSPECTED AT THE TIME OF EXECUTING THIS AGREEMENT, MAY HAVE MATERIALLY AFFECTED THIS AGREEMENT. NEVERTHELESS, UPON THE EFFECTIVENESS OF THE RELEASE OF THE NEOS RELEASED CLAIMS AS SET FORTH IN SECTION 5 ABOVE, NEOS HEREBY ACKNOWLEDGES THAT THE NEOS RELEASED CLAIMS INCLUDE WAIVERS OF ANY RIGHTS, CLAIMS, OR CAUSES OF ACTION THAT MIGHT ARISE AS A RESULT OF SUCH DIFFERENT OR ADDITIONAL CLAIMS OR FACTS. NEOS ACKNOWLEDGES THAT IT UNDERSTANDS THE SIGNIFICANCE AND CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. POTENTIAL CONSEQUENCES OF SUCH A RELEASE OF UNKNOWN UNITED STATES JURISDICTION CLAIMS AND OF SUCH A SPECIFIC WAIVER OF RIGHTS. NEOS INTENDS THAT THE CLAIMS RELEASED BY IT UNDER THIS RELEASE BE CONSTRUED AS BROADLY AS POSSIBLE TO THE EXTENT THEY RELATE TO UNITED STATES JURISDICTION CLAIMS. NEOS IS AWARE OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A general release does not extend to claims which the Corporation may creditor does not know or suspect to exist in his or her favor at any the time sell shares of its capital stock at a price greater or less than executing the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” of the Shares or the interest in the Corporation that they represent, either now or in the future. (c) The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legendrelease, which shall be in addition to any other legends required if known by law him or contract: THE SHARES REPRESENTED BY her, must have materially affected his or her settlement with the debtor.” NEOS AGREES TO EXPRESSLY WAIVE ANY RIGHTS IT MAY HAVE UNDER THIS CERTIFICATE HAVE NOT BEEN REGISTERED CODE SECTION OR UNDER THE SECURITIES ACT FEDERAL, STATE, OR COMMON LAW STATUTES OR JUDICIAL DECISIONS OF 1933 OR ANY STATE SECURITIES LAWS A SIMILAR NATURE, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF KNOWINGLY AND VOLUNTARILY WAIVES ALL SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWSUNKNOWN CLAIMS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby acknowledges that Subscriber, either alone or together Acquiror agrees to provide Holder with Subscriber’s advisors notice of its intent to file the Registration Statement at least five (if any5) Business Days prior to such filing (the “Notice”), has read, understands and agrees with and to the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber . The Holder acknowledges and agrees that the Corporation may at in order to sell or otherwise dispose of any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price Holder Shares pursuant to the Registration Statement, the Holder will be required to be named as a selling stockholder in the related prospectus (the “Prospectus”, which term will include any related prospectus supplement and any amendments thereto), deliver a copy of the Prospectus to purchasers of Holder Shares and be bound by the provisions of this Agreement. Subscriber The Holder further acknowledges and agrees that Acquiror’s obligation to register the offer and resale of the Holder Shares may ultimately prove in the Registration Statement and to be worth significantly more or significantly less than Subscriber perceives them list the Holder as a selling stockholder in the Prospectus is conditioned upon the execution and delivery of this Agreement and a Joinder Agreement and, assuming Acquiror timely delivers the Notice, the completion and delivery of the Selling Stockholder Questionnaire attached as Exhibit A hereto (the “Selling Stockholder Questionnaire”) by the Holder to be worth nowAcquiror at least three (3) Business Days prior to the date Acquiror files the Registration Statement, and that no representation or warranty is made by if Acquiror timely delivers the Corporation Notice but the Holder does not so execute and deliver this Agreement and the Joinder Agreement and complete and deliver the Selling Stockholder Questionnaire to Acquiror prior to such third (3rd) Business Day, the Holder will not be named as to the “fair value” of the Shares or the interest selling securityholders in the Corporation that they represent, either now or in the future. (c) The Shares have Prospectus and therefore will not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or be permitted to sell any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Holder Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if availableRegistration Statement. The Corporation has no obligation or intention to register any of the Shares under, or to take action so Holder further understands and acknowledges that certain legal consequences arise from being named as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as a selling stockholder in the hands of Subscriber. AdditionallyRegistration Statement and the Prospectus, applicable state and that Holder understands and acknowledges that it should consult Holders’ own securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of timelaw counsel regarding such consequences. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby By signing this Ballot, the undersigned acknowledge(s) and certifies (certify) that the undersigned is (are) the Beneficial Owner(s) of the Notes voted on this Ballot or otherwise has (have) full power and authority to vote to accept or reject the Plan as indicated on this Ballot on behalf of the Beneficial Owner(s). The undersigned understand(s) that, if this Ballot is validly executed but does not indicate either acceptance or rejection of the Plan, this Ballot will not be counted; all other Ballot elections will be counted as they appear on the Ballot. The undersigned further acknowledges that Subscriberany election made on this Ballot will be binding on successors, either alone heirs and assigns, including, without limitation, any Transferee. If the undersigned elected to make the Release Election in Item 3 or together to participate in the Reallocation Procedures in accordance with Subscriber’s advisors (if any)Item 4, has read, understands the undersigned also acknowledges that such election(s) is an irrevocable and agrees with legally binding obligation of the undersigned as of the Voting Deadline pending approval and to upon the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber acknowledges and agrees that effective date of the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, Plan and that no representation or warranty is made a copy of this Ballot will be transmitted with the Nominees’s Master Ballot for review by the Corporation as Notes Balloting Agent, the Debtors and Xcel and its agents. If the undersigned elected in any manner to make the “fair value” Release Election in Item 3 or to participate in the Reallocation Procedures in accordance with Item 4 the undersigned is authorizing its Nominee to tender its Notes. Only your Nominee can vote and make the other elections indicated herein on your behalf. As indicated above, the Reallocation Election and Release Election will not be effective unless the Nominee timely and properly submits the applicable Master Ballot and, in the case of the Shares Release Election, this Ballot. If the Note Claims voted herein are held by more than one Beneficial Owner, all such Beneficial Owners must sign below. Please attach additional signature sheets if more than one Beneficial Owner is voting by means of this Ballot. Name of Beneficial Holder (Please Print) Social Security or the interest in the Corporation that they represent, either now or in the futureFederal Tax I.D. No. (c) The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby The undersigned acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands and agrees with and to the followingthat: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONSThe undersigned has received a copy of AmericasBank Corp's Prospectus dated _______ __, 2004. By executing this Subscription Agreement, the undersigned acknowledges and agrees to all of the terms and conditions of the rights offering as described in the Prospectus. (b) Subscriber acknowledges and agrees that the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” of the Shares or the interest in the Corporation that they represent, either now or in the futurerights are not transferable. (c) The Shares have Subscriptions are binding on subscribers and may not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws be revoked by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptionssubscribers. (d) The Shares If I request that the shares of common stock are “restricted securities” under applicable federal securities laws and to be issued in a name other than that which appears on the Securities Act and the rules books of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject AmericasBank Corp. with respect to the same limitations as in the hands subscription rights granted to me, beneficial ownership of Subscribersuch common stock will not change. AdditionallyTHE COMMON STOCK DOES NOT REPRESENT A DEPOSIT ACCOUNT OR OTHER OBLIGATION OF AMERICASBANK. THE COMMON STOCK IS NOT AND WILL NOT BE INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. BY EXECUTING THIS SUBSCRIPTION AGREEMENT, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE UNDERSIGNED ACKNOWLEDGES THAT THE UNDERSIGNED IS NOT WAIVING ANY RIGHTS HE OR SHE OR IT MAY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER LAWS, INCLUDING THE SECURITIES ACT OF 1933 AND APPLICABLE STATE THE SECURITIES LAWSEXCHANGE ACT OF 1934. Mail Completed Subscription Agreement to AMERICASBANK CORP. 000 Xxxx Xxxx Xxxxxx, Xxxxxxxx 00000 (000) 000-0000 Please read carefully the attached "INSTRUCTIONS FOR COMPLETING SUBSCRIPTION AGREEMENT AND EXERCISING SUBSCRIPTION RIGHTS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing."

Acknowledgments. Subscriber hereby  The provisions of this Joinder Agreement may be amended only as the Grantor and the Trustee may jointly agree, so long as any such amendment is consistent with The Georgia Community Trust of AADD Master Trust Agreement and applicable state and federal laws.  GCT of AADD is a Pooled Special Needs Trust, governed by the laws of Georgia in conformity with the provisions of 42 U.S.C. § 1396p, amended August 10, 1993 by the Omnibus Budget Reconciliation Act of 1993. To the extent there is conflict between the terms of this Joinder Agreement and the Master Trust Agreement, the latter shall control.  Taxes; Indemnification by Grantor o Each Grantor acknowledges that Subscriberthe Grantor, either alone the primary representative, or together with Subscriber’s advisors (the Beneficiary shall be responsible for completing, signing and mailing federal and/or state tax returns to report any income or assets of the Trust which is taxable to them. Each Grantor hereby indemnifies the Trust and the Trustees from all claims for tax liabilities of his or her Sub‐account. This provision shall not be waived if any)the Trust prepares and files returns. o The Grantor acknowledges that the contributions to their Special Needs Trust Sub‐ Account are not deductible as charitable gifts, or otherwise. o The Grantor acknowledges that Trustee has read, understands and agrees with and made no representations as to the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber gift or tax consequences of directing funds to their Special Needs Trust Sub‐Account, and has recommended that the Grantor seek independent legal advice. o The Grantor acknowledges that Special Needs Trust Sub‐Account investment income may be taxable to the Grantor subject to applicable exemptions and deductions. Professional tax advice is recommended.  Each Grantor acknowledges that the Trust is not licensed in the field of social services. Grantor acknowledge and agree that the Trustees may conclusively rely upon the Advisory Co‐Trustee to identify programs that may be of social, financial developmental, or other assistance to Beneficiaries. The Trustees, shall not in any event be liable to any Grantor or Beneficiary or any other party for their acts as Trustee so long as the acts of the Trustee are within the scope of the O.C.G.A. § 30‐10‐8.  Each Grantor recognizes and acknowledges the uncertainty and changing nature of the laws, and regulations pertaining to government benefits and each Grantor agrees that neither the Trust nor the Trustees will not in any event be liable for any loss of benefits as long as the acts of the Trustee are within the scope of O.C.G.A. § 30‐10‐8.  Each Grantor acknowledges and agrees that the Corporation may at Trustee, their agents, employees, heirs, and legal and personal representatives, shall not in any time sell shares event be liable to any Grantor or Beneficiary or any other party so long as their acts are in good faith and within the scope of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this AgreementO.C.G.A. § 30‐10‐8. Subscriber  Each Grantor acknowledges and agrees that he/she has not been provided, nor is he/she relying upon, any representation of or any legal advice by The Georgia Community Trust of AADD or its settlor, AADD, Inc., in deciding to execute this Joinder Agreement.  Each Grantor further acknowledges and agrees: o that he/she is entering into this Joinder Agreement voluntarily, as his/her own free act and deed; o that he/she has had the Shares may ultimately prove opportunity to be worth significantly more or significantly less than Subscriber perceives them to be worth now, have The Georgia Community Trust of AADD Master Trust Agreement and the Joinder Agreement reviewed by his/her own attorney; o that no representation or warranty is made by the Corporation as he/ she has been provided a true and correct copy of The Georgia Community Trust of Agreement and Joinder Agreement prior to the “fair value” signing of this Joinder Agreement; o that he/she has reviewed and understands to his/her full satisfaction the legal, economic and tax effects of these instruments; o that AADD, Inc., or its designee may be a Remainder Recipient of a portion of the Shares or the interest in the Corporation that they represent, either now or in the future. (c) The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part Sub‐ account established hereby upon the representations made by Subscriber death of the Beneficiary as provided in this Joinder Agreement; o Advisory Co‐Trustees shall serve in an advisory capacity only with no legal power to control the Sub‐account in any fashion. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.Grantor Initial

Acknowledgments. Subscriber hereby By signing this Ballot, the Beneficial Holder (or authorized signatory of such Beneficial Holder) acknowledges that Subscriberreceipt of the Plan, the Disclosure Statement, and the other applicable solicitation materials either alone through direct mail or together with Subscriber’s advisors (if any), has read, understands and agrees with and access to the following: website xxxxx://xxxxx.xxxxxxxxxx.xxx/ferrellgasballots, and certifies that (ai) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. it has the power and authority to vote to accept or reject the Plan, (bii) Subscriber acknowledges it was the Beneficial Holder (or is entitled to vote on behalf of such Beneficial Holder) of the Existing LP Units Interests described in Item 1 as of the Voting Record Date, (iii) it has not submitted any other Ballots for other Class 10 Existing LP Units Interests held in other accounts or other record names, or if it has submitted Ballots for other such Interests held in other accounts or other record names, then such Ballots indicate the same vote to accept or reject the Plan, and agrees that the Corporation may at any time sell shares of its capital stock at a price greater (iv) all authority conferred or less than the Per Share Subscription Price agreed to be conferred pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth nowBallot, and that no representation or warranty is made by the Corporation as to the “fair value” every obligation of the Shares undersigned hereunder, shall be binding on the transferees, successors, assigns, heirs, executors, administrators, trustees in bankruptcy, and legal representatives of the undersigned, and shall not be affected by, and shall survive, the death or incapacity of the interest in undersigned. The undersigned understands that an otherwise properly completed, executed, and timely returned Ballot failing to indicate either acceptance or rejection of the Corporation that they representPlan, either now or in indicating both acceptance and rejection of the future. Plan, will not be counted. Name of Signatory and Title Name of Institution (cif different than Holder) The Shares have not been registered under the Securities Act of 1933City, as amended State, Zip Code PLEASE EITHER COMPLETE, SIGN, AND DATE THIS BALLOT AND RETURN IT (the “Securities Act”WITH AN ORIGINAL SIGNATURE) PROMPTLY IN THE ENVELOPE PROVIDED OR OTHERWISE IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED BY YOUR VOTING NOMINEE IF THE SOLICITATION AGENT DOES NOT ACTUALLY RECEIVE (I) THE MASTER BALLOT SUBMITTED ON YOUR BEHALF WHICH REFLECTS YOUR VOTE OR (II) IF YOU HAVE A PRE-VALIDATED BALLOT, YOUR PRE-VALIDATED BALLOT ON OR BEFORE JANUARY 22, 2021, AT 5:00 P.M., (PREVAILING EASTERN TIME), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provideAND IF THE VOTING DEADLINE IS NOT EXTENDED), in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED YOUR VOTE TRANSMITTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER BALLOT MAY BE COUNTED TOWARD CONFIRMATION OF THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED PLAN ONLY IN THE ABSENCE DISCRETION OF SUCH REGISTRATION THE DEBTORS. IF YOU HAVE SPECIFIC QUESTIONS ABOUT COMPLETION OF YOUR BALLOT OR AN EXEMPTION THEREFROM UNDER PROCEDURES FOR VOTING ON THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWSDEBTORS’ PLAN, PLEASE CONTACT YOUR VOTING NOMINEE. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby  The provisions of this Joinder Agreement may be amended only as the Beneficiary and the Trustee may jointly agree, so long as any such amendment is consistent with The Georgia Community Trust of AADD Master Trust Agreement and applicable state and federal laws.  GCT of AADD is a Pooled Special Needs Trust, governed by the laws of Georgia in conformity with the provisions of 42 U.S.C. § 1396p, amended August 10, 1993 by the Omnibus Budget Reconciliation Act of 1993. To the extent there is conflict between the terms of this Joinder Agreement and the Master Trust Agreement, the latter shall control.  Taxes; Indemnification by Beneficiary o Each Beneficiary acknowledges that Subscriberthe Trustee, either alone the primary representative, or together with Subscriber’s advisors (the Beneficiary shall be responsible for completing, signing and mailing federal and/or state tax returns to report any income or assets of the Trust which is taxable to them. Each Beneficiary hereby indemnifies the Trust and the Trustees from all claims for tax liabilities of his or her Sub‐account. This provision shall not be waived if any)the Trust prepares and files returns. o The Beneficiary acknowledges that the contributions to their Special Needs Trust Sub‐ Account are not deductible as charitable gifts, or otherwise. o The Beneficiary acknowledges that Trustee has read, understands and agrees with and made no representations as to the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber gift or tax consequences of directing funds to their Special Needs Trust Sub‐Account, and has recommended that the Beneficiary seek independent legal advice. o The Beneficiary acknowledges that Special Needs Trust Sub‐Account investment income may be taxable to the Beneficiary subject to applicable exemptions and deductions. Professional tax advice is recommended.  Each Beneficiary acknowledges that the Trust is not licensed in the field of social services. Beneficiary’s acknowledge and agree that the Trustees may conclusively rely upon the Advisory Co‐Trustee to identify programs that may be of social, financial developmental, or other assistance to Beneficiaries. The Trustees, shall not in any event be liable to any Beneficiary or any other party for their acts as Trustee so long as the acts of the Trustee are within the scope of the O.C.G.A. § 30‐10‐8.  Each Beneficiary recognizes and acknowledges the uncertainty and changing nature of the laws, and regulations pertaining to government benefits and the Beneficiary agrees that neither the Trust nor the Trustees will not in any event be liable for any loss of benefits as long as the acts of the Trustee are within the scope of O.C.G.A. § 30‐10‐8.  Each Beneficiary acknowledges and agrees that the Corporation may at Trustee, their agents, employees, heirs, and legal and personal representatives, shall not in any time sell shares event be liable to the Beneficiary any other party so long as their acts are in good faith and within the scope of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this AgreementO.C.G.A. § 30‐10‐8. Subscriber  Each Beneficiary acknowledges and agrees that he/she has not been provided, nor is he/she relying upon, any representation of or any legal advice by The Georgia Community Trust of AADD or its settlor, AADD, Inc., in deciding to execute this Joinder Agreement.  Each Beneficiary further acknowledges and agrees: o that he/she is entering into this Joinder Agreement voluntarily, as his/her own free act and deed; o that he/she has had the Shares may ultimately prove opportunity to be worth significantly more or significantly less than Subscriber perceives them to be worth now, have The Georgia Community Trust of AADD Master Trust Agreement and the Joinder Agreement reviewed by his/her own attorney; o that no representation or warranty is made by the Corporation as he/ she has been provided a true and correct copy of The Georgia Community Trust of Agreement and Joinder Agreement prior to the “fair value” signing of this Joinder Agreement; o that he/she has reviewed and understands to his/her full satisfaction the legal, economic and tax effects of these instruments; o that AADD, Inc., or its designee may be a Remainder Recipient of a portion of the Shares or the interest in the Corporation that they represent, either now or in the future. (c) The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part Sub‐ account established hereby upon the representations made by Subscriber death of the Beneficiary as provided in this Joinder Agreement; o Advisory Co‐Trustees shall serve in an advisory capacity only with no legal power to control the Sub‐account in any fashion. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.Initial

Acknowledgments. Subscriber hereby acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands Employer and agrees with Houghton acknowledge and to the followingagree that: (aA) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS.By entering in this Separation Agreement, Houghton does not waive any rights or Claims that may arise after the date that Houghton executes and delivers this Separation Agreement to Employer; (bB) Subscriber acknowledges This Separation Agreement shall not affect the rights and agrees that the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” responsibilities of the Shares or the interest in the Corporation that they represent, either now or in the future. (c) The Shares have not been registered under the Securities Act of 1933, as amended Equal Employment Opportunity Commission (the “Securities ActEEOC”)) or similar federal or state agency to enforce ADEA or other laws, and further acknowledge and agree that this Separation Agreement shall not be used to justify interfering with Houghton’s protected right to file a charge or participate in an investigation or proceeding conducted by the EEOC or similar federal or state agency. Accordingly, nothing in this Separation Agreement shall preclude Houghton from filing a charge with, or participating in any manner in an investigation, hearing or proceeding conducted by, the EEOC or similar federal or state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws agency, but Houghton hereby waives any and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant all rights to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares recover under, or by virtue of, any such investigation, hearing or proceeding; (C) Notwithstanding anything set forth in this Separation Agreement to take action so as the contrary, nothing in this Separation Agreement shall affect or be used to permit sales pursuant tointerfere with Houghton’s protected right to test in any court, under the Older Workers’ Benefit Protection Act, or like statute or regulation, the Securities Act. Accordingly, Subscriber may dispose validity of the Shares only waiver of rights under ADEA set forth in certain transactions that are exempt this Separation Agreement; (D) Nothing in this Separation Agreement shall preclude Houghton from registration exercising Houghton’s rights, if any (i) under Section 601-608 of the Securities ActEmployee Retirement Income Security Act of 1974, including “private placements,” as amended, popularly known as COBRA, or (ii) Employer’s 401(k) plan; (E) On or before October 30, 2011, the Company shall pay the reasonable fees and expenses of Xxxxxxxxxx Xxxxxxx LLP, the counsel for Houghton, in which event the transferee will acquire “restricted securities” subject an amount not to the same limitations as exceed, in the hands aggregate, Two Thousand Dollars ($2,000); and (F) Effective as of Subscriber. AdditionallySeptember 30, applicable state securities laws may allow sales 2011, Houghton resigns as a member of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks Board of an investment in the Shares for an indefinite period Directors of timeEmployer. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby (a) The recitals to this Agreement are incorporated herein by this reference. Equityholder acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands and agrees with such recitals, and further agrees that the value of the consideration received by Seller and, through his holding of equity securities in Seller, Equityholder in connection with the Purchase Agreement is substantial and that preservation of the confidential and proprietary information, goodwill, know-how and customer relations relating to the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONSBusiness or the Purchased Assets is a material part of the consideration which Buyer is receiving under the Purchase Agreement. (b) Subscriber Equityholder further acknowledges and agrees that Equityholder (a) is familiar with and has carefully considered the covenants set forth above in this Agreement, (b) is fully aware of Equityholder’s obligations hereunder, (c) has been actively involved in the management of the Seller’s business, (d) is in possession of Confidential Information, (e) understands that one of the material inducements for Buyer to enter into the Purchase Agreement and pay the Consideration to the Seller is Equityholder’s agreement to enter into an agreement containing the covenants set forth in this Agreement, (f) understands that the goodwill and know-how associated with the Seller prior to the transaction contemplated by the Purchase Agreement is an integral, substantial and material component of the value of the Business to Buyer and is reflected in the value of the cash and other consideration being paid for the assets, properties, goodwill, rights and claims of, or related to, Seller’s business, (g) understands that Equityholder’s agreement to the terms set forth in this Agreement is necessary to preserve the value of Seller’s business and the Transferred Assets for Buyer following the transactions contemplated by the Purchase Agreement, (h) agrees to the reasonableness of the character, duration, geographic area and subject matter scope of the covenants set forth in this Agreement and that such covenants shall continue through the Restricted Term, (i) acknowledges and agrees that the Corporation may at any time sell shares Seller currently conducts the Restricted Business throughout the Restricted Territory, (j) agrees that the covenants set forth above in this Agreement are necessary to protect the Buyer’s Confidential Information, goodwill, know-how, stable workforce, and customer relations, and (k) understands that such covenants are separately bargained-for consideration and are material inducements to Buyer to enter into the Purchase Agreement. 66 (c) Equityholder agrees that the covenants set forth above in this Agreement do not confer a benefit upon Buyer disproportionate to the detriment of its capital stock at a price greater or less than Equityholder. Equityholder represents that the Per Share Subscription Price pursuant to execution of this Agreement, and the performance of Equityholder’s obligations under this Agreement, do not and will not conflict with, or result in a violation or breach of, any other contract of which Equityholder is a party or any order to which Equityholder is subject. Subscriber Equityholder represents that Equityholder is competent and has all necessary authority to execute this Agreement, and that Equityholder has entered into this Agreement freely and voluntarily and not under duress. (d) Equityholder has read and understands California Business and Professions Code Section 16600 et seq., regarding the enforceability of covenants not to compete. Equityholder acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” of the Shares or the interest in the Corporation that they represent, either now or in the future. (c) The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations covenants contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptionsare binding and enforceable against Equityholder in accordance with their terms. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby acknowledges The Companies’ and Xx Xxx acknowledge that Subscriberthe FWO may: Make this Undertaking (and any of the Attachments hereto) available for public inspection, either alone or together with Subscriber’s advisors including by posting it on the FWO internet site at xxx.xxxxxxxx.xxx.xx; Release a copy of this Undertaking (if anyand any of the Attachments hereto) pursuant to any relevant request under the Freedom of Information Xxx 0000 (Cth); Issue a media release in relation to this Undertaking; From time to time, has read, understands and agrees with and publicly refer to the following: Undertaking (aand any of the Attachments hereto) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISKand its terms; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber acknowledges and agrees that Rely upon the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is admissions made by the Corporation as Companies’ set out in clauses 9 and 11 above in respect of decision making concerning any future non-compliance with the Company’s workplace relations obligations; Consistent with the Note to section 715(4) of the FW Act, this Undertaking in no way derogates from the rights and remedies available to any other person arising from the conduct set out herein; Consistent with section 715(3) of the FW Act, the Companies and Xx Xxx may withdraw from or vary this Undertaking at any time, but only with the consent of the FWO; and If the Companies or Xx Xxx contravene any of the terms of this Undertaking: The FWO may apply to any of the Courts set out in section 715(6) of the FW Act, for orders under section 715(7) of the FW Act; and This Undertaking may be provided to the “fair value” Court as evidence of the Shares admissions made by the Companies in clauses 9 and 11 above, and also in respect of the question of costs. The PVW ACT made the following changes to the FW Act: Increased penalties for 'serious contraventions' of workplace laws Makes it clear that employers can't ask for 'cashback' from employees or prospective employees Increases penalties for breaches of record-keeping and pay slip obligations Employers who don't meet record-keeping or pay slip obligations and can’t give a reasonable excuse will need to disprove wage claims made in a court (this is also referred to as a reverse onus of proof) Strengthen the interest FWO’s powers to collect evidence in investigations Introduce new penalties for giving us false or misleading information, or hindering or obstructing our investigations. The above mentioned changes to the FW Act also mean that certain franchisors and holding companies can be held responsible if their franchisees or subsidiaries don’t follow workplace laws (if they knew or should have known and could have prevented it). Providing false or misleading information is a contravention of section 718A of the FW Act and is a civil remedy with a maximum penalty of $630,000 for a body corporate or $126,000 for an individual. Providing false or misleading information is also a criminal offense under section 137.1 and 137.2 of the Criminal Code Xxx 0000, which could result in imprisonment for up to 12 months. EXECUTED by POSnet Pty Ltd and ECNEsoft Pty Ltd in accordance with section 127(1) of the Corporations Xxx 0000: (Name of director) (Signature of director) (Date) in the Corporation presence of: in the presence of: (Signature of witness) (Signature of witness) (Name of witness) (Name of witness) EXECUTED by Mr Bum Xxx Xxx: Signature of Mr Bum Xxx Xxx (Date) in the presence of: (Signature of witness) (Name of witness) ACCEPTED by the FAIR WORK OMBUDSMAN pursuant to section 715(2) of the Fair Work Xxx 0000 on: Executive Director – Compliance & Enforcement Delegate for the FAIR WORK OMBUDSMAN (Date) in the presence of: (Signature of witness) (Name of Witness) Attachment A – Employees XXXXXXXXXXXXX (Employee A) XXXXXXXXXXXXX (Employee B) Attachment B – Rectification of Underpayments 07/01/2019 $3000 $13,356.67 25/01/2019 $3000 08/02/2019 $3000 22/02/2019 $3000 15/03/2019 $1,356.67 07/01/2019 $3000 $21,072.63 25/01/2019 $3000 08/02/2019 $3000 22/02/2019 $3000 15/03/2019 $3000 29/03/2019 $3000 12/04/2019 $3072.63 I, ___________________________________________ (Enter name and position in the organisation) have undertaken the following training courses: Difficult conversations in the workplace – manager course date completed: ______________ Hiring employees date completed: ______________ Managing employees date completed: ______________ Managing performance date completed: ______________ Diversity and discrimination date completed: ______________ Workplace flexibility date completed: ______________ Record-keeping and pay slips date completed: ______________ Welcome to xxxxxxxx.xxx.xx date completed: ______________ Finding information for your industry date completed: ______________ My account date completed: ______________ Introduction to the Pay and Conditions Tool date completed: ______________ PACT – Award classifications date completed: ______________ PACT – Pay summary date completed: ______________ PACT – Penalty rates date completed: ______________ PACT – Allowances date completed: ______________ PACT – Award Coverage date completed: ______________ Role of the Fair Work Ombudsman date completed: ______________ Contractors and employees – what’s the difference? date completed: ______________ Minimum wages Page Ref No. _______ date completed: ______________ Penalty rates & allowances Page Ref No. _______ date completed: ______________ Annual leave Page Ref No. _______ date completed: ______________ Sick & carer’s leave Page Ref No. _______ date completed: ______________ Notice & final pay Page Ref No. _______ date completed: ______________ Unfair dismissal Page Ref No. _______ date completed: ______________ Types of employees Page Ref No. _______ date completed: ______________ National Employment Standards Page Ref No. _______ date completed: ______________ Awards Page Ref No. _______ date completed: ______________ Date and signature: _________________________________ Attachment D – Letters of Apology Dear <Employee Name> I am writing to apologise on behalf of POSnet Pty Ltd for non-compliance with Commonwealth Workplace relations laws. A recent investigation conducted by the Office of the Fair Work Ombudsman (FWO) determined that they representPosnet Pty Ltd had contravened the Fair Work Xxx 0000 and National Minimum Wage Order 2016 by: Failing to inform employees in writing of their classification; Failing to pay the correct rate of pay; Failing to pay annual leave on termination; Failing to issue pay slips to its employees. Regrettably, either now or the investigation determined that you were affected by the above contraventions. POSnet Pty Ltd is taking steps to remedy the contraventions, including rectification of the underpayment to you in the sum of $13,356.67, which has already taken place. POSnet Pty Ltd have formally admitted to the FWO that POSnet Pty Ltd did not comply with its obligations under Commonwealth workplace relations laws and have entered into an Enforceable Undertaking with the FWO, a copy of which will be available from the FWO website at xxx.xxxxxxxx.xxx.xx. As part of the Enforceable Undertaking we have committed to a number of measures to ensure future compliance with Commonwealth workplace relations laws. POSnet Pty Ltd expresses its sincere regret and apologises to you for failing to comply with our lawful obligations. Should you have any questions, please contact [party to include contact details]. Yours sincerely Bum Xxx Xxx Dear <Employee Name> I am writing to apologise on behalf of ECNEsoft Pty Ltd for non-compliance with Commonwealth Workplace relations laws. A recent investigation conducted by the Office of the Fair Work Ombudsman (FWO) determined that ECNEsoft Pty Ltd had contravened the Fair Work Xxx 0000 and Clerks – Private Sector Award 2010 by: Failing to pay the correct rate of pay; Failing to pay overtime rates; Failing to pay afternoon shift rates; Failing to pay leave loading; Failing to make payment for absence on public holidays; Failing to issue pay slips to its employees; Failing to pay annual leave and leave loading on termination; and Failing to provide a Fair Work Information Statement to new employees. Regrettably, the investigation determined that you were affected by the above contraventions. ECNEsoft Pty Ltd is taking steps to remedy the contraventions including rectification of the underpayment to you in the sum of $21,072.63, which has already taken place. ECNEsoft Pty Ltd have formally admitted to the FWO that it did not comply with its obligations under Commonwealth workplace relations laws and have entered into an Enforceable Undertaking with the FWO, a copy of which will be available from the FWO website at xxx.xxxxxxxx.xxx.xx. As part of the Enforceable Undertaking we have committed to a number of measures to ensure future compliance with Commonwealth workplace relations laws. ECNEsoft Pty Ltd expresses its sincere regret and apologises to you for failing to comply with our lawful obligations. Should you have any questions, please contact [party to include contact details]. Yours sincerely Bum Xxx Xxx We refer to the investigation conducted by the Office of the Fair Work Ombudsman (FWO) into allegations that POSnet Pty Ltd contravened the Fair Work Xxx 0000 and National Minimum Wage Order 2016 by: Failing to inform employees in writing of their classification; Failing to pay the correct rate of pay; Failing to pay annual leave on termination; Failing to issue pay slips to its employees. POSnet Pty Ltd has formally admitted to FWO that these contraventions occurred and has entered into an Enforceable Undertaking with the FWO (available at xxx.xxxxxxxx.xxx.xx) committing to a number of measures to remedy the contraventions, including by rectifying the underpayments. POSnet Pty Ltd expresses its sincere regret and apologises for the conduct which resulted in the contraventions. Furthermore, POSnet Pty Ltd gives a commitment that such conduct will not occur again and that it will comply with all requirements of the Commonwealth workplace relations laws in the future. (c) The Shares . If you worked for POSnet Pty Ltd and have not been registered under queries or questions relating to your employment, please contact <insert details of internal contact>. Alternatively, anyone can contact the Securities Act of 1933, as amended (FWO via the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered website at xxx.xxxxxxxx.xxx.xx or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of timeInfoline on 13 13 94. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands Actavis and agrees with and to the followingVivus acknowledge as follows: (a) AN INVESTMENT ACTAVIS ACKNOWLEDGES THAT IT MAY HEREAFTER DISCOVER CLAIMS OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH IT NOW KNOWS OR BELIEVES TO EXIST WITH RESPECT TO ACTAVIS’ RELEASED CLAIMS, THE FACTS AND CIRCUMSTANCES ALLEGED IN THE SHARES INVOLVES ACTION AND/OR THE SUBJECT MATTER OF THIS AGREEMENT, WHICH, IF KNOWN OR SUSPECTED AT THE TIME OF EXECUTING THIS AGREEMENT, MAY HAVE MATERIALLY AFFECTED THIS AGREEMENT. NEVERTHELESS, UPON THE EFFECTIVENESS OF THE RELEASE OF ACTAVIS’ RELEASED CLAIMS AS SET FORTH IN SECTION 5 ABOVE, ACTAVIS HEREBY ACKNOWLEDGES THAT ACTAVIS’ RELEASED CLAIMS INCLUDE WAIVERS OF ANY RIGHTS, CLAIMS OR CAUSES OF ACTION THAT MIGHT ARISE AS A HIGH DEGREE RESULT OF RISK; SUCH DIFFERENT OR ADDITIONAL CLAIMS OR FACTS. ACTAVIS ACKNOWLEDGES THAT IT UNDERSTANDS THE CORPORATION SIGNIFICANCE AND POTENTIAL CONSEQUENCES OF SUCH A RELEASE OF UNKNOWN UNITED STATES JURISDICTION CLAIMS AND OF SUCH A SPECIFIC WAIVER OF RIGHTS. ACTAVIS INTENDS THAT THE CLAIMS RELEASED BY IT UNDER THIS RELEASE BE CONSTRUED AS BROADLY AS POSSIBLE TO THE EXTENT THEY RELATE TO UNITED STATES JURISDICTION CLAIMS. ACTAVIS IS AWARE OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her, must have materially affected his or her settlement with the debtor.” ACTAVIS AGREES TO EXPRESSLY WAIVE ANY RIGHTS IT MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES HAVE UNDER THIS CODE SECTION OR MEET ITS EXPENSES UNDER FEDERAL, STATE OR COMMON LAW STATUTES OR JUDICIAL DECISIONS OF A SIMILAR NATURE, AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED KNOWINGLY AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONSVOLUNTARILY WAIVES SUCH UNKNOWN CLAIMS. (b) Subscriber acknowledges and agrees that VIVUS ACKNOWLEDGES THAT IT MAY HEREAFTER DISCOVER CLAIMS OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH IT NOW KNOWS OR BELIEVES TO EXIST WITH RESPECT TO VIVUS’ RELEASED CLAIMS, THE FACTS AND CIRCUMSTANCES ALLEGED IN THE ACTION AND/OR THE SUBJECT MATTER OF THIS AGREEMENT, WHICH, IF KNOWN OR SUSPECTED AT THE TIME OF EXECUTING THIS AGREEMENT, MAY HAVE MATERIALLY AFFECTED THIS AGREEMENT. NEVERTHELESS, UPON THE EFFECTIVENESS OF THE RELEASE OF VIVUS’ RELEASED CLAIMS AS SET FORTH IN SECTION 5 ABOVE, VIVUS HEREBY ACKNOWLEDGES THAT VIVUS’ RELEASED CLAIMS INCLUDE WAIVERS OF ANY RIGHTS, CLAIMS OR CAUSES OF ACTION THAT MIGHT ARISE AS A RESULT OF SUCH DIFFERENT OR ADDITIONAL CLAIMS OR FACTS. VIVUS ACKNOWLEDGES THAT IT UNDERSTANDS THE SIGNIFICANCE AND POTENTIAL CONSEQUENCES OF SUCH A RELEASE OF UNKNOWN UNITED STATES JURISDICTION CLAIMS AND OF SUCH A SPECIFIC WAIVER OF RIGHTS. VIVUS “A general release does not extend to claims which the Corporation may creditor does not know or suspect to exist in his or her favor at any the time sell shares of its capital stock at a price greater or less than executing the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” of the Shares or the interest in the Corporation that they represent, either now or in the future. (c) The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legendrelease, which shall be in addition to any other legends required if known by law him or contract: THE SHARES REPRESENTED BY her, must have materially affected his or her settlement with the debtor.” VIVUS AGREES TO EXPRESSLY WAIVE ANY RIGHTS IT MAY HAVE UNDER THIS CERTIFICATE HAVE NOT BEEN REGISTERED CODE SECTION OR UNDER THE SECURITIES ACT FEDERAL, STATE OR COMMON LAW STATUTES OR JUDICIAL DECISIONS OF 1933 OR ANY STATE SECURITIES LAWS A SIMILAR NATURE, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF KNOWINGLY AND VOLUNTARILY WAIVES SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWSUNKNOWN CLAIMS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands and agrees with and to the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONSBy executing this Eighth Amendment, each of the Wynn Amendment Parties (other than Xxxx Resorts Holdings and Completion Guarantor) (a) consents to the Eighth Amendment Documents and the issuance by the Borrower and Capital Corp. of any and all Additional First Lien Mortgage Notes, (b) acknowledges that notwithstanding the execution and delivery of the Eighth Amendment Documents, or any prior amendments to the Loan Documents, and the issuance by the Borrower and Capital Corp. of any and all Additional First Lien Mortgage Notes, the obligations of each of the Wynn Amendment Parties under the Guarantee are not impaired or affected (except as provided for in the Eighth Amendment Documents) and the Guarantee continues in full force and effect and shall apply to the Obligations as amended by the Eighth Amendment Documents and (c) affirms and ratifies the Guarantee. By executing this Eighth Amendment, the Borrower and each of the Wynn Amendment Parties (other than Completion Guarantor) (x) consents to the Eighth Amendment Documents and the issuance by the Borrower and Capital Corp. of any and all Additional First Lien Mortgage Notes, (y) acknowledges that notwithstanding the execution and delivery of the Eighth Amendment Documents, or any prior amendments to the Loan Documents, and the issuance by the Borrower and Capital Corp. of any and all Additional First Lien Mortgage Notes, the obligations of the Borrower and each of the Wynn Amendment Parties under the Security Documents to which it is a party (other than the Guarantee) are not impaired or affected (except as provided for in the Eighth Amendment Documents) and the Security Documents continue in full force and effect and shall secure the Obligations as amended by the Eighth Amendment Documents and (z) affirms and ratifies such Security Documents. (b) Subscriber acknowledges and agrees that For the Corporation may at any time sell shares avoidance of its capital stock at a price greater doubt, by executing or less than the Per Share Subscription Price pursuant consenting to this Agreement. Subscriber acknowledges Eighth Amendment, each of the Consenting Lenders hereby ratifies and agrees that approves all prior amendments to the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth nowCredit Agreement and the other Loan Documents (including, without limitation, the Seventh Amendment) and that no representation or warranty is made all other documents and instruments entered into by the Corporation as to Administrative Agent or Collateral Agent in connection with the “fair value” issuance of the Shares or the interest in the Corporation that they represent, either now or in the future. (c) The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws Additional 2020 Notes and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of timeAdditional First Lien Mortgage Notes. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby The Investor agrees and acknowledges that Subscriber, either alone that: (A) no federal or together with Subscriber’s advisors (if any), state agency has read, understands and agrees with and to the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber acknowledges and agrees that the Corporation may at made any time sell shares of its capital stock at a price greater finding or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation determination as to the “fair value” fairness of the offering of the Shares for investment, or any recommendation or endorsement of the interest in Shares; (B) the Corporation that they represent, either now or in the future. (c) The Shares have not been registered under the Securities Act of 19331933 (the "Act") or the securities acts of any state and, as amended (a result, the “Securities Act”), or any state securities laws by reason Investor must bear the economic risk of specific exemptions the investment indefinitely because the Shares may not be sold unless subsequently registered under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules securities laws of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act any appropriate states or an exemption from such registration if is available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions and that are exempt from such registration under the Securities Act, including “private placements,” in which event Act and the transferee will acquire “restricted securities” subject to the same limitations as securities laws of any such states is unlikely at any time in the hands of Subscriber. Additionallyfuture; (C) the Company does not have any present intention and is under no obligation to register the Shares, whether upon initial issuance or upon any transfer thereof under the Act and applicable state securities laws laws, and Rule 144 may allow sales of not be available as a basis for exemption from registration; and (D) unless and until registered under the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequenceAct, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) all certificates evidencing the Shares Shares, whether upon initial issuance or upon any transfer thereof, will bear the following a legend, which shall be in addition to any other legends required by law prominently stamped or contractprinted thereon, reading substantially as follows: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. SUCH SECURITIES MAY NOT BE SOLD SOLD, PLEDGED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH REGISTRATION OR AN EXEMPTION THEREFROM SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF 1933 THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing."

Acknowledgments. Subscriber hereby acknowledges The Purchaser is aware that: 3.1 The Purchaser recognizes that Subscriberinvestment in MMTS involves certain risks, either alone or together with Subscriber’s advisors (if any)including the potential loss by the Purchaser of interest on his investment herein, and the Purchaser has read, taken full cognizance of and understands and agrees with and all of the risk factors related to the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONSpurchase of the securities. The Purchaser recognizes that the information set forth in this Subscription Agreement does not purport to contain all the information that would be contained in a registration statement under the Securities Act. (b) Subscriber acknowledges and agrees that 3.2 No federal or state agency has passed upon the Corporation may at securities or made any time sell shares of its capital stock at a price greater finding or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation determination as to the “fair value” fairness of the Shares or the interest in the Corporation that they represent, either now or in the futurethis transaction. (c) 3.3 The Shares securities and any component thereof have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws by reason of specific exemptions under from the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose registration requirements of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and such laws, and may not be sold, pledged, assigned or otherwise disposed of in the rules absence of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement for the securities and any component thereof under the Securities Act or unless an exemption from such registration if is available. 3.4 There currently is a very limited market for MMTS's securities. The Corporation has There can be no obligation or intention to register any of assurances that a market for MMTS's securities will be sustained in the Shares under, or to take action so as to permit sales pursuant tofuture. Consequently, the Securities Act. Accordingly, Subscriber Purchaser may dispose of never be able to liquidate the Shares only in certain transactions that are exempt from registration under Purchaser's investment and the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws Purchaser may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks risk of an the Purchaser's investment in the Shares for an indefinite period of time. (e) 3.5 The certificate(s) evidencing certificates for the Shares Notes will bear the following legend, which shall be in addition legend to any other legends required by law or contractthe effect that: THE SHARES REPRESENTED BY NOTE AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS CERTIFICATE NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY APPLICABLE STATE SECURITIES LAWS LAWS, AND MAY NOT BE SOLD TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, OFFERED OR TRANSFERRED IN THE ABSENCE OTHERWISE DISPOSED OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNLESS THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWSLAWS OR UNLESS EXEMPTION FROM REGISTRATION IS AVAILABLE. (f) Neither 3.6 MMTS may refuse to register any transfer of the Corporation nor any person acting on its behalf has offered or sold securities not made in accordance with the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailingSecurities Act and the rules and regulations promulgated thereunder.

Acknowledgments. Subscriber hereby The Investor agrees and acknowledges that Subscriber, either alone that: (A) no federal or together with Subscriber’s advisors (if any), state agency has read, understands and agrees with and to the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber acknowledges and agrees that the Corporation may at made any time sell shares of its capital stock at a price greater finding or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation determination as to the “fair value” fairness of the offering of the Shares for investment, or any recommendation or endorsement of the interest in Shares; (B) the Corporation that they represent, either now or in the future. (c) The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), ) or the securities acts of any state securities laws by reason and, as a result, the Investor must bear the economic risk of specific exemptions the investment indefinitely because the Shares may not be sold unless subsequently registered under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules securities laws of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act any appropriate states or an exemption from such registration if is available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions and that are exempt from such registration under the Securities Act, including “private placements,” in which event Act and the transferee will acquire “restricted securities” subject to the same limitations as securities laws of any such states is unlikely at any time in the hands of Subscriber. Additionallyfuture; (C) the Company does not have any present intention and is under no obligation to register the Shares, whether upon initial issuance or upon any transfer thereof under the Act and applicable state securities laws laws, and Rule 144 and/or Rule 145 may allow sales of not be available as a basis for exemption from registration; and (D) unless and until registered under the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequenceAct, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) all certificates evidencing the Shares Shares, whether upon initial issuance or upon any transfer thereof, will bear the following a legend, which shall be in addition to any other legends required by law prominently stamped or contractprinted thereon, reading substantially as follows: “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND LAWS. SUCH SECURITIES MAY NOT BE SOLD SOLD, PLEDGED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (A) WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH REGISTRATION OR AN EXEMPTION THEREFROM SECURITIES UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS BASED ON AN OPINION OF COUNSEL SATISFACTORY TO DATA STORAGE CORPORATION (THE “COMPANY”) THAT SUCH REGISTRATION IS NOT REQUIRED (AND THE CERTIFICATE HOLDER SHALL BEAR THE COMPANY’S REASONABLE COSTS IN CONNECTION WITH THE ISSUANCE OF ANY SUCH OPINION); PROVIDED, HOWEVER, THAT IN THE CASE OF (B), THE SECURITIES MAY NOT BE SOLD FOR A ONE (1) YEAR PERIOD FOLLOWING DATE OF ISSUANCE. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.”

Acknowledgments. Subscriber hereby The Assignee acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands and agrees with and to the following:following as of the date of this Agreement. (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONSNo employee or representative of the Assignor has been authorized to make any statements or representations other than those specifically contained in Section 4 of this Agreement. Without limiting the generality of the foregoing, the Assignee acknowledges that the Assignor has not made any representation or warranty as to the status of the Loan or Collateral. (b) Subscriber acknowledges The Loan and agrees that the Corporation Collateral may at any time sell shares of its capital stock at a price greater have limited or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” of the Shares or the interest in the Corporation that they represent, either now or in the futureliquidity. (c) The Shares have not been registered In order to exercise any of its rights acquired under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained , the Assignee must comply in this Agreement for the purpose all material respects with all applicable laws and regulations, including, without limitation, all insurance laws and regulations and all other laws and regulations of determining whether this transaction meets the requirements for such exemptionsall applicable government bodies. (d) Millers is in default of the Loan Agreement for, among other reasons, failure to pay interest in the amount of $73,528.12 when due on September 1, 2002. (i) The Shares are “restricted securities” under applicable federal securities laws Assignor currently may have, and later may come into possession of, information with respect to the Transferred Rights, Millers, any Obligor or any of their Affiliates that is not known to the Assignee and that may be material to a decision to acquire the Transferred rights and assume the Assumed Obligations ("Assignee Excluded Information"), (ii) the Assignee has determined to purchase the Transferred Rights and assume the Assumed Obligations notwithstanding its lack of knowledge of the Assignee Excluded Information, and (iii) the Assignor shall have no liability to the Assignee, and the Securities Act Assignee waives and releases any claims that it might have against the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act Assignor or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares underAssignor's Affiliates, whether under applicable securities laws or otherwise, with respect to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose nondisclosure of the Shares only Assignee Excluded Information in certain connection with the transactions contemplated hereby; provided, however, that are exempt from registration under the Securities Act, including “private placements,” in which event Assignee Excluded Information shall not and does not affect the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales truth or accuracy of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment Assignor's representations and warranties in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWSthis Agreement. (f) Neither The Assignee has received copies of the Corporation nor Loan Documents and, without any person acting on its behalf has offered way limiting the representations and warranties of the Assignor contained in this Agreement, the Assignee is assuming all risk with respect to the accuracy or sold sufficiency of such documents and information. (g) The Assignor's sale of the Shares Transferred Rights to Subscriber by any form the Assignee, and the Assignee's assumption of general solicitationthe Assumed Obligations, general or public media advertising or mass mailingare irrevocable.

Acknowledgments. Subscriber hereby acknowledges that SubscriberBy executing this Fifth Amendment, either alone or together with Subscriber’s advisors each of the Wynn Amendment Parties (if any), has read, understands other than Wynn Resorts Holdings and agrees with and to the following: Completion Guarantor) (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. consents to the Fifth Amendment Documents and the issuance by the Borrower and Capital Corp. of the Senior Secured Notes, (b) Subscriber acknowledges that notwithstanding the execution and agrees that delivery of the Corporation may at Fifth Amendment Documents, or any time sell shares of its capital stock at a price greater or less than prior amendments to the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth nowLoan Documents, and that no representation or warranty is made the issuance by the Corporation Borrower and Capital Corp. of the Senior Secured Notes, the obligations of each of the Wynn Amendment Parties under the Guarantee are not impaired or affected (except as provided for in the Fifth Amendment Documents) and the Guarantee continues in full force and effect and shall apply to the “fair value” of Obligations as amended by the Shares or the interest in the Corporation that they represent, either now or in the future. Fifth Amendment Documents and (c) The Shares have not been registered under affirms and ratifies the Securities Act Guarantee. By executing this Fifth Amendment, the Borrower and each of 1933the Wynn Amendment Parties (other than Completion Guarantor) (a) consents to the Fifth Amendment Documents and the issuance by the Borrower and Capital Corp. of the Senior Secured Notes, as amended (b) acknowledges that notwithstanding the “Securities Act”)execution and delivery of the Fifth Amendment Documents, or any state securities laws prior amendments to the Loan Documents, and the issuance by reason the Borrower and Capital Corp. of specific exemptions the Senior Secured Notes, the obligations of the Borrower and each of the Wynn Amendment Parties under the provisions thereof Security Documents to which depend it is a party (other than the Guarantee) are not impaired or affected (except as provided for in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (dFifth Amendment Documents) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act Security Documents continue in full force and effect and shall secure the Obligations as amended by the Fifth Amendment Documents and (c) affirms and ratifies such Security Documents. By executing this Fifth Amendment, Completion Guarantor (a) consents to the Fifth Amendment Documents and the rules issuance by the Borrower and Capital Corp. of the Securities Senior Secured Notes, (b) acknowledges that notwithstanding the execution and Exchange Commission provide, in substance, that Subscriber may only dispose delivery of the Shares pursuant Fifth Amendment Documents, or any prior amendments to an effective registration statement the Loan Documents, and the issuance by the Borrower and Capital Corp. of the Senior Secured Notes, the obligations of Completion Guarantor under the Securities Act Completion Guaranty are not impaired or an exemption from such registration if available. The Corporation has no obligation or intention to register any of affected (except as provided for in the Shares under, or to take action so as to permit sales pursuant to, Fifth Amendment Documents) and the Securities Act. Accordingly, Subscriber may dispose of the Shares only Completion Guaranty continues in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject full force and effect and shall apply to the same limitations Obligations as in amended by the hands of Subscriber. Additionally, applicable state securities laws may allow sales of Fifth Amendment Documents and (c) affirms and ratifies the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of timeCompletion Guaranty. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. The Subscriber hereby acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands and agrees with and to the followingthat: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS.pursuant to the laws of British Columbia, the Subscriber will be required to hold the Shares, and any shares acquired through the exercise of the Warrants, for a period of 12 months from the date this Agreement has been executed by the Issuer and the Subscriber has irrevocably committed the subscription funds to acquire the Units, except as permitted by the Securities Act (British Columbia) and the Securities Rules (British Columbia) and that the certificates representing the Shares and the Warrants, and any shares of the Issuer acquired upon exercise of the Warrants, will contain a legend to that effect; (b) Subscriber acknowledges and agrees that the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” resale of the Shares and any shares acquired through exercise of the Warrants will be restricted beyond the time set out in paragraph 5.2 (a) if: (i) the Subscriber, is an insider of the Issuer, other than a director or officer, and has not filed all records required to be filed under sections 87 (insider reports) and 90 (Form 4B personal information form) of the Securities Act (British Columbia); or (ii) the Subscriber is a director or officer of the Issuer and has not filed all records required to be filed under sections 87 and 90 of the Securities Act (British Columbia) or the interest Issuer has not filed all records required to be filed under Part 12 (continuous disclosure) of the Securities Act (British Columbia) and the Securities Rules (British Columbia); or (iii) the Subscriber is, or subsequently becomes, a control person within the meaning of the Securities Act (British Columbia); or (iv) an unusual effort is made to prepare the market or create a demand for the securities; or (v) an extraordinary commission or consideration is paid in respect of the Corporation that they represent, either now or trade; or (vi) required by the laws of the jurisdiction in which the future.Subscriber resides; (c) The Shares have the Subscriber has obtained all the necessary information concerning the Issuer that he requires and that he does not been registered under require any additional information about the Securities Act of 1933Issuer, as amended (its shares or the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions.proposed private placement; (d) The an investment in the Securities is highly speculative and could result in a total loss of his investment and that he has a net worth sufficient to permit him to afford a. total loss of his investment without substantially affecting his present business affairs; (e) the Warrants are non-transferable; (f) this subscription for Units is irrevocable; (g) the Issuer will rely on the representations and warranties of the Subscriber in completing the sale of the Units to the Subscriber; (h) the Issuer has not provided the Subscriber with investment, legal or tax advice or acted as an adviser with respect to this subscription and the Subscriber is relying solely on his or her own professional advisers, if any, for any necessary advice; (i) the Subscriber has had an opportunity to ask questions and receive answers concerning the Issuer and its proposed business. and that any request for such information has been complied with to the Subscriber's satisfaction; (j) the Shares and any shares acquired through the exercise of the Warrants have not and will not be registered under the United States Securities Act of 1933 or the securities laws of any state and may not be offered or sold or re-offered or resold, directly or indirectly, in the United States or to or for the account or benefit of a U.S. Person without registration under the United States Securities Act of 1993 and the securities laws of all applicable states unless an exemption from registration is available; and (k) neither the Shares or any shares acquired through the exercise of the Warrants may be transferred to or exercised in the United States or by or on behalf of a U.S. Person, unless such Shares and Warrant Shares are “restricted securities” registered under the United States Securities Act of 1933 and applicable federal state securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or unless an exemption from such registration if is available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time.; (el) The certificate(s) evidencing a finder's fee is payable in cash by the Shares will bear the following legend, which shall be Issuer in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWSconnection with this Private Placement. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands and agrees with and to the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber Affiliate acknowledges and agrees that that: 5.1.1 RCI has the Corporation may right to accept or reject any Enrollment Application submitted to it; 5.1.2 it will offer the RCI Exchange Program only to Purchasers purchasing Timeshare Interests in the Resort(s) identified in Recital B; 5.1.3 it will not offer the RCI Exchange Program to Purchasers of Timeshare Interests at any other resort without entering into a separate Resort Affiliation Agreement for such resort or adding such resort to this Agreement by Addendum; 5.1.4 RCI memberships are available to natural persons, and if a Timeshare Interest is purchased by a corporation, partnership, or other business entity, RCI membership must be in the name of the natural person authorized by such entity to utilize the purchased Timeshare Interest; 5.1.5 through the RCI Exchange Program, RCI has the right to confirm any individuals into Units at the Resort which have been deposited with RCI provided, however, such Exchange Guests comply with the rules and regulations of the Resort; 5.1.6 the RCI Terms and Conditions, including but not limited to the services and benefits provided by RCI to RCI Members, exchange privileges, the practices, procedures and priorities for effecting exchanges and the fees payable by RCI Members, govern the relationship between RCI and RCI Members, and may be changed by RCI from time sell shares to time in its discretion; 5.1.7 the use of RCI Guest Certificate is personal to RCI Members and no commercial use of RCI Guest Certificates may be made by Purchasers, or Affiliate, or any of its capital stock at a price greater officers, directors, employees, sales representatives, brokers or less than agents; 5.1.8 RCI has the Per Share Subscription Price pursuant right to this Agreement. Subscriber acknowledges inspect the Resort and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as sales records of Affiliate with respect to the “fair value” Resort upon reasonable notice and during regular business hours; 5.1.9 it may not assign or sublicense any or all of it rights under this Agreement to any person without RCI's prior written approval and any such attempted assignment or sublicense shall be null and void; 5.1.10 RCI may assign its rights and duties under this Agreement or any Enrollment Application or agreement with an RCI Member in which case this Agreement shall remain in full force and effect; and 5.1.11 except for sales in the Shares or ordinary course of business to Purchasers for use other than a commercial use, it will not transfer during the initial five (5) year term of this Agreement any interest in the Corporation that they represent, either now or Resort unless the transferee agrees to be bound by the terms and conditions of this Agreement in the futuresame manner as the Affiliate hereunder. (c) The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands and agrees with and to the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber acknowledges and agrees that the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” of the Shares or the interest in the Corporation that they represent, either now or in the future. (c) The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) or direct registration program statement evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber (Forming a part of the terms and conditions of the transaction) (A) The undersigned hereby understands, acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands and agrees with and to the followingthat: (i) the undersigned has received a copy of and has reviewed the Merger Agreement permitting the cancellation of each of its NSC Shares in exchange for the right to receive the consideration set forth on the Allocation Schedule, as may be updated from time to time by the Stockholders’ Representative in accordance with the Merger Agreement, and has received related materials provided with this Letter of Transmittal; including, but not limited to the notification required pursuant to section 262 of the DGCL that appraisal rights are available, which notice outlines the appraisal rights to which the undersigned may be entitled, together with a copy of section 262 of the DGCL; (ii) neither Parent, Merger Sub, the Company, nor the Surviving Corporation shall have any liability whatsoever with respect to the allocation of proceeds among the Former Stakeholders resulting from any payments made to such Former Stakeholders pursuant to the Allocation Schedule; (iii) the Stockholders’ Representative shall have reasonable discretion in interpreting the Merger Agreement and, absent manifest error or willful misconduct, such determination is binding on the undersigned; (iv) ARTICLE VIII of the Merger Agreement provides that the Former Stakeholders, including the undersigned, have certain indemnification obligations to the Parent Indemnified Persons; (v) escrow accounts have been established in order to secure and to serve as a fund in respect of the payment of: (1) any adjustment to the Final Closing Statement calculated in accordance with Section 1.14 of the Merger Agreement payable to Parent; (2) any Earnout Consideration calculated in accordance with Section 1.15 of the Merger Agreement; and (3) certain indemnification obligations owed to any Parent Indemnified Persons pursuant to ARTICLE VIII of the Merger Agreement; (vi) (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. the undersigned’s surrender of the Certificate(s) and NSC Shares is not made in acceptable form until receipt by the Parent of this Letter of Transmittal, duly completed and manually signed, together with the Certificate(s) and all accompanying evidences of authority, (b) Subscriber acknowledges and agrees that the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation all questions as to the “fair value” validity, form and eligibility of any surrender of the Certificate(s) and NSC Shares or the interest will be determined in the Corporation that they representreasonable discretion of the Parent, either now or in the future. (c) The Shares have not been registered under the Securities Act of 1933Parent reserves the right to reject incomplete or irregular presentations, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. and (d) The the undersigned will, upon reasonable request, execute and deliver any additional documents deemed by the Parent, the Company or the Stockholders’ Representative, in its reasonable discretion, to be necessary in connection with the surrender of the Certificate(s) and NSC Shares; (vii) unless and until the undersigned surrenders the Certificate(s) and NSC Shares are “restricted securities” under applicable federal securities laws in accordance with the terms of this Letter of Transmittal and the Securities Act Merger Agreement, the undersigned shall not be entitled to receive its portion of the Share Consideration; when the undersigned shall be entitled to receive any such payment it shall be paid by check or wire transfer (as applicable at the address) or to the account, as the case may be, of the undersigned indicated hereto; (viii) any payments payable to the Former Stakeholders pursuant to the terms of the Merger Agreement, and/or Escrow Agreement are conditioned upon the consummation of the Merger; (ix) any amounts required to be paid to the undersigned pursuant to the Merger Agreement and/or Escrow Agreement, shall be paid in accordance with the terms of such agreements, as applicable (including with respect to timing, manner of payment and exchange in accordance with Section 1.7 of the Merger Agreement, as applicable); (x) by execution and delivery of this Letter of Transmittal, all agreements (other than the Merger Agreement, Escrow Agreement and this Letter of Transmittal) by and between the undersigned and the rules Company relating in any manner to the undersigned’s equity interests in the Company (including, without limitation, to the extent that the undersigned is a party thereto, the Stockholders’ Agreement), shall be terminated effective as of the Securities Effective Time and Exchange Commission provideshall thereafter be of no further force or effect; (xi) all authority conferred or agreed to be conferred in this Letter of Transmittal shall not be affected by, in substanceand shall survive, that Subscriber may only dispose the death or incapacity of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no undersigned and any obligation or intention to register any of the Shares underundersigned shall be binding upon his, her or to take action so as to permit sales pursuant toits successors, assigns, heirs, executors, administrators and legal representatives; (xii) in the event of any inconsistency between the terms of this Agreement and the Merger Agreement, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time.Merger Agreement shall control; and (exiii) The certificate(s) evidencing the Shares will bear the following legendlanguage of all parts of this Letter of Transmittal shall in all cases be construed as a whole, which according to its fair meaning, and shall not be in addition to construed strictly for or against any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWSparticular person. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands and agrees with and to the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONSADG hereby acknowledges and agrees that (i) the Assets do not include all of the equipment, materials or personnel necessary to conduct the Business as a stand-alone entity, (ii) neither PriceSmart nor its successors have any rights, express or implied, to operate the Business in Price Club or Costco Wholesale membership warehouse clubs, to link to PriceCostco's Internet web site or to use any trademarks or service marks of Price/Costco, Inc. or its affiliates, at any time after October 31, 1999, (iii) PriceSmart makes no representation or warranty, express or implied, regarding its rights to operate the Business in Price Club or Costco Wholesale membership warehouse clubs or to link to PriceCostco's Internet web site prior to the Delivery Date, (iv) PriceSmart makes no representation or warranty, express or implied, that the actual operating results of the Business prior to the Delivery Date will meet or exceed the projected results set forth in the Annual Budget or that any level of Net Profits will actually be earned by the Business, and (v) ADG shall have no rights to own or use any trademarks, service marks, trade names, domain names, brand names or trade dress of PriceSmart or its affiliates or Price/Costco, Inc. or its affiliates, including without limitation, PriceSmart, PriceCostco, Price Club and Costco Wholesale. (b) Subscriber acknowledges PriceSmart hereby represents and agrees that warrants that: (i) PriceSmart has remitted all payments owed to Price/Costco, Inc. in connection with the Corporation may at any time sell shares Business prior to the date of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that , (ii) as of the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth nowdate hereof, Price/Costco, Inc. has not notified PriceSmart of any breach of the Costco Agreement, and that no representation or warranty is made by the Corporation (iii) as to the “fair value” of the Shares date hereof, Price/Costco, Inc. does not have any right, title or the interest in the Corporation that they representinterest, either now including any lien or in the future. (c) The Shares have not been registered under the Securities Act of 1933encumbrance, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register on any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of timeAssets. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby (a) The recitals to this Agreement are incorporated herein by this reference. Equityholder acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands and agrees with such recitals, and further agrees that the value of the consideration received by Seller and, through his holding of equity securities in Seller, Equityholder in connection with the Purchase Agreement is substantial and that preservation of the confidential and proprietary information, goodwill, know-how and customer relations relating to the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONSBusiness or the Purchased Assets is a material part of the consideration which Buyer is receiving under the Purchase Agreement. (b) Subscriber Equityholder further acknowledges and agrees that Equityholder (a) is familiar with and has carefully considered the covenants set forth above in this Agreement, (b) is fully aware of Equityholder’s obligations hereunder, (c) has been actively involved in the management of the Seller’s business, (d) is in possession of Confidential Information, (e) understands that one of the material inducements for Buyer to enter into the Purchase Agreement and pay the Consideration to the Seller is Equityholder’s agreement to enter into an agreement containing the covenants set forth in this Agreement, (f) understands that the goodwill and know-how associated with the Seller prior to the transaction contemplated by the Purchase Agreement is an integral, substantial and material component of the value of the Business to Buyer and is reflected in the value of the cash and other consideration being paid for the assets, properties, goodwill, rights and claims of, or related to, Seller’s business, (g) understands that Equityholder’s agreement to the terms set forth in this Agreement is necessary to preserve the value of Seller’s business and the Transferred Assets for Buyer following the transactions contemplated by the Purchase Agreement, (h) agrees to the reasonableness of the character, duration, geographic area and subject matter scope of the covenants set forth in this Agreement and that such covenants shall continue through the Restricted Term, (i) acknowledges and agrees that the Corporation may at any time sell shares Seller currently conducts the Restricted Business throughout the Restricted Territory, (j) agrees that the covenants set forth above in this Agreement are necessary to protect the Buyer’s Confidential Information, goodwill, know-how, stable workforce, and customer relations, and (k) understands that such covenants are separately bargained-for consideration and are material inducements to Buyer to enter into the Purchase Agreement. (c) Equityholder agrees that the covenants set forth above in this Agreement do not confer a benefit upon Buyer disproportionate to the detriment of its capital stock at a price greater or less than Equityholder. Equityholder represents that the Per Share Subscription Price pursuant to execution of this Agreement, and the performance of Equityholder’s obligations under this Agreement, do not and will not conflict with, or result in a violation or breach of, any other contract of which Equityholder is a party or any order to which Equityholder is subject. Subscriber Equityholder represents that Equityholder is competent and has all necessary authority to execute this Agreement, and that Equityholder has entered into this Agreement freely and voluntarily and not under duress. (d) Equityholder has read and understands California Business and Professions Code Section 16600 et seq., regarding the enforceability of covenants not to compete. Equityholder acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” of the Shares or the interest in the Corporation that they represent, either now or in the future. (c) The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations covenants contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptionsare binding and enforceable against Equityholder in accordance with their terms. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber Developer and the Principal Owners hereby acknowledges that Subscriberrepresent, either alone or together with Subscriber’s advisors (if any)warrant, has read, understands covenant and agrees with and acknowledge to the followingFranchisor that: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber acknowledges A. Developer has read this Agreement and agrees that Franchisor's Uniform Franchise Offering Circular, including the Corporation may at any time sell shares copy of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth nowcurrent form of Franchise Agreement contained therein, and that no representation or warranty is made by he understands and accepts the Corporation as to the “fair value” of the Shares or the interest in the Corporation that they representterms, either now or in the future. (c) The Shares have not been registered under the Securities Act of 1933conditions, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations and covenants contained in this Agreement as being reasonably necessary to maintain Franchisor's standards for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws System and the Securities Act uniformity of those standards at all Stores in order to protect and preserve the goodwill of the Proprietary Marks; B. Neither Developer nor any Principal Owner had any part in the creation or development of the System or the Proprietary Marks provided by Franchisor; C. Franchisor has made no representations or promises to or with Developer or a Principal Owner which are not contained in this Agreement; D. Developer has conducted an independent investigation of the business venture contemplated by this Agreement and understands that the nature of the business conducted by Stores may evolve and change over time, that this business venture involves substantial financial risks and that the success of this venture largely depends upon the abilities and efforts of Developer; E. DEVELOPER HAS NOT RELIED UPON, NOR HAS FRANCHISOR MADE, ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESSED OR IMPLIED, AS TO THE ACTUAL OR POTENTIAL VOLUME, PROFITS OR EARNINGS OF THE BUSINESS VENTURE CONTEMPLATED HEREIN; F. Developer has the full right and authority to enter into this Agreement without joinder of any other person; G. All information and materials provided to Franchisor by Developer and the rules Principal Owners, individually or collectively, are true and correct and complete to the best of their knowledge, information and belief; H. Developer has received, read and understood this Agreement, the Exhibits hereto, and all agreements relating hereto, if any, and Franchisor has accorded Developer ample time and opportunity to consult with advisors of Developer's own choosing about the potential benefits and risks of entering into this Agreement; and I. Franchisor's obligations and Developer's rights pursuant to this Agreement are expressly conditioned upon the continued truth of the Securities representations and Exchange Commission provide, in substance, that Subscriber may only dispose warranties set forth above at the time of execution hereof and throughout the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of timeterm hereof. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands Actavis and agrees with and to the followingPlaintiffs acknowledge as follows: (a) AN INVESTMENT ACTAVIS ACKNOWLEDGES THAT IT MAY HEREAFTER DISCOVER CLAIMS OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH IT NOW KNOWS OR BELIEVES TO EXIST WITH RESPECT TO THE ACTAVIS RELEASED CLAIMS, THE FACTS AND CIRCUMSTANCES ALLEGED IN THE SHARES INVOLVES ACTION, AND/OR THE SUBJECT MATTER OF THIS AGREEMENT, WHICH, IF KNOWN OR SUSPECTED AT THE TIME OF EXECUTING THIS AGREEMENT, MAY HAVE MATERIALLY AFFECTED THIS AGREEMENT. NEVERTHELESS, UPON THE EFFECTIVENESS OF THE RELEASE OF THE ACTAVIS RELEASED CLAIMS AS SET FORTH IN SECTION 5 ABOVE, ACTAVIS HEREBY ACKNOWLEDGES THAT THE ACTAVIS RELEASED CLAIMS INCLUDE WAIVERS OF ANY RIGHTS, CLAIMS OR CAUSES OF ACTION THAT MIGHT ARISE AS A HIGH DEGREE RESULT OF RISK; SUCH DIFFERENT OR ADDITIONAL CLAIMS OR FACTS. ACTAVIS ACKNOWLEDGES THAT IT UNDERSTANDS THE CORPORATION SIGNIFICANCE AND POTENTIAL CONSEQUENCES OF SUCH A RELEASE OF UNKNOWN UNITED STATES JURISDICTION CLAIMS AND OF SUCH A SPECIFIC WAIVER OF RIGHTS. ACTAVIS INTENDS THAT THE CLAIMS RELEASED BY IT UNDER THIS RELEASE BE CONSTRUED AS BROADLY AS POSSIBLE TO THE EXTENT THEY RELATE TO UNITED STATES JURISDICTION CLAIMS. ACTAVIS IS AWARE OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her, must have materially affected his or her settlement with the debtor.” ACTAVIS AGREES TO EXPRESSLY WAIVE ANY RIGHTS IT MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES HAVE UNDER THIS CODE SECTION OR MEET ITS EXPENSES UNDER FEDERAL, STATE OR COMMON LAW STATUTES OR JUDICIAL DECISIONS OF A SIMILAR NATURE, AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED KNOWINGLY AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONSVOLUNTARILY WAIVES SUCH UNKNOWN CLAIMS. (b) Subscriber acknowledges and agrees that PLAINTIFFS ACKNOWLEDGE THAT THEY MAY HEREAFTER DISCOVER CLAIMS OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY NOW KNOW OR BELIEVE TO EXIST WITH RESPECT TO THE PLAINTIFFS RELEASED CLAIMS, THE FACTS AND CIRCUMSTANCES ALLEGED IN THE ACTION, AND/OR THE SUBJECT MATTER OF THIS AGREEMENT, WHICH, IF KNOWN OR SUSPECTED AT THE TIME OF EXECUTING THIS AGREEMENT, MAY HAVE MATERIALLY AFFECTED THIS AGREEMENT. NEVERTHELESS, UPON THE EFFECTIVENESS OF THE RELEASE OF THE PLAINTIFFS RELEASED CLAIMS AS SET FORTH IN SECTION 5 ABOVE, PLAINTIFFS HEREBY ACKNOWLEDGE THAT THE PLAINTIFFS RELEASED CLAIMS INCLUDE WAIVERS OF ANY RIGHTS, CLAIMS OR CAUSES OF ACTION THAT MIGHT ARISE AS A RESULT OF SUCH DIFFERENT OR ADDITIONAL CLAIMS OR FACTS. PLAINTIFFS ACKNOWLEDGE THAT THEY UNDERSTAND THE SIGNIFICANCE AND POTENTIAL CONSEQUENCES OF SUCH A RELEASE OF UNKNOWN UNITED STATES JURISDICTION CLAIMS AND OF SUCH A SPECIFIC WAIVER OF RIGHTS. PLAINTIFFS INTEND THAT THE CLAIMS RELEASED BY THEM UNDER THIS RELEASE BE CONSTRUED AS BROADLY AS POSSIBLE TO THE EXTENT THEY RELATE TO UNITED STATES JURISDICTION CLAIMS. PLAINTIFFS ARE AWARE OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A general release does not extend to claims which the Corporation may creditor does not know or suspect to exist in his or her favor at any the time sell shares of its capital stock at a price greater or less than executing the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” of the Shares or the interest in the Corporation that they represent, either now or in the future. (c) The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legendrelease, which shall be in addition to any other legends required if known by law him or contract: THE SHARES REPRESENTED BY her, must have materially affected his or her settlement with the debtor.” PLAINTIFFS AGREE TO EXPRESSLY WAIVE ANY RIGHTS THEY MAY HAVE UNDER THIS CERTIFICATE HAVE NOT BEEN REGISTERED CODE SECTION OR UNDER THE SECURITIES ACT FEDERAL, STATE OR COMMON LAW STATUTES OR JUDICIAL DECISIONS OF 1933 OR ANY STATE SECURITIES LAWS A SIMILAR NATURE, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF KNOWINGLY AND VOLUNTARILY WAIVES SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWSUNKNOWN CLAIMS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands and agrees with and to the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONSEach party understands, acknowledges and agrees that except for (i) instances of intentional common law fraud in connection with the representations and warranties set forth in this Agreement, (ii) the parties’ right to seek specific performance or injunctive relief pursuant to Section 11.19, and (iii) the parties’ rights and obligations pursuant to Sections 1.02 and 1.03, from and after the Closing, the indemnification provided to the parties pursuant to, and subject to the terms and conditions of, this Article 9 will be the sole and exclusive remedy of the parties with respect to the subject matter of this Agreement or the transactions contemplated hereby. Buyer acknowledges and agrees that the Buyer Indemnitees may not avoid such limitation on liability by (x) seeking damages for breach of contract, tort or pursuant to any other theory of liability, all of which are hereby waived or (y) asserting or threatening any claim against any Person that is not a party (or a successor to a party) for breaches of the representations, warranties and covenants contained in this Agreement. (b) Subscriber acknowledges and agrees that the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth nowTHE REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND SELLER IN ARTICLES 3 AND 4 HEREOF CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLER TO BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, and that no representation or warranty is made by the Corporation as to the “fair value” of the Shares or the interest in the Corporation that they representAND BUYER UNDERSTANDS, either now or in the futureACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESS OR IMPLIED (INCLUDING ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OR AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROMOTED TO BUYER OF THE ACQUIRED COMPANIES OR TO ANY ENVIRONMENTAL, HEALTH OR SAFETY MATTERS) ARE SPECIFICALLY DISCLAIMED BY THE COMPANY AND SELLER AND ARE NOT BEING RELIED UPON BY BUYER OR ANY OF ITS REPRESENTATIVES OR AFFILIATES. (c) The Shares have Buyer hereby acknowledges and agrees that it has not been registered under relied upon any statements, information, material, representations, warranties or financial projections delivered or made available to Buyer or its representatives (including representations as to the Securities Act accuracy or completeness of 1933, as amended (the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon such information) other than the representations made by Subscriber and warranties contained in Article 3 or Article 4 of this Agreement. The Corporation is relying upon SubscriberBuyer acknowledges and agrees that neither Seller nor any of its direct or indirect Affiliates, directors, officers, members, employees or representatives will have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer, or Buyer’s representations contained use of, or reliance on (including with respect to accuracy or completeness), any information, statements, material or financial projections prepared by the Company, Seller or their respective Affiliates delivered or made available to Buyer or its representatives or any information, document or material made available to Buyer or its Affiliates or representatives in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are certain “restricted securitiesdata rooms” under applicable federal securities laws and the Securities Act and the rules online “data sites,” management presentations or any other form in expectation of the Securities transactions contemplated by this Agreement. In connection with Buyer’s investigation of the Acquired Companies, Buyer has received from or on behalf of the Company certain projections, including projected statements of operating revenues and Exchange Commission provideincome from operations of the Acquired Companies and certain business plan information of the Acquired Companies. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, in substanceprojections and other forecasts and plans, that Subscriber may only dispose Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the Shares pursuant adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to an effective registration statement under it (including the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any reasonableness of the Shares underassumptions underlying such estimates, projections and forecasts), and that Buyer will have no claim against Seller or to take action so as to permit sales pursuant to, the Securities Actany other Person with respect thereto. Accordingly, Subscriber may dispose Seller and the Company make no representations or warranties whatsoever with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the Shares only in certain transactions assumptions underlying such estimates, projections and forecasts), and Buyer agrees that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of timeit has not relied thereon. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby As of the date hereof and the date of the Closing, the Seller separately acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands and agrees with and to the followingthat: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONSThe Seller has not relied upon any representations (whether oral or written) with respect to the Buyer or the Redemption Shares other than as set forth in this Agreement. (b) Subscriber acknowledges The Seller has had an opportunity to discuss the Buyer’s business, management and agrees financial affairs with directors, officers and management of the Buyer. The Seller has also had the opportunity to ask questions of and receive answers from, the Buyer and its management regarding the terms of this transaction. The Seller believes that it has received all the Corporation may at any time information it considers necessary or appropriate for deciding whether to sell shares of the Redemption Shares and has made its capital stock at a price greater or less than own analysis and decision to sell the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Redemption Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” of Buyer based upon such information as the Shares or the interest in the Corporation that they represent, either now or in the futureSeller deems appropriate. (c) The Shares have Seller acknowledges (i) that the Buyer has not been registered under made any representation or warranty, express or implied, except as set forth herein, regarding any aspect of the Securities Act sale and redemption of 1933the Redemption Shares, as amended the operation or financial condition of the Buyer or the value of the Redemption Shares, and (ii) that the “Securities Act”), or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation Buyer is relying upon Subscriber’s representations contained the truth of the acknowledgements in this Agreement for Section 9 in connection with the purpose purchase and redemption of determining whether this transaction meets the requirements for such exemptionsRedemption Shares hereunder. (d) The Seller has had a full and complete opportunity to consult legal, tax and business advisors and has in fact consulted such advisors with respect to this agreement and any matters contemplated hereunder. The Seller further acknowledges that it has not engaged or employed any broker or finder in connection with the transactions referred to herein and that the sale of the Redemption Shares are “restricted securities” under applicable federal securities laws has been privately negotiated by the Seller and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of timeBuyer. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby acknowledges To the extent that Subscriberthe Loan Documents provide support, either alone through a guarantee or otherwise, for any Derivatives Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (together with Subscriber’s advisors the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (if any)with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States): (i) In the event a Covered Entity that is party to a Supported QFC (each, has reada “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, understands the transfer of such Supported QFC and agrees with the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the following: same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (aand any such interest, obligation and rights in property) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONSwere governed by the laws of the United States or a state of the United States. (bii) Subscriber acknowledges In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and agrees the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges rights and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” remedies of the Shares or parties with respect to a defaulting Lender shall in no event affect the interest in the Corporation that they represent, either now or in the future. (c) The Shares have not been registered under the Securities Act rights of 1933, as amended (the “Securities Act”), any Covered Party with respect to a Supported QFC or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptionsQFC Credit Support. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission provide, in substance, that Subscriber may only dispose of the Shares pursuant to an effective registration statement under the Securities Act or an exemption from such registration if available. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation nor any person acting on its behalf has offered or sold the Shares to Subscriber by any form of general solicitation, general or public media advertising or mass mailing.

Acknowledgments. Subscriber hereby acknowledges that Subscriber, either alone or together with Subscriber’s advisors (if any), has read, understands and agrees with As an inducement to Sento to enter into this Agreement and to consent to the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber transfer of the Shares from ESI to the Principals and, with the knowledge that Sento will rely upon each of the following acknowledgments and agreements, each of the Principals hereby acknowledges and agrees that the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is that: 2.1 Sento has previously made available for inspection by the Corporation as Principals financial statements and other financial, corporate and business information and records with respect to the “fair value” of the Shares or the interest in the Corporation that they represent, either now or in the futureSento. (c) 2.2 The Shares have not been registered under the Securities Act of 1933, as amended (the “"Securities Act”"), or any state securities laws by reason or "blue sky" laws, and have been and will be issued to ESI pursuant to exemptions from the registration requirements of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and applicable state securities and blue sky laws, and: (i) the rules Shares may not be resold, pledged, transferred, hypothecated or otherwise disposed of unless the Shares are subsequently registered under the Securities Act and relevant state securities and blue sky laws or unless Sento receives an opinion of counsel to the Principals in a form acceptable to Sento and its legal counsel that with respect to the Shares registration is not required under the Securities Act or under the securities or blue sky laws of any state; (ii) a notation will be made upon the appropriate records of Sento and on the certificate or certificates representing the Shares so that transfers of the Shares will not be effected without compliance with such restrictions on transferability and resale and reflecting the terms and conditions of this Agreement and the Purchase Agreement; (iii) the Securities and Exchange Commission provide(the "Commission") has taken the position that persons who offer or sell restricted securities such as the Shares are on notice that, in substance, that Subscriber may only dispose view of the Shares pursuant to an effective registration statement under broad remedial purposes of the Securities Act or and of public policy which supports registration, they will have a substantial burden of proof in establishing that an exemption from registration is available for such registration if available. The Corporation has no obligation offers or intention to register any of the Shares undersales and, or to take action so as to permit sales pursuant toin connection with resales, the Securities Act. AccordinglyCommission has stated that the "change in circumstances" concept, Subscriber may dispose of the Shares only which previously applied in certain transactions that are determining whether such resales were exempt from registration under registration, will no longer be considered on that issue; (iv) the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject Principals may have to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks risk of an any investment in related to the Shares for an indefinite period of time.; and (ev) The certificate(s) evidencing no representation, promise or agreement has been made concerning the marketability or value of the Shares or that any of the Shares will bear be registered under the following legendSecurities Act or any state securities or blue sky laws at any time in the future or will otherwise be qualified for sale under applicable securities laws. 2.3 Any investment in the Common Stock is highly speculative and subject to substantial risks, including, without limitation, the risks identified in Sento's filings with the Commission, which shall be filings Sento has encouraged the Principals to review in addition detail and the Principals have had a reasonable opportunity to review. 2.4 No representation, warranty, promise or agreement has been made to the Principals with respect to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS.of the following: (fi) Neither the Corporation nor any person acting on its behalf has offered approximate or sold exact length of time the Principals will be required to remain as owners of the Shares; (ii) the percentage of profit and/or the amount or type of consideration (including dividends), profit or loss (including tax benefits) to be realized, if any, as a result of the ownership of the Shares to Subscriber by the Principals; and/or (iii) that the past performance or experience of Sento will in any form way indicate the results of general solicitationfuture operations of Sento, general the results of the ownership of the Shares, or public media advertising or mass mailingthe likelihood of achievement of the overall objectives of Sento.

Acknowledgments. Subscriber hereby The undersigned acknowledges that Subscriber, either alone or together it understands its obligation to comply with Subscriber’s advisors (if any), has read, understands and agrees with and to the following: (a) AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK; THE CORPORATION MAY NEED ADDITIONAL CAPITAL IN THE FUTURE TO REACH ITS GROWTH OBJECTIVES OR MEET ITS EXPENSES AND THE SHARES MAY LOSE ANY VALUE OR MAY NOT GAIN ANY VALUE; THE SHARES ARE NOT REGISTERED AND MAY NOT BE SOLD EXCEPT IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS AND REGULATIONS. (b) Subscriber acknowledges and agrees that the Corporation may at any time sell shares of its capital stock at a price greater or less than the Per Share Subscription Price pursuant to this Agreement. Subscriber acknowledges and agrees that the Shares may ultimately prove to be worth significantly more or significantly less than Subscriber perceives them to be worth now, and that no representation or warranty is made by the Corporation as to the “fair value” provisions of the Shares or the interest in the Corporation that they represent, either now or in the future. (c) The Shares have not been registered under the Securities Exchange Act of 19331934, as amended (the “Securities Act”)amended, or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the representations made by Subscriber in this Agreement. The Corporation is relying upon Subscriber’s representations contained in this Agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) The Shares are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the Securities and Exchange Commission providethereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in substance, that Subscriber may only dispose connection with any offering of the Shares Transfer Restricted Securities pursuant to an effective registration statement under the Securities Act or an exemption from such registration if availableShelf Registration Statement. The Corporation has no obligation or intention to register any of the Shares under, or to take action so as to permit sales pursuant to, the Securities Act. Accordingly, Subscriber may dispose of the Shares only in certain transactions undersigned agrees that are exempt from registration under the Securities Act, including “private placements,” in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Subscriber. Additionally, applicable state securities laws may allow sales of the Shares only if the Shares are registered or the transaction is subject to an applicable exemption. As a consequence, Subscriber must bear the economic risks of an investment in the Shares for an indefinite period of time. (e) The certificate(s) evidencing the Shares will bear the following legend, which shall be in addition to any other legends required by law or contract: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (f) Neither the Corporation neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Securityholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, the Company has offered agreed under certain circumstances to indemnify the Selling Securityholders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or sold changes in the Shares information provided herein that may occur subsequent to Subscriber the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to items (1) through (7) above and the inclusion of such information in the Shelf Registration Statement and the related Prospectus. The undersigned understands that such information will be relied upon by any form the Company in connection with the preparation or amendment of general solicitationthe Shelf Registration Statement and the related Prospectus. Once this Notice and Questionnaire is executed by the undersigned and received by the Company, general or public media advertising or mass mailingthe terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the undersigned with respect to the Transfer Restricted Securities beneficially owned by the undersigned and listed in Item (3) above. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York.