Common use of Agreements of the Parties Clause in Contracts

Agreements of the Parties. 5.1 Issuance of Securities of Acquiror prior to the Closing. Between the date hereof and the Closing, Acquiror contemplates that it may be caused to issue up to 5,300,000 additional shares of Acquiror Common Stock in connection with certain acquisition transaction (the "Acquisition Transaction") that is presently being evaluated or are under contract as set forth in Section 5.15. No investment banker, broker, finder or other similar intermediary has been retained by, or is authorized by, Acquiror to act on its behalf who might be entitled to any fee or commission from Acquiror or any of its affiliates in connection with the Acquisition Transaction or the transactions contemplated thereby. 5.2 Anticipated Domestication of Acquiror; Possible Follow-on Merger. (a) Acquiror shall use diligent efforts to domesticate by merger or other permissible means into Sub within one (1) year after the Closing. Upon Acquiror's domestication into Sub, the Series A Stock will automatically convert into shares of Sub Common Stock such that the holders thereof will at that time own the same percentage of outstanding Sub Common Stock as they would have owned in Acquiror had they originally received an aggregate of 5,500,000 shares of Acquiror Common Stock upon the Closing, and the Series B Stock will automatically convert into shares of Sub Common Stock such that the holders thereof will at that time own the same percentage of outstanding Sub Common Stock as they would have owned in Acquiror had they originally received an aggregate of 4,500,000 shares of Acquiror Common Stock upon the Closing. Upon the domestication of Acquiror into Sub, the number of shares of common stock resulting from the conversion of the Escrow Shares by the Escrow Agent as of such conversion date shall be held in escrow as Escrow Shares pursuant to the terms of the Escrow Agreement. (b) If the domestication of Acquiror described in Section 5.2(a) above does not occur within one (1) year from the Effective Date, the Series A Stock may, at the discretion of the holders thereof, be converted into, or exchangeable for, an aggregate of 5,500,000 shares of Acquiror Common Stock, and the Series B Stock may, at the discretion of the holders thereof, be converted into, or exchangeable for, an aggregate of 4,500,000 shares of Acquiror Common Stock. Upon such discretionary conversion, the number of shares of common stock resulting from the conversion of the Escrow Shares as of such conversion date shall be held in escrow by the Escrow Agent as Escrow Shares pursuant to the terms of the Escrow Agreement. (c) Acquiror and Sub covenant and agree that as to Sub, prior to the domestication of Acquiror described in Section 5.2 hereof:

Agreements of the Parties. 5.1 Issuance of Securities of Acquiror prior to the Closing. Between the date hereof and the Closing, Acquiror contemplates that it may be caused to issue up to 5,300,000 additional shares of Acquiror Common Stock in connection with certain acquisition transaction (the "Acquisition Transaction") that is presently being evaluated or are under contract as set forth in Section 5.15. No investment banker, broker, finder or other similar intermediary has been retained by, or is authorized by, Acquiror to act on its behalf who might be entitled to any fee or commission from Acquiror or any of its affiliates in connection with the Acquisition Transaction or the transactions contemplated thereby. 5.2 Anticipated Domestication of Acquiror; Possible Follow-on Merger. (a) Acquiror shall use diligent efforts to domesticate by merger or other permissible means into Sub within one (1) year after As at the Closing. Upon Acquiror's domestication into SubIPO Effective Date, the Company will issue in the name of Vert a stock certificate evidencing the Company Series A Preferred Stock. Such Series A Preferred Stock will automatically convert into shares of Sub Common Stock such that the holders thereof will at that time own the same percentage of outstanding Sub Common Stock as they would have owned in Acquiror had they originally received an aggregate of 5,500,000 shares of Acquiror Common Stock upon the Closing, and the Series B Stock will automatically convert into shares of Sub Common Stock such that the holders thereof will at that time own the same percentage of outstanding Sub Common Stock as they would have owned in Acquiror had they originally received an aggregate of 4,500,000 shares of Acquiror Common Stock upon the Closing. Upon the domestication of Acquiror into Sub, the number of shares of common stock resulting from the conversion of the Escrow Shares by the Escrow Agent as of such conversion date shall be held in escrow as Escrow Shares pursuant to trust by Vert for the terms sole benefit of the Escrow AgreementLCT Minority Stockholders. (b) If As set forth in the domestication certificate of Acquiror described in Section 5.2(a) above does not occur within designations for the Company Series A Preferred Stock annexed hereto as Exhibit B and made a part hereof (the “Certificate of Designations”), on a date which shall be one (1) year from the IPO Effective Date, all and not less than all of the shares of Company Series A Preferred Stock, shall automatically and without any further action or consent of the Parties or the LCT Minority Stockholders, convert into a like number of shares of Class A Common Stock of the Company. (c) Following the IPO Effective Date, the Company shall file with the Securities and Exchange Common (the “SEC”) a registration statement on Form S-1, or other form for registering securities, pursuant to which, inter alia, all of the shares of Class A Common Stock of the Company issuable upon automatic conversion of the Company Series A Preferred Stock may(the “Conversion Shares”) shall be registered for resale under the Securities Act of 1933, at as amended (the discretion “Resale Registration Statement”). The Company shall use its best efforts to cause such Resale Registration Statement to be declared effective by the SEC witin one (1) year from the IPO Effective Date. (d) On a date which shall be the later to occur of (i) one year from the IPO Effective Date, or (ii) the effective date of the holders thereofResale Registration Statement, be converted into, or exchangeable for, an aggregate Vert shall deliver the stock certificate evidencing the Company Series A Preferred Stock to the Company and the Company shall issue and distribute to the LCT Minority Stockholders all of 5,500,000 the shares of Acquiror Common Stock, and the Series B Stock may, at the discretion Class A common stock of the holders thereof, be converted into, or exchangeable for, an aggregate Company issuable to the LCT Minority Stockholders upon conversion of 4,500,000 shares such Company Series A Preferred Stock (the “Conversion Shares”). (e) The names of Acquiror Common Stock. Upon such discretionary conversion, each of the LCT Minority Stockholders and the number of shares of common stock resulting from the conversion Company Series A Preferred Stock and Conversion Shares (assuming a 1:7.665 reverse split of the Escrow Shares as currently outstanding shares of such conversion date shall be held in escrow by the Escrow Agent as Escrow Shares pursuant to the terms of the Escrow AgreementCompany Common Stock) is set forth on Exhibit A annexed hereto and made a part hereof. (cf) Acquiror and Sub covenant and agree that as As a condition to Subreceipt of their Conversion Shares, prior each LCT Minority Stockholder shall acknowledge in a writing acceptable to the domestication Company that (i) such LCT Minority Stockholder has no further claim to any equity of Acquiror described LCT, the Company or LCC, (ii) such LCT Minority Stockholder releases each of the Parties to this Agreement from all further claims, demands or causes of action in Section 5.2 hereof:respect of all events up to and including the date of such release, and (iii) the information contained in the Resale Registration Statement with regard to such LCT Minority Stockholder is complete and correct in all material respects.

Agreements of the Parties. 5.1 Issuance FINANCING TRANSACTIONS. Acquiror shall provide a loan to NSE in the principal amount of Securities of Acquiror prior to the Closing. Between $400,000 within two (2) days from the date hereof and the Closing, Acquiror contemplates that it may be caused to issue up to 5,300,000 additional shares of Acquiror Common Stock in connection with certain acquisition transaction (the "Acquisition Transaction") that is presently being evaluated or are under contract as set forth in Section 5.15. No investment banker, broker, finder or other similar intermediary has been retained by, or is authorized by, Acquiror to act on its behalf who might be entitled to any fee or commission from Acquiror or any of its affiliates in connection with the Acquisition Transaction or the transactions contemplated thereby. 5.2 Anticipated Domestication of Acquiror; Possible Follow-on Merger. (a) Acquiror shall use diligent efforts to domesticate by merger or other permissible means into Sub within one (1) year after the Closing. Upon Acquiror's domestication into Sub, the Series A Stock will automatically convert into shares of Sub Common Stock such that the holders thereof will at that time own the same percentage of outstanding Sub Common Stock as they would have owned in Acquiror had they originally received an aggregate of 5,500,000 shares of Acquiror Common Stock upon the Closing, and the Series B Stock will automatically convert into shares of Sub Common Stock such that the holders thereof will at that time own the same percentage of outstanding Sub Common Stock as they would have owned in Acquiror had they originally received an aggregate of 4,500,000 shares of Acquiror Common Stock upon the Closing. Upon the domestication of Acquiror into Sub, the number of shares of common stock resulting from the conversion of the Escrow Shares by the Escrow Agent as of such conversion date shall be held in escrow as Escrow Shares this Agreement pursuant to the terms and provisions of a Loan Agreement, Secured Promissory Note, Security Agreement and Guaranty (collectively, the "Loan Documents"), the forms of which are attached hereto as Exhibit "5.1(a)." If the Closing shall not have occurred within ninety (90) days from the date of this Agreement, then Acquiror shall provide to NSE, within twenty-five (25) days thereafter an additional loan of $400,000 subject to the same terms and provisions of the Escrow Loan Documents. Commencing as promptly as practicable after the date of this Agreement. , NSE shall prepare whatever documents are necessary in order to commence a private placement of a minimum of $1.5 million of newly issued shares of NSE Preferred Stock upon terms and conditions mutually acceptable to the parties and in accordance with Rule 506 of Regulation D. Acquiror shall, after having reviewed such documents to its satisfaction (bbut without expressing any opinion or making any representation or warranty as to the truth, completeness or accuracy of any information contained therein (other than as provided by Acquiror in writing expressly for inclusion therein) If or as to the domestication compliance of Acquiror such documents with applicable law) assist NSE in identifying "accredited investors" (as the term is described within Rule 501 of Regulation D) in Section 5.2(aaccordance with the methods of sale permitted in Rule 506 of Regulation D. NSE shall be obligated to make all necessary filings required to be made to qualify the offer and sale of the NSE Preferred Stock with all applicable federal and state law. Commencing as promptly as practicable after the date of this Agreement, NSE shall agree to sell in a private placement transaction to solely accredited investors in accordance with Rule 506 of Regulation D, a private placement of 4,800,000 shares of NSE Common Stock in consideration for subscriptions receivable for an aggregate amount of $600,000 due and payable to NSE upon the earlier of: (i) above does not occur within one six (16) year months from the Effective date thereof; or (ii) the Closing Date; provided, however, that in the Series A Stock mayevent that for whatever reason the Merger is not completed before the due date of such subscriptions receivable, at NSE shall have the discretion right to: (x) extend the due date thereof until the Closing Date; or (y) terminate the subscriptions receivable and rescind the placement transaction so that the holders of the holders thereof, be converted into, or exchangeable for, an aggregate of 5,500,000 shares of Acquiror subscriptions receivable shall no longer have the right to subscribe for NSE Common Stock; provided, however, that the termination of this offering shall not affect NSE's obligations to consummate the Merger and any other transactions contemplated hereby. NSE shall be obligated to make all necessary filings required to be made to qualify the Series B Stock may, at the discretion offer and sale of the holders thereof, be converted into, or exchangeable for, an aggregate of 4,500,000 shares of Acquiror NSE Common Stock. Upon such discretionary conversion, the number of shares of common stock resulting from the conversion of the Escrow Shares as of such conversion date shall be held in escrow by the Escrow Agent as Escrow Shares pursuant to the terms of the Escrow AgreementStock with all applicable federal and state law. (c) Acquiror and Sub covenant and agree that as to Sub, prior to the domestication of Acquiror described in Section 5.2 hereof: