Common use of Compliance with Rule 145 and the Act Clause in Contracts

Compliance with Rule 145 and the Act. (a) Affiliate has been advised that (i) the issuance of shares of Acquiror Common Stock in connection with the Merger is expected to be effected pursuant to a Registration Statement on Form S-4 under the Securities Act of 1933, as amended (the "ACT"), and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated thereunder and resale of such shares will not be subject to any restrictions other than as set forth in Rule 145 of the Act unless otherwise transferred pursuant to an effective registration statement under the Act or an appropriate exemption from registration, (ii) Affiliate may be deemed to be an affiliate of Target, and (iii) no sale, transfer or other disposition by Affiliate of any Acquiror Common Stock received by Affiliate will be registered under the Act. Affiliate accordingly agrees not to sell, transfer or otherwise dispose of any Acquiror Common Stock issued to Affiliate in the Merger unless (x) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Act, or (y) Affiliate delivers to Acquiror a written opinion of counsel, reasonably acceptable to Acquiror in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Act.

Compliance with Rule 145 and the Act. (a) Affiliate has been advised that (i) the issuance of shares of Acquiror Parent Common Stock in connection with the Merger is expected to be effected pursuant to a Registration Statement on Form S-4 under the Securities Act of 1933, as amended (the "ACT"), and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated thereunder and resale of such shares will not be subject to any restrictions other than as set forth in Rule 145 of the Act unless otherwise transferred pursuant to an effective registration statement under the Act or an appropriate exemption from registration, (ii) Affiliate may be deemed to be an affiliate of Targetthe Company, and (iii) no sale, transfer or other disposition by Affiliate of any Acquiror Parent Common Stock received by Affiliate in the Merger will be registered under the Act. Affiliate accordingly agrees not to sell, transfer or otherwise dispose of any Acquiror Parent Common Stock issued to Affiliate in the Merger unless (x) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Act, (y) an authorized representative of the SEC takes the position in writing to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to such sale, transfer or other disposition, and a copy of such written position ("No Action Correspondence") is delivered to Parent, or (yz) Affiliate delivers to Acquiror Parent a written opinion of counsel, reasonably acceptable to Acquiror Parent in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Act.

Compliance with Rule 145 and the Act. (a) Affiliate Stockholder has been advised that (i) the issuance of shares of Acquiror Arch Common Stock in connection with the Merger is expected to be effected pursuant to a Registration Statement filed by Arch on Form S-4 under the Securities Act of 1933, as amended (the "ACT")S-4, and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated thereunder and resale of such shares will not be subject to any the restrictions other than as set forth in Rule 145 of under the Act unless such shares are otherwise transferred pursuant to an effective registration statement under the Act or an appropriate exemption from registration, and (ii) Affiliate Stockholder may be deemed to be an affiliate of Targetthe Company, and (iii) no sale, transfer or other disposition although nothing contained herein shall be construed as an admission by Affiliate Stockholder that Stockholder is an affiliate of any Acquiror Common Stock received by Affiliate will be registered under the ActCompany. Affiliate accordingly Stockholder agrees not to sell, pledge, transfer or otherwise dispose of any Acquiror shares of Arch Common Stock issued to Affiliate Stockholder in the Merger unless (xi) such sale, pledge, transfer or other disposition is made in conformity with the requirements of Rule 145(d145 under the Act, (ii) promulgated such sale, pledge, transfer or other disposition is made pursuant to an effective registration statement under the Act, or (yiii) Affiliate Stockholder delivers to Acquiror Arch a written opinion of counsel, in form and substance reasonably acceptable to Acquiror in form and substanceArch, or a "no-action" letter obtained from the staff of the Commission, to the effect that such sale, pledge, transfer or other disposition is otherwise exempt from registration under the Act.

Compliance with Rule 145 and the Act. (a) Affiliate has been advised that (i) the issuance of shares of Acquiror Parent Common Stock issued in connection with the Merger is are expected to be effected pursuant to a Registration Statement on Form S-4 under the Securities Act of 1933, as amended (the "ACT"), and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated thereunder under the Securities Act of 1933 as amended (the "Act") and resale of such shares will not be subject to any the restrictions other than as set forth in Rule Rules 144 and 145 of the Act unless otherwise transferred pursuant to an effective registration statement under the Act or an appropriate exemption from registration, (ii) Affiliate may be deemed to be an affiliate of TargetCompany, and (iii) no sale, transfer or other disposition by Affiliate of any Acquiror Parent Common Stock received by Affiliate will be registered under the Act. Affiliate accordingly agrees not to sell, transfer or otherwise dispose of any Acquiror Parent Common Stock issued to Affiliate in the Merger unless (xi) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Act, or (yii) Affiliate delivers to Acquiror Parent a written opinion of counsel, reasonably acceptable to Acquiror Parent in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Act.

Compliance with Rule 145 and the Act. (a) Affiliate has been advised that (i) the issuance of shares of Acquiror MetaTools Common Stock in connection with the Merger is expected to be effected pursuant to a Registration Statement on Form S-4 under the Securities Act of 1933, as amended (the "ACT"), and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated thereunder and resale of such shares will not be subject to any restrictions other than as set forth in Rule 145 of the Act unless otherwise transferred pursuant to an effective registration statement under the Act or an appropriate exemption from registration, (ii) Affiliate may be deemed to be an affiliate of TargetFractal, and (iii) no sale, transfer or other disposition by Affiliate of any Acquiror MetaTools Common Stock received by Affiliate will be registered under the Act. Affiliate accordingly agrees not to sell, transfer or otherwise dispose of any Acquiror MetaTools Common Stock issued to Affiliate in the Merger unless (x) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Act, or (y) Affiliate delivers to Acquiror MetaTools a written opinion of counsel, reasonably acceptable to Acquiror MetaTools in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Act.

Compliance with Rule 145 and the Act. (a) Affiliate has been advised that (i) the issuance of shares of Acquiror Parent Common Stock in connection with the Merger is expected to be effected pursuant to a Registration Statement on Form S-4 under the Securities Act of 1933, as amended (the "ACT"), and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated thereunder and resale of such shares will not be subject to any restrictions other than as set forth in Rule 145 of the Act unless otherwise transferred pursuant to an effective registration statement under the Act or an appropriate exemption from registration, (ii) Affiliate may be deemed to be an affiliate of Targetthe Company, and (iii) no sale, transfer or other disposition by Affiliate of any Acquiror Parent Common Stock received by Affiliate will be registered under the Act. Affiliate accordingly agrees not to sell, transfer or otherwise dispose of any Acquiror Parent Common Stock issued to Affiliate in the Merger unless (x) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Act, or (y) Affiliate delivers to Acquiror Parent a written opinion of counsel, reasonably acceptable to Acquiror Parent in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Act.

Compliance with Rule 145 and the Act. (a) Affiliate Stockholder has been advised that (i) the issuance of shares of Acquiror Parent Common Stock in connection with the Merger is expected to be effected pursuant to a Registration Statement filed by Parent on Form S-4 under the Securities Act of 1933, as amended (the "ACT")S-4, and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated thereunder and resale of such shares will not be subject to any the restrictions other than as set forth in Rule 145 of under the Act unless such shares are otherwise transferred pursuant to an effective registration statement under the Act or an appropriate exemption from registration, and (ii) Affiliate Stockholder may be deemed to be an affiliate of Targetthe Company, and (iii) no sale, transfer or other disposition although nothing contained herein shall be construed as an admission by Affiliate Stockholder that Stockholder is an affiliate of any Acquiror Common Stock received by Affiliate will be registered under the ActCompany. Affiliate accordingly Stockholder agrees not to sell, pledge, transfer or otherwise dispose of any Acquiror shares of Parent Common Stock issued to Affiliate Stockholder in the Merger unless (xi) such sale, pledge, transfer or other disposition is made in conformity with the requirements of Rule 145(d145 under the Act, (ii) promulgated such sale, pledge, transfer or other disposition is made pursuant to an effective registration statement under the Act, or (yiii) Affiliate Stockholder delivers to Acquiror Parent a written opinion of counsel, in form and substance reasonably acceptable to Acquiror in form and substanceParent, or a "no-action" letter obtained from the staff of the Commission, to the effect that such sale, pledge, transfer or other disposition is otherwise exempt from registration under the Act.