Common use of Exchange of Shares Clause in Contracts

Exchange of Shares. (a) At the Closing, NSC will cause to be issued and held for delivery to the Gridline Shareholders or their designees, stock certificates representing an aggregate of 47,600,000 shares of NSC Common Stock, representing 95.5% of the fully diluted outstanding NSC Common Stock giving effect to such issuance, in exchange for all of the issued and outstanding shares of Gridline Capital Stock, which shares will be delivered to NSC at the Closing. (b) The shares of NSC Common Stock to be issued pursuant to paragraph (a) of this Section 1.02 will be authorized, but theretofore unissued shares of NSC Common Stock, and will be issued to the Gridline Shareholders or as directed thereby as set forth in SCHEDULE 1.02(b) hereof. (c) All shares of NSC Common Stock to be issued hereunder shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Gridline Shareholders will represent in writing that they are acquiring said shares for investment purposes only and without the intent to make a further distribution of such shares. All shares of NSC Common Stock to be issued under the terms of this Agreement shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Common Stock to be issued hereunder shall bear a restrictive legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION PROVISIONS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. (d) All shares of NSC Common Stock to be issued pursuant to Gridline Stock Options and Gridline Warrants shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under the Securities Act. All shares of NSC Common Stock to be issued under, and pursuant to, the terms of the Gridline Stock Options and the Gridline Warrants shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Common Stock to be issued hereunder shall bear a restrictive legend in substantially the form set forth in Section 1.02(c).

Exchange of Shares. (a) At the Closing, NSC Centre will cause to be issued and held for delivery to the Gridline Genghai Shareholders or their designees, stock certificates representing an aggregate of 47,600,000 30,480,000 shares of NSC Centre Common Stock, representing 95.5% of the fully diluted outstanding NSC Common Stock giving effect to such issuance, in exchange for all of the issued and outstanding shares of Gridline Genghai Capital StockStock or other equity interests in Genghai, which shares or other interests will be delivered to NSC Centre at the Closing. (b) The shares of NSC Centre Common Stock to be issued pursuant to paragraph (a) of this Section 1.02 will be authorized, but theretofore unissued unissued, shares of NSC Centre Common Stock, and . Such shares of Centre Common Stock will be issued to the Gridline Genghai Shareholders or as directed thereby as in the respective amounts set forth in SCHEDULE 1.02(b) Schedule A hereto and, by this reference, made a part hereof. (c) All shares of NSC Centre Common Stock to be issued hereunder shall be deemed "RESTRICTED SECURITIESrestricted securities" as defined in paragraph (a) of Rule 144 under the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), and the Gridline Shareholders each recipient will represent in writing that they are he or she is acquiring said shares for investment purposes only and without the intent to make a further distribution of such the shares. All shares of NSC Centre Common Stock to be issued under the terms of this Agreement shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Centre Common Stock to be issued hereunder shall will bear a restrictive legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION PROVISIONS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. (d) All shares of NSC Common Stock to be issued pursuant to Gridline Stock Options and Gridline Warrants shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under the Securities Act. All shares of NSC Common Stock to be issued under, and pursuant to, the terms of the Gridline Stock Options and the Gridline Warrants shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Common Stock to be issued hereunder shall bear a restrictive legend in substantially the form set forth in Section 1.02(c).

Exchange of Shares. (a) At the Closing, NSC Cable will cause to be issued and held for delivery to the Gridline CDR Shareholders or their designees, stock certificates representing an aggregate of 47,600,000 shares of NSC Common Stock, representing 95.5% of the fully diluted outstanding NSC Common Stock giving effect to such issuance, Shares in exchange for all of the issued and outstanding shares of Gridline CDR Capital Stock, which shares will be delivered to NSC Cable at the Closing. (b) The shares of NSC Common Stock Shares to be issued pursuant to paragraph (a) of this Section 1.02 will be authorized, but theretofore unissued shares of NSC Cable Common Stock, and will be issued to the Gridline CDR Shareholders or as directed thereby as set forth in SCHEDULE Schedule 1.02(b) hereof. (c) All shares of NSC Common Stock to be issued hereunder Shares shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Gridline CDR Shareholders will represent in writing that they are acquiring said shares for investment purposes only and without the intent to make a further distribution of such shares. All shares of NSC Cable Common Stock to be issued under the terms of this Agreement shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Cable Common Stock to be issued hereunder shall bear a restrictive legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION PROVISIONS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. (d) All shares of NSC Common Stock to be issued pursuant to Gridline Stock Options and Gridline Warrants shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under the Securities Act. All shares of NSC Common Stock to be issued under, and pursuant to, the terms of the Gridline Stock Options and the Gridline Warrants shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Common Stock to be issued hereunder shall bear a restrictive legend in substantially the form set forth in Section 1.02(c).

Exchange of Shares. (a) At the Closing, NSC DECorp will cause to be issued and held for delivery to the Gridline UKCorp Shareholders or their designees, stock certificates representing an aggregate of 47,600,000 60,000,000 shares of NSC DECorp Common Stock, representing 95.5100% of the fully diluted outstanding NSC DECorp Common Stock giving effect to such issuance, in exchange for all of the issued and outstanding shares of Gridline UKCorp Capital Stock, which shares will be delivered to NSC DECorp at the Closing. (b) The shares of NSC DECorp Common Stock to be issued pursuant to paragraph (a) of this Section 1.02 will be authorized, but theretofore unissued shares of NSC DECorp Common Stock, and will be issued to the Gridline UKCorp Shareholders or as directed thereby as set forth in SCHEDULE Schedule 1.02(b) hereof. (c) All shares of NSC DECorp Common Stock to be issued hereunder shall be deemed "RESTRICTED SECURITIESsecurities" as defined in paragraph (a) of Rule 144 under the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Gridline UKCorp Shareholders will represent in writing that they are acquiring said shares for investment purposes only and without the intent to make a further distribution of such shares. All shares of NSC DECorp Common Stock to be issued under the terms of this Agreement shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC DECorp Common Stock to be issued hereunder shall bear a restrictive legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION PROVISIONS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. (d) All shares of NSC Common Stock to be issued pursuant to Gridline Stock Options and Gridline Warrants shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under the Securities Act. All shares of NSC Common Stock to be issued under, and pursuant to, the terms of the Gridline Stock Options and the Gridline Warrants shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Common Stock to be issued hereunder shall bear a restrictive legend in substantially the form set forth in Section 1.02(c).

Exchange of Shares. (a) At Upon the ClosingClosing of this Agreement, NSC will Rotunda shall cause to be issued and held for delivery to the Gridline Shareholders of ETFC or their designees, stock certificates representing an aggregate of 47,600,000 11,000,000 shares (the "Rotunda Shares") of NSC Common Stock, representing 95.5% of the fully diluted outstanding NSC Common Stock giving effect to such issuanceRotunda common stock (post-split), in exchange for all of the issued and outstanding shares of Gridline Capital StockETFC capital stock, which shares will shall be delivered to NSC Rotunda at the Closing. It is agreed that the Rotunda Shares shall be held and not delivered to Shareholders until the closing of the 4,000,000 share offering described in Section 1.5 below. (b) The shares of NSC Common Stock Rotunda Shares to be issued pursuant to paragraph (a) of this Section 1.02 will hereunder shall be authorized, authorized but theretofore previously unissued shares of NSC Common Stock, and will Rotunda common stock. The Rotunda Shares shall be issued to those persons and in the Gridline Shareholders or as directed thereby as respective amounts set forth in SCHEDULE 1.02(b) Exhibit 1.2 annexed hereto and by this reference made a part hereof. (c) All shares of NSC Common Stock Rotunda Shares to be issued hereunder shall be are deemed "RESTRICTED SECURITIESrestricted securities" as defined in paragraph (a) of by Rule 144 under of the Securities Act of 1933, as amended (the "SECURITIES ACT1933 Act"), and the Gridline Shareholders will recipients shall represent in writing that they are acquiring said shares for investment purposes only and without the intent to make a further distribution of such sharesthe Rotunda Shares. All shares of NSC Common Stock Rotunda Shares to be issued under the terms of this Agreement shall be issued pursuant to an exemption from the registration requirements of the Securities 1933 Act, under Section 4(2) of the Securities 1933 Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Common Stock Rotunda Shares to be issued hereunder shall bear a restrictive legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF The shares represented by this certificate have not been registered under the Securities Act of 1933, AS AMENDEDas amended, AND MAY NOT BE OFFERED FOR SALEand may not be offered for sale, SOLDsold or otherwise transferred except in compliance with the registration provisions of such Act or pursuant to an exemption from such registration provisions, OR OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION PROVISIONS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANYthe availability of which is to be established to the satisfaction of the Company. (d) All shares of NSC Common Stock to be issued pursuant to Gridline Stock Options ETFC and Gridline Warrants shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under Shareholders acknowledge and agree that the Securities Act. All shares of NSC Common Stock to be issued under, and pursuant to, the terms of the Gridline Stock Options and the Gridline Warrants shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Common Stock Rotunda Shares to be issued hereunder shall bear a restrictive legend in substantially be issued upon the form set forth closing of the 4,000,000 share offering described in Section 1.02(c)1.5 below.

Exchange of Shares. (a) At Immediately following the ClosingMerger, NSC will upon surrender by the Company Stockholders of the certificates representing the Company Stock, U.S. Filter shall cause to be issued and held for delivery to the Gridline Shareholders or their designees, stock Company Stockholders certificates representing an aggregate of 47,600,000 shares of NSC Common Stock, representing 95.5% of the fully diluted outstanding NSC Common Stock giving effect to such issuance, in exchange for all of the issued and outstanding shares of Gridline Capital Stock, which shares will be delivered to NSC at the Closing. Acquisition Shares (b) The shares of NSC Common Stock to be issued pursuant to paragraph (a) of this Section 1.02 will be authorized, but theretofore unissued shares of NSC Common Stock, and will be issued to the Gridline Shareholders or as directed thereby as set forth in SCHEDULE 1.02(b) hereof. (c) All shares of NSC Common Stock to be issued hereunder shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under the Securities Act of 1933, as amended (the "SECURITIES ACT"Section 5.2 hereof), and the Gridline Shareholders will represent less any Acquisition Shares placed in writing that they are acquiring said shares for investment purposes only and without the intent to make a further distribution of such shares. All shares of NSC Common Stock to be issued under the terms of this Agreement shall be issued escrow pursuant to an exemption from the registration requirements Section 1.12. By acceptance of the Securities ActAcquisition Shares, under Section 4(2) of the Securities Act each Company Stockholder acknowledges and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Common Stock to agrees that each such certificate will be issued hereunder shall bear stamped or imprinted with a restrictive legend in substantially the following form: "THE SHARES REPRESENTED SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED FOR SALEDISTRIBUTED, SOLD, TRANSFERRED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OFOFFERED UNLESS THERE IS IN EFFECT A REGISTRATION STATEMENT UNDER SUCH ACT AND LAWS COVERING SUCH SECURITIES OR THE ISSUER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE ISSUER OR A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION INDICATING THAT SUCH DISTRIBUTION, EXCEPT IN COMPLIANCE WITH SALE, TRANSFER, ASSIGNMENT, HYPOTHECATION OR OFFER IS EXEMPT FROM THE REGISTRATION PROVISIONS AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT OR PURSUANT AND LAWS. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN EXEMPTION FROM SUCH REGISTRATION PROVISIONSRESTRICTIONS ON RESALE CONTAINED IN THAT CERTAIN MERGER AGREEMENT, THE AVAILABILITY DATED AS OF DECEMBER 31, 1997, A COPY OF WHICH IS TO BE ESTABLISHED TO AVAILABLE FROM THE SATISFACTION SECRETARY OF THE COMPANYISSUER. (d) All shares of NSC Common Stock to be issued pursuant to Gridline Stock Options and Gridline Warrants shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under the Securities Act. All shares of NSC Common Stock to be issued under, and pursuant to, the terms of the Gridline Stock Options and the Gridline Warrants shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Common Stock to be issued hereunder shall bear a restrictive legend in substantially the form set forth in Section 1.02(c).

Exchange of Shares. (a) At the Closing, NSC will cause to be issued Acquiror is hereby issuing and held holding for delivery to the Gridline Shareholders or their designees, stock certificates representing an aggregate of 47,600,000 10,000,000 shares of NSC Common Acquiror Stock, representing 95.5% of the fully diluted outstanding NSC Common Stock giving effect to such issuance, solely in exchange for all of the issued and outstanding shares of Gridline Capital the Company Stock, which shares will be certificates are being delivered to NSC at the ClosingAcquiror herewith. (b) The shares of NSC Common Stock to be issued pursuant to paragraph (a) of this Section 1.02 will be authorized, Acquiror Shares are duly authorized but theretofore previously unissued shares of NSC Common Acquiror Stock, and will be . The Acquiror Shares are being issued to the Gridline Shareholders or as directed thereby as in the respective amounts set forth in SCHEDULE 1.02(b) Schedule 1.2 annexed hereto and, by this reference, made a part hereof. (c) All shares of NSC Common Stock to be issued hereunder shall be deemed Acquiror Shares are "RESTRICTED SECURITIESrestricted securities" as defined in paragraph (a) of by Rule 144 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT")Act, and each recipient is representing herein that such Person (as such term is defined in the Gridline Shareholders will represent in writing that they are Securities Act) is acquiring said shares for investment purposes only and without the intent to make a further distribution of such the shares. All shares of NSC Common Stock to be Acquiror Shares being issued under the terms of this Agreement shall be are being issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act thereof and the rules Rules and regulations Regulations promulgated thereunder. Certificates representing the shares of NSC Common Stock to be Acquiror Shares issued hereunder shall bear a restrictive legend in substantially the following form: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), AND AND, ACCORDINGLY, MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE DISPOSED OF, SOLD EXCEPT IN COMPLIANCE WITH PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE REGISTRATION PROVISIONS OF SUCH SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONSFROM, OR IN A TRANSACTION NOT SUBJECT TO, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION REGISTRATION REQUIREMENTS OF THE COMPANYSECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. (d) All shares of NSC Common Stock to be issued pursuant to Gridline Stock Options and Gridline Warrants shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under the Securities Act. All shares of NSC Common Stock to be issued under, and pursuant to, the terms of the Gridline Stock Options and the Gridline Warrants shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Common Stock to be issued hereunder shall bear a restrictive legend in substantially the form set forth in Section 1.02(c).

Exchange of Shares. (a) At Immediately following the ClosingMerger, NSC will upon surrender ------------------ by the shareholders of the certificates representing the Dogloo Common Stock, DMC shall cause to be issued and held for delivery to the Gridline Shareholders or their designees, stock Dogloo shareholders certificates representing an aggregate of 47,600,000 the newly issued shares of NSC DMC Common Stock, DMC Series B Preferred Stock and DMC Series C Preferred Stock, as applicable. Each certificate representing 95.5% shares of the fully diluted outstanding NSC DMC Common Stock giving effect to such issuance, in exchange for all of the issued and outstanding shares of Gridline Capital Stock, which shares will be delivered to NSC at the Closing. (b) The shares of NSC Common Stock to be issued pursuant to paragraph (a) of this Section 1.02 will be authorized, but theretofore unissued shares of NSC Common Stock, and will be issued to the Gridline Shareholders stamped or as directed thereby as set forth in SCHEDULE 1.02(b) hereof. (c) All shares of NSC Common Stock to be issued hereunder shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Gridline Shareholders will represent in writing that they are acquiring said shares for investment purposes only and without the intent to make imprinted with a further distribution of such shares. All shares of NSC Common Stock to be issued under the terms of this Agreement shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Common Stock to be issued hereunder shall bear a restrictive legend in substantially the following form: "The shares represented by this certificate are subject to an Amended and Restated Securityholders Agreement dated as of September 19, 1997, which contains restrictions on transfer, rights of first offer, tag-along rights, drag-along rights and certain registration rights. A copy of said Securityholders Agreement may be obtained from the Company by the holder of such certificate." "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER SOLELY FOR ITS OWN ACCOUNT FOR THE PURPOSE OF INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION OF ANY THEREOF. THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 ("ACT") OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH TRANSFERRED WITHOUT REGISTRATION UNDER THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION PROVISIONS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANYTHEREFROM. (d) All " Each certificate representing shares of NSC Common DMC Series B Preferred Stock to and Series C Preferred Stock will be issued pursuant to Gridline Stock Options and Gridline Warrants shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under the Securities Act. All shares of NSC Common Stock to be issued under, and pursuant to, the terms of the Gridline Stock Options and the Gridline Warrants shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Common Stock to be issued hereunder shall bear stamped or imprinted with a restrictive legend in substantially the form set forth in Section 1.02(c)of the second of the two paragraphs immediately preceding this sentence.

Exchange of Shares. (a) At the Closing, NSC The Company will cause to be issued and held for delivery be delivered to the Gridline Shareholders or their designeesWAR, a stock certificates certificate representing an aggregate of 47,600,000 5 shares of NSC Common Stockthe Company’s common stock (or 300,000 shares of Concrete Leveling Systems, representing 95.5% of Inc. (”CLEV”), if the fully diluted outstanding NSC Common Stock giving effect to such issuancecontemplated share exchange between the Company and CLEV has been completed by the Closing Date), in exchange for all of the issued and outstanding shares of Gridline Capital VWI Stock, which VWI shares will be delivered to NSC the Company at the Closing. (b) The shares of NSC Common Stock to be issued pursuant to paragraph (a) of this Section 1.02 will be authorized, but theretofore unissued shares of NSC Common Stock, and will be issued to the Gridline Shareholders or as directed thereby as set forth in SCHEDULE 1.02(b) hereof. (c) All shares of NSC Common Stock the Company’s common stock to be issued hereunder shall be deemed "RESTRICTED SECURITIESRestricted Securities" as defined in paragraph (a) of Rule 144 under the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), and the Gridline Shareholders will represent in writing WAR hereby represents that they are he is acquiring said shares for investment purposes only and without the intent to make a further distribution of such shares. All shares of NSC Common Stock the Company’s common stock to be issued under the terms of this Agreement shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Common Stock the Company’s common stock to be issued hereunder shall bear a restrictive legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION PROVISIONS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION SATIS- FACTION OF THE COMPANY. (d) All shares of NSC Common Stock to be issued pursuant to Gridline Stock Options and Gridline Warrants shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under the Securities Act. All shares of NSC Common Stock to be issued under, and pursuant to, the terms of the Gridline Stock Options and the Gridline Warrants shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Common Stock to be issued hereunder shall bear a restrictive legend in substantially the form set forth in Section 1.02(c).

Exchange of Shares. (a) At the Closing, NSC Print Data will cause to be issued and held for delivery to the Gridline Shareholders Atlantic Shareholder or their his designees, stock certificates representing an aggregate of 47,600,000 22,380,000 shares of NSC Print Data Common Stock, representing 95.5% of the fully diluted outstanding NSC Common Stock giving effect to such issuance, in exchange for all of the issued and outstanding shares of Gridline Atlantic Capital Stock, which shares will be delivered to NSC Print Data at the Closing. (b) The shares of NSC Print Data Common Stock to be issued pursuant to paragraph (a) of this Section 1.02 will be authorized, but theretofore unissued shares of NSC Print Data Common Stock, and will be issued to the Gridline Shareholders or as directed thereby as set forth in SCHEDULE 1.02(b) hereofAtlantic Shareholder. (c) All shares of NSC Print Data Common Stock to be issued hereunder shall be deemed "RESTRICTED SECURITIESrestricted securities" as defined in paragraph (a) of Rule 144 under the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), and the Gridline Shareholders Atlantic Shareholder will represent in writing that they are he is acquiring said shares for investment purposes only and without the intent to make a further distribution of such the shares. All shares of NSC Print Data Common Stock to be issued under the terms of this Agreement shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Print Data Common Stock to be issued hereunder shall will bear a restrictive legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION PROVISIONS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. (d) All shares of NSC Common Stock to be issued pursuant to Gridline Stock Options and Gridline Warrants shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under the Securities Act. All shares of NSC Common Stock to be issued under, and pursuant to, the terms of the Gridline Stock Options and the Gridline Warrants shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Common Stock to be issued hereunder shall bear a restrictive legend in substantially the form set forth in Section 1.02(c).

Exchange of Shares. (a) At Following the ClosingEffective Time of the Merger, NSC will ------------------ as provided for in Section 3.7, upon surrender by the Shareholders of the certificates representing the Investments Common Stock and the Laureate Properties Common Stock, NHP shall cause to be issued and held for delivery to the Gridline Shareholders or their designees, stock certificates representing an aggregate of 47,600,000 shares of NSC Common Stock, representing 95.5% of the fully diluted outstanding NSC Common Stock giving effect to such issuance, in exchange for all of the issued and outstanding shares of Gridline Capital Stock, which shares will be delivered to NSC at the Closing. (b) The shares of NSC Common Stock to be issued pursuant to paragraph (a) of this Section 1.02 will be authorized, but theretofore unissued shares of NSC Common Stock, and will be promptly issued to the Gridline Shareholders or as directed thereby as set forth in SCHEDULE 1.02(b) hereof. (c) All shares of NSC Common Stock to be issued hereunder shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Gridline Shareholders will represent in writing that they are acquiring said shares for investment purposes only and without the intent to make a further distribution of such shares. All shares of NSC Common Stock to be issued under the terms of this Agreement shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates certificates representing the shares of NSC Common Stock NHP Stock, pursuant to Sections 2.4 and 2.5. Each such certificate will be issued hereunder shall bear stamped or imprinted with a restrictive legend in substantially the following form: "THE SHARES REPRESENTED SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED FOR SALEDISTRIBUTED, SOLD, TRANSFERRED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OFOFFERED UNLESS THERE IS IN EFFECT A REGISTRATION STATEMENT UNDER SUCH ACT AND LAWS COVERING SUCH SECURITIES OR THE ISSUER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE ISSUER OR A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION INDICATING THAT SUCH DISTRIBUTION, EXCEPT IN COMPLIANCE WITH SALE, TRANSFER, ASSIGNMENT, HYPOTHECATION OR OFFER IS EXEMPT FROM THE REGISTRATION PROVISIONS AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT OR PURSUANT AND LAWS. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN EXEMPTION FROM SUCH REGISTRATION PROVISIONSRESTRICTIONS ON RESALE CONTAINED IN THAT CERTAIN INVESTOR REPRESENTATION LETTER, THE AVAILABILITY DATED AS OF _________________, A COPY OF WHICH IS TO BE ESTABLISHED TO AVAILABLE WITH THE SATISFACTION ASSISTANT SECRETARY OF THE COMPANYISSUER. (d) All shares of NSC Common Stock to be issued pursuant to Gridline Stock Options and Gridline Warrants shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under the Securities Act. All shares of NSC Common Stock to be issued under, and pursuant to, the terms of the Gridline Stock Options and the Gridline Warrants shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Common Stock to be issued hereunder shall bear a restrictive legend in substantially the form set forth in Section 1.02(c).

Exchange of Shares. (a) At the Closing, NSC will cause to The exchange of share certificates shall be issued and held for delivery effected by Emerald. Emerald shall deliver to the Gridline Shareholders or their designees, of American Polymer certificates for the shares of Emerald Common Stock in exchange for stock certificates representing an aggregate of 47,600,000 shares of NSC Common Stock, representing 95.5% of the fully diluted outstanding NSC American Polymer Common Stock giving effect to such issuance, in exchange for all of the issued and outstanding shares of Gridline Capital Stock, which shares will be delivered to NSC at the Closing. (b) The shares of NSC Common Stock to be issued pursuant to paragraph (a) of this Section 1.02 will be authorized, but theretofore unissued shares of NSC Common Stock, and will be issued to the Gridline Shareholders or as directed thereby as set forth in SCHEDULE 1.02(b) hereof. (c) All shares of NSC Common Stock to be issued hereunder shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Gridline Shareholders will represent in writing that they are acquiring said shares for investment purposes only and without the intent to make a further distribution of such shares. All shares of NSC Common Stock to be issued under the terms of this Agreement Agreement. Each holder of an outstanding certificate or certificates representing American Polymer Common Stock shall be issued entitled, upon surrender of such certificate(s) to Emerald, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, with signatures guaranteed by a bank or brokerage firm, to receive a certificate representing the number of shares of Emerald Common Stock into which American Polymer Common Stock shall have been converted pursuant to an exemption from the registration requirements of Merger. At the Securities ActEffective Time, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Emerald will issue to all American Polymer Shareholders, certificates for Emerald Common Stock in exchange for their American Polymer Common stock. All Emerald stock certificates issued to be issued hereunder the Shareholders of American Polymer at the Effective Time shall bear contain a restrictive legend substantially in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT") OR ANY STATE SECURITIES ACT AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE DISPOSED OFTRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, EXCEPT AS AMENDED, AND APPLICABLE STATE SECURITIES ACTS; (B) EMERALD HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO IT TO THE EFFECT THAT NO REGISTRATION IS LEGALLY REQUIRED FOR SUCH TRANSFER; OR (C) THESE SECURITIES ARE SOLD IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION PROVISIONS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANYACT. (d) All shares of NSC Common Stock to be issued pursuant to Gridline Stock Options and Gridline Warrants shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under the Securities Act. All shares of NSC Common Stock to be issued under, and pursuant to, the terms of the Gridline Stock Options and the Gridline Warrants shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Common Stock to be issued hereunder shall bear a restrictive legend in substantially the form set forth in Section 1.02(c).

Exchange of Shares. (ai) At Promptly following the Closing, NSC will cause to issuance of the Common Shares on the Closing Date the Common Shares shall be issued and held exchanged for delivery to the Gridline Shareholders or their designees, stock certificates representing an aggregate of 47,600,000 shares of NSC Common Stock, representing 95.5% of the fully diluted outstanding NSC Chanticleer Common Stock giving effect to such issuance, (the “Exchange Shares”) on the terms described in exchange for all of the issued and outstanding shares of Gridline Capital Stock, which shares will Merger Agreement. Such Exchange Shares shall be delivered to NSC each Buyer by crediting to such Buyer’s or its designee’s balance account within (i) with respect to the Exchange Shares being issued in exchange of the Initial Common Shares, two (2) Trading Days following the Closing Date and (ii) with respect to the Exchange Shares being issued in exchange of any Additional Common Shares, on the applicable Additional Exchange Shares Delivery Date. Notwithstanding anything to the contrary contained herein, in no event will any Exchange Shares be delivered with any restrictive legends or any restrictions or limitations on resale by the Buyers, except to the extent any Buyer is then an affiliate of Chanticleer. If Chanticleer and/or the Transfer Agent requires any legal opinions with respect to the delivery of any Exchange Shares without restrictive legends or the removal of any such restrictive legends, Chanticleer agrees to cause at the Closingits expense its legal counsel to issue any such legal opinions. (bii) The shares of NSC Common Stock to be issued pursuant to paragraph (a) of this Section 1.02 will be authorized, but theretofore unissued shares of NSC Common Stock, So long as such Buyer has paid its Purchase Price hereunder and will be issued to has complied with the Gridline Shareholders or as directed thereby as set forth in SCHEDULE 1.02(b) hereof. (c) All shares of NSC Common Stock to be issued hereunder shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Gridline Shareholders will represent in writing that they are acquiring said shares for investment purposes only and without the intent to make a further distribution of such shares. All shares of NSC Common Stock to be issued under the terms of this Agreement shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Common Stock to be issued hereunder shall bear a restrictive legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION PROVISIONS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. (d) All shares of NSC Common Stock to be issued pursuant to Gridline Stock Options and Gridline Warrants shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under the Securities Act. All shares of NSC Common Stock to be issued under, and pursuant to, the terms of the Gridline Stock Options and the Gridline Warrants shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Common Stock to be issued hereunder shall bear a restrictive legend in substantially the form set forth in Section 1.02(c2.2 of the Merger Agreement, as applicable, if Chanticleer shall fail for any reason or for no reason to credit such Buyer’s or its designee’s balance account with DTC within two (2) Trading Days following the Closing Date (the “Merger Delivery Date”) the applicable Exchange Shares with respect to the Initial Common Shares to which such Buyer is entitled hereunder (a “Merger Delivery Failure”), then, in addition to all other remedies available to such Buyer, Chanticleer shall pay in cash to such Buyer on each day after such Merger Delivery Date that Chanticleer shall fail to credit such Buyer’s or its designee’s balance account with DTC for the number of shares of Chanticleer Common Stock to which such Buyer is entitled pursuant to the exchange of the Initial Common Shares for Chanticleer Common Stock pursuant to the Merger, an amount equal to 2.0% of the product of (A) the number of Exchange Shares with respect to the Initial Common Shares not delivered to such Buyer on or prior to the Merger Delivery Date and to which the Buyer is entitled, and (B) any trading price of the Chanticleer Common Stock selected by the Buyer in writing as in effect at any time during the period beginning on the Merger Delivery Date and ending on the date Chanticleer makes the applicable cash payment, and if on or after such Trading Day such Buyer (or any Person in respect of, or on behalf, of such Buyer) purchases (in an open market transaction or otherwise) shares of Chanticleer Common Stock related to the applicable Merger Delivery Failure, then, in addition to all other remedies available to such Buyer, Chanticleer shall, within two (2) Trading Days after such Buyer’s request and in such Buyer’s discretion, either (i) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Chanticleer Common Stock so purchased (the “Merger Buy-In Price”), at which point Chanticleer’s obligation to credit such Buyer’s or its designee’s balance account with DTC for such shares of Chanticleer Common Stock shall terminate, or (ii) promptly honor its obligation to credit such Buyer’s or its designee’s balance account with DTC and pay cash to such Buyer in an amount equal to the excess (if any) of the Merger Buy-In Price over the product of (A) such number of shares of Chanticleer Common Stock, multiplied by (B) any trading price of the Chanticleer Common Stock selected by such Buyer in writing as in effect at any time during the period beginning on the Merger Delivery Date and ending on the date of such delivery and payment under this Section 5(d)(ii). Nothing shall limit any Buyer’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to Chanticleer’s failure to timely electronically deliver shares of Chanticleer Common Stock as required pursuant to the terms hereof.

Exchange of Shares. (a) At The Acquiror and Acquiree Stockholders and the Closing, NSC will cause to be issued and held for delivery ------------------ Debenture Holders of Debentures that are convertible into the Acquiree's Common Stock have agreed to the Gridline Shareholders or terms of this Agreement and agree that their designees, stock certificates representing an aggregate of 47,600,000 shares of NSC Common Stock, representing 95.5% of the fully diluted outstanding NSC Common Stock giving effect to such issuance, in exchange for all of the issued and outstanding shares of Gridline Capital Stockthe Acquiree's Common Stock shall be exchanged at Closing (or subsequent to the Closing as defined hereunder) with up to a maximum of 8,500,000 shares of the Acquiror's voting common stock (or such lesser number of shares of common voting shares as agreed upon), which it being the intent of this exchange that the Acquiree's stockholders shall exchange their shares of common voting stock for not less than eighty one percent (81%) of the total issued and outstanding of the Acquiror's shares of all classes as calculated on a fully diluted basis, subsequent to the Closing date. (a) The Acquiror shares will be delivered on the Closing Date (or subsequent to NSC at the ClosingClosing Date where required), as hereinafter defined, to Acquiree stockholders or Holders of Debentures convertible into shares of the Acquiree, in exchange for their Acquiree shares. With the exception of the Acquiree's stockholders described and stipulated in Paragraph 3 hereinbelow, the Acquiree stockholders agree that they will hold such Acquiror shares for investment purposes and not for further public distribution and agree that the Acquiror shares shall be appropriately restricted. (b) The Following a recent 1 for 2 reverse split approved by the Acquiror's stockholders, the Acquiror currently has 1,500,000 shares of NSC Common Stock to be issued pursuant to paragraph common stock (arepresenting all classes of stock issued) of this Section 1.02 will be authorized, but theretofore unissued shares of NSC Common Stock, on a fully diluted basis outstanding and will be issued to the Gridline Shareholders or as directed thereby as set forth in SCHEDULE 1.02(b) hereofissued. (c) All The Acquiror shall issue up to a maximum of 8,500,000 shares of NSC Common Stock its common voting shares in exchange for the Acquiree's common voting shares or to be Debenture Holders of the Acquiree who have elected to convert their Debentures into shares of the Acquiree at the Closing, (or subsequent to the Closing Date as required) representing the consideration Acquiror is giving for the outstanding Acquiree shares. It is contemplated that the Acquiror will issue Acquiror shares to Acquiree stockholders on a pro rata basis for Acquiree shares acquired. Thus Acquiror will issue up to 8,500,000 Acquiror shares to Acquiree stockholders and Debenture Holders in the event all outstanding shares of common stock of the Acquiree and all shares issued hereunder to convert outstanding Debentures into shares of the Acquiree are acquired from Acquiree stockholders. (i) Up to a maximum of 6,115,500 Acquiror shares shall be deemed "RESTRICTED SECURITIES" as defined restricted in paragraph (a) of accordance with Rule 144 under the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Gridline Shareholders will represent in writing that they are acquiring said shares for investment purposes only and without the intent to make a further distribution of such shares. All shares of NSC Common Stock to be issued under the terms of this Agreement shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and shall be so noted on the rules face of the certificate. (Exhibit "A") (ii) Up to a maximum of 1,996,517 Acquiror shares Exhibit "B" and regulations promulgated thereunder"C") shall be restricted in accordance with Xxxxxxxxx 0 xxxxxxxxxxx. (x) It is the intent to make this offer to all Acquiree Stockholders and Debenture Holders, holding Debentures that are convertible into Acquiree shares. Certificates representing To the extent that any of said Acquiree stockholders and/or Debenture Holders elect not to accept said offer, the number of Acquiror shares of NSC Common Stock to be issued hereunder will be reduced on a pro rata basis. However, this transaction shall bear a restrictive legend closed only in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION PROVISIONS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. (d) All shares of NSC Common Stock event Acquiror is able to be issued pursuant to Gridline Stock Options and Gridline Warrants shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under the Securities Act. All shares of NSC Common Stock to be issued under, and pursuant to, the terms acquire at least 81% of the Gridline Stock Options and the Gridline Warrants shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Common Stock to be issued hereunder shall bear a restrictive legend in substantially the form set forth in Section 1.02(c)outstanding Acquiree shares.

Exchange of Shares. (a) At the Closing, NSC GTRL will cause to be issued and held for delivery to the Gridline Shareholders TB Stockholders or their designees, stock certificates representing an aggregate of 47,600,000 Seven Hundred Fifty Thousand (750,000) shares of NSC Common Stock, representing 95.5% of the fully diluted outstanding NSC GTRL Common Stock giving effect to such issuance, in exchange for all of the issued and outstanding shares of Gridline Capital TB Common Stock, which shares will be delivered to NSC GTRL at the Closing. (b) The shares of NSC GTRL Common Stock to be issued pursuant to paragraph (a) of this Section 1.02 1.2 will be authorized, but theretofore unissued shares of NSC GTRL Common Stock, and will be issued to the Gridline Shareholders or as directed thereby as set forth in SCHEDULE 1.02(b) hereofTB Stockholders. (c) All shares of NSC GTRL Common Stock to be issued hereunder shall be deemed "“RESTRICTED SECURITIES" ” as defined in paragraph (a) of Rule 144 under the Securities Act of 1933, as amended (the "“SECURITIES ACT"”), and the Gridline Shareholders TB Stockholders will represent in writing that they are acquiring said shares for investment purposes only and without the intent to make a further distribution of such shares. All shares of NSC GTRL Common Stock to be issued under the terms of this Agreement shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC GTRL Common Stock to be issued hereunder shall bear a restrictive legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION PROVISIONS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. (d) All shares of NSC Common Stock to be issued pursuant to Gridline Stock Options and Gridline Warrants shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under the Securities Act. All shares of NSC Common Stock to be issued under, and pursuant to, the terms of the Gridline Stock Options and the Gridline Warrants shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Common Stock to be issued hereunder shall bear a restrictive legend in substantially the form set forth in Section 1.02(c).

Exchange of Shares. (a) At the Closing, NSC Golden Health will cause to be issued and held for delivery to the Gridline Joy Power Shareholders or their designees, stock certificates representing an aggregate of 47,600,000 54,000,000 shares of NSC Golden Health Common Stock, representing 95.5% of the fully diluted outstanding NSC Common Stock giving effect to such issuance, in exchange for all of the issued and outstanding shares of Gridline Joy Power Capital StockStock or other equity interests in Joy Power, which shares or other interests will be delivered to NSC Golden Health at the Closing. (b) The shares of NSC Golden Health Common Stock to be issued pursuant to paragraph (a) of this Section 1.02 will be authorized, but theretofore unissued unissued, shares of NSC Golden Health Common Stock, and . Such shares of Golden Health Common Stock will be issued to the Gridline Joy Power Shareholders or as directed thereby as in the respective amounts set forth in SCHEDULE 1.02(b) Schedule A hereto and, by this reference, made a part hereof. (c) All shares of NSC Golden Health Common Stock to be issued hereunder shall be deemed "RESTRICTED SECURITIES" “restricted securities” as defined in paragraph (a) of Rule 144 under the Securities Act of 1933, as amended (the "SECURITIES ACT"“Securities Act”), and the Gridline Shareholders each recipient will represent in writing that they are he or she is acquiring said shares for investment purposes only and without the intent to make a further distribution of such the shares. All shares of NSC Golden Health Common Stock to be issued under the terms of this Agreement shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Golden Health Common Stock to be issued hereunder shall will bear a restrictive legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION PROVISIONS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. (d) All The shares of NSC Common Stock to be issued pursuant to Gridline Stock Options and Gridline Warrants shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 represented by this certificate have not been registered under the Securities Act. All shares Act of NSC Common Stock to be issued under1933, as amended, and pursuant tomay not be offered for sale, sold, or otherwise disposed of, except in compliance with the terms registration provisions of the Gridline Stock Options and the Gridline Warrants shall be issued such Act or pursuant to an exemption from such registration provisions, the registration requirements availability of which is to be established to the satisfaction of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Common Stock to be issued hereunder shall bear a restrictive legend in substantially the form set forth in Section 1.02(c)Company.

Exchange of Shares. (a) At the Closing, NSC will cause Subject to be issued and held for delivery to the Gridline Shareholders or their designees, stock certificates representing an aggregate of 47,600,000 shares of NSC Common Stock, representing 95.5% of the fully diluted outstanding NSC Common Stock giving effect to such issuance, in exchange for all of the issued terms and outstanding shares of Gridline Capital Stockconditions hereof and in reliance on the representations and warranties set forth or referred to herein, which shares will be delivered to NSC and except for the SALICO Reservation, at the ClosingClosing Time each of the SALICO Shareholders severally agrees to exchange, transfer and assign all the SALICO Shares he will own at the Closing Time, being the number set out opposite his name in the attached Schedule 2.1(a), to Etna in consideration of Etna’s issuance to such SALICO Shareholder of that number of Etna Exchange Shares set out opposite his name in the said Schedule 2.1(a). (b) The shares SALICO Shareholders agree to abide by all applicable resale restrictions and hold periods imposed by Applicable Securities Legislation and the TSXV. (c) The SALICO Shareholders and Gareste acknowledge that Etna has advised such SALICO Shareholders and Gareste that Etna is relying on an exemption from the prospectus and registration requirements of NSC Common Stock the Applicable Securities Legislation, and, as a consequence, the SALICO Shareholders will not be entitled to certain protections, rights and remedies available under Applicable Securities Legislation, including statutory rights of rescission or damages, and the SALICO Shareholders will not receive information that would otherwise be required to be provided to the SALICO Shareholders pursuant to Applicable Securities Legislation. (d) The SALICO Shareholders who are U.S. Persons acknowledge and agree that the Etna Exchange Shares will be issued pursuant to paragraph (a) a safe harbour from the prospectus and registration requirements of this Section 1.02 the 1933 Act. All certificates representing the Etna Exchange Shares issued on Closing to U.S. Persons will be authorized, but theretofore unissued shares of NSC Common Stock, endorsed with restricted legends in the same form as the following legend pursuant to the 1933 Act in order to reflect the fact that the Etna Exchange Shares are restricted securities and will be issued to the Gridline SALICO Shareholders or as directed thereby as set forth in SCHEDULE 1.02(b) hereof. (c) All shares of NSC Common Stock to be issued hereunder shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Gridline Shareholders will represent in writing that they who are acquiring said shares for investment purposes only and without the intent to make a further distribution of such shares. All shares of NSC Common Stock to be issued under the terms of this Agreement shall be issued U.S. Persons pursuant to an exemption a safe harbour from the registration requirements of the Securities 1933 Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Common Stock to be issued hereunder shall bear a restrictive legend in substantially the following form: “NONE OF THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND WERE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “1933 ACT”), AND AND, ACCORDINGLY, MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE DISPOSED OF, SOLD EXCEPT IN COMPLIANCE WITH PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE REGISTRATION PROVISIONS OF SUCH 1933 ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONSFROM, OR IN A TRANSACTION NOT SUBJECT TO, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION REGISTRATION REQUIREMENTS OF THE COMPANY1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.” (de) All shares of NSC Common Stock Each SALICO Shareholder who is a U.S. Person agrees to complete and execute the Accredited Investor Questionnaire set out on Schedule 2.1(e) attached hereto. Each SALICO Shareholder agrees that the representations set out in Schedule 2.1(e) as executed by the SALICO Shareholder will be issued pursuant to Gridline Stock Options true and Gridline Warrants shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under complete on the Securities Act. All shares of NSC Common Stock to be issued under, and pursuant to, the terms of the Gridline Stock Options and the Gridline Warrants shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Common Stock to be issued hereunder shall bear a restrictive legend in substantially the form set forth in Section 1.02(c)Closing Date.

Exchange of Shares. (a) At the Closing, NSC CWTI will cause to be issued and held for delivery to the Gridline SheerVision Shareholders or their designees, stock certificates representing an aggregate of 47,600,000 9,525,137 shares of NSC CWTI Common Stock, representing 95.595% of the fully diluted outstanding NSC CWTI Common Stock giving effect to such issuanceissuance and the cancellation of any shares of CWTI Common Stock held beneficially or of record by SheerVision, in exchange for all of the issued and outstanding shares of Gridline SheerVision Capital Stock, which shares will be delivered to NSC CWTI at the Closing. (b) The shares of NSC CWTI Common Stock to be issued pursuant to paragraph (a) of this Section 1.02 will be authorized, but theretofore unissued shares of NSC CWTI Common Stock, and will be issued to the Gridline SheerVision Shareholders or as directed thereby as set forth in SCHEDULE Schedule 1.02(b) hereof. (c) All shares of NSC CWTI Common Stock to be issued hereunder shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Gridline SheerVision Shareholders will represent in writing that they are acquiring said shares for investment purposes only and without the intent to make a further distribution of such shares. All shares of NSC CWTI Common Stock to be issued under the terms of this Agreement shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC CWTI Common Stock to be issued hereunder shall bear a restrictive legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION PROVISIONS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. (d) All shares of NSC Common Stock to be issued pursuant to Gridline Stock Options and Gridline Warrants shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under the Securities Act. All shares of NSC Common Stock to be issued under, and pursuant to, the terms of the Gridline Stock Options and the Gridline Warrants shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Common Stock to be issued hereunder shall bear a restrictive legend in substantially the form set forth in Section 1.02(c).

Exchange of Shares. (a) At the Closing, NSC will cause to The Exchange of share certificates shall be issued and held for delivery effected by Emerald. Emerald shall deliver to the Gridline Shareholders or their designees, stock Stockholders certificates representing an aggregate of 47,600,000 for the shares of NSC Common Stock, representing 95.5% of the fully diluted outstanding NSC Common Stock giving effect to such issuance, in exchange for all of the issued and outstanding shares of Gridline Capital Stock, which shares will be delivered to NSC at the Closing. (b) The shares of NSC Emerald Common Stock to be issued Exchanged for stock certificates representing all shares of CGC Common Stock pursuant to paragraph (a) of this Section 1.02 will be authorized, but theretofore unissued shares of NSC Common Stock, and will be issued to the Gridline Shareholders or as directed thereby as set forth in SCHEDULE 1.02(b) hereof. (c) All shares of NSC Common Stock to be issued hereunder shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Gridline Shareholders will represent in writing that they are acquiring said shares for investment purposes only and without the intent to make a further distribution of such shares. All shares of NSC Common Stock to be issued under the terms of this Agreement Agreement. Each holder of an outstanding certificate or certificates representing CGC Common Stock shall be issued entitled, upon surrender of such certificate(s) to Emerald, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, to receive a certificate representing the number of shares of Emerald Common Stock into which CGC Common Stock shall have been Converted pursuant to an exemption from the registration requirements of Merger. All Emerald stock certificates issued to the Securities Act, under Section 4(2) of Stockholders at the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Common Stock to be issued hereunder Effective Time shall bear contain a restrictive legend substantially in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT") OR ANY STATE SECURITIES ACT AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE DISPOSED OFTRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, EXCEPT AS AMENDED, AND APPLICABLE STATE SECURITIES ACTS; (B) EMERALD HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL, BOTH OF WHICH OPINION AND COUNSEL SHALL BE REASONABLY ACCEPTABLE TO EMERALD, TO THE EFFECT THAT NO REGISTRATION IS LEGALLY REQUIRED FOR SUCH TRANSFER; OR (C) THESE SECURITIES ARE SOLD IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION PROVISIONS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. (d) All shares ACT. No opinion of NSC Common Stock to be issued pursuant to Gridline Stock Options and Gridline Warrants counsel shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) required with respect to the transfer of Rule 144 under the Securities Act. All shares of NSC Common Stock to be issued under, and pursuant to, the terms of the Gridline Stock Options and the Gridline Warrants shall be issued pursuant to an exemption from the registration requirements of Stockholders to the Securities Act, under Section 4(2) of Escrow Agent or from the Securities Act and Escrow Agent to the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Common Stock to be issued hereunder shall bear a restrictive legend in substantially the form set forth in Section 1.02(c)Stockholders.

Exchange of Shares. (a) At the Closing, NSC Rapid Link will cause to be issued and held for delivery to the Gridline Shareholders or their designeesBlackbird, stock certificates representing an aggregate of 47,600,000 10,000,000 shares of NSC Common Rapid Link Preferred Stock, convertible into 520,000,000 shares of Rapid Link Common Stock (and having the other rights and preferences set forth in the Certificate of Designation of the Rapid Link Preferred Stock in the form of Exhibit D hereto), representing 95.580% of the fully diluted outstanding NSC Common Stock voting control of Rapid Link giving effect to such issuance, issuance and the transactions contemplated hereby in exchange for all of the issued and outstanding shares of Gridline Mr. Prepaid Capital Stock, which shares will be delivered by Blackbird to NSC Rapid Link at the Closing. (b) The shares of NSC Common Rapid Link Preferred Stock to be issued pursuant to paragraph (a) of this Section 1.02 1.3 will be authorized, but theretofore unissued unissued, shares of NSC Common Rapid Link Preferred Stock, and will be issued to the Gridline Shareholders Blackbird or as directed thereby as set forth in SCHEDULE 1.02(bSchedule 1.3(b) hereofhereto. (c) All shares of NSC Common Rapid Link Preferred Stock to be issued hereunder pursuant hereto shall be deemed "RESTRICTED SECURITIES" “restricted securities” as defined in paragraph (a) of Rule 144 under the Securities Act of 1933, as amended (the "SECURITIES ACT")Act, and the Gridline Shareholders Blackbird will represent in writing that they are it is acquiring said such shares for investment purposes only and without only; provided, however, that Blackbird may distribute such shares to the intent Blackbird Stockholders pursuant to make a further distribution one or more exemptions from the registration requirements of such sharesthe Securities Act following the earlier of the Subsequent Closing or the termination of this Agreement in accordance with the terms hereof. All shares of NSC Common Rapid Link Preferred Stock to be issued under the terms of this Agreement shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Common Rapid Link Preferred Stock to be issued hereunder shall bear a restrictive legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED FOR SALE, SOLD, SOLD OR OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION PROVISIONS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANYRAPID LINK. (d) All shares of NSC Common Stock to be issued pursuant to Gridline Stock Options and Gridline Warrants shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under the Securities Act. All shares of NSC Common Stock to be issued under, and pursuant to, the terms of the Gridline Stock Options and the Gridline Warrants shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Common Stock to be issued hereunder shall bear a restrictive legend in substantially the form set forth in Section 1.02(c).

Exchange of Shares. (ai) At Promptly following the Closingissuance of the Preferred Shares on the Closing Date (x) the Preferred Shares shall be exchanged for shares of Seneca Common Stock (the "Exchange Shares") and (y) the Bridge Warrants will be exchanged for identical Seneca warrants to purchase shares of Seneca Common Stock (the "Exchange Warrants"), NSC will cause in each case, at the completion of the Merger on the terms described in the Merger Agreement, the most recent draft thereof as of the date of this Agreement provided to such Buyer for such Buyer’s review (the “Draft Merger Agreement”). Such Exchange Shares shall be issued and held for delivery delivered to each Buyer by crediting to such Buyer's or its designee's balance account within (i) with respect to the Gridline Shareholders or their designees, stock certificates representing an aggregate of 47,600,000 shares of NSC Common Stock, representing 95.5% Exchange Shares being issued in exchange of the fully diluted outstanding NSC Common Stock giving effect Initial Preferred Shares not subject to Section 1(c)(v), two (2) Trading Days following the Closing Date and (ii) with respect to the Exchange Shares being issued in exchange of any Preferred Shares (excluding such issuanceInitial Preferred Shares set forth in the immediately preceding clause (i)), on the applicable Exchange Shares Delivery Date. Promptly following the Merger (but, in exchange for all of any event, no later than one (1) Trading Day thereafter), the issued and outstanding shares of Gridline Capital Stock, which shares Exchange Warrants will be delivered to NSC the Buyers. Notwithstanding anything to the contrary contained herein, in no event will any Exchange Shares, shares of Seneca Common Stock issuable upon exercise of Exchange Warrants or Exchange Warrants be delivered with any restrictive legends or any restrictions or limitations on resale by the Buyers, except to the extent any Buyer is then an affiliate of Seneca. If Seneca and/or the Transfer Agent requires any legal opinions with respect to the delivery of any Exchange Shares, Exchange Warrants or shares of Seneca Common Stock issuable upon exercise of Exchange Warrants without restrictive legends or the removal of any such restrictive legends, Seneca agrees to cause at the Closingits expense its legal counsel to issue any such legal opinions. (bii) The shares of NSC Common Stock to be issued pursuant to paragraph (a) of this Section 1.02 will be authorized, but theretofore unissued shares of NSC Common Stock, So long as such Buyer has paid its Purchase Price hereunder and will be issued to has complied with the Gridline Shareholders or as directed thereby as set forth in SCHEDULE 1.02(b) hereof. (c) All shares of NSC Common Stock to be issued hereunder shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Gridline Shareholders will represent in writing that they are acquiring said shares for investment purposes only and without the intent to make a further distribution of such shares. All shares of NSC Common Stock to be issued under the terms of this Agreement shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Common Stock to be issued hereunder shall bear a restrictive legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION PROVISIONS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. (d) All shares of NSC Common Stock to be issued pursuant to Gridline Stock Options and Gridline Warrants shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under the Securities Act. All shares of NSC Common Stock to be issued under, and pursuant to, the terms of the Gridline Stock Options and the Gridline Warrants shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Common Stock to be issued hereunder shall bear a restrictive legend in substantially the form set forth in Section 1.02(c2.7 of the Merger Agreement, as applicable, if, following the completion of the Merger, Seneca shall fail for any reason or for no reason to credit such Buyer's or its designee's balance account with DTC within two (2) Trading Days following the Closing Date (the "Merger Delivery Date") the applicable Exchange Shares with respect to the Initial Preferred Shares to which such Buyer is entitled hereunder (a "Merger Delivery Failure"), then, in addition to all other remedies available to such Buyer, Seneca shall pay in cash to such Buyer on each day after such Merger Delivery Date that Seneca shall fail to credit such Buyer's or its designee's balance account with DTC for the number of shares of Seneca Common Stock to which such Buyer is entitled pursuant to the exchange of the Initial Preferred Shares for Seneca Common Stock pursuant to the Merger, an amount equal to 2.0% of the product of (A) the number of Exchange Shares with respect to the Initial Preferred Shares not delivered to such Buyer on or prior to the Merger Delivery Date and to which the Buyer is entitled, and (B) any trading price of the Seneca Common Stock selected by the Buyer in writing as in effect at any time during the period beginning on the Merger Delivery Date and ending on the date Seneca makes the applicable cash payment, and if on or after such Trading Day such Buyer (or any Person in respect of, or on behalf, of such Buyer) purchases (in an open market transaction or otherwise) shares of Seneca Common Stock related to the applicable Merger Delivery Failure, then, in addition to all other remedies available to such Buyer, Seneca shall, within two (2) Trading Days after such Buyer's request and in such Buyer's discretion, either (i) pay cash to such Buyer in an amount equal to such Buyer's total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Seneca Common Stock so purchased (the "Merger Buy-In Price"), at which point Seneca's obligation to credit such Buyer's or its designee's balance account with DTC for such shares of Seneca Common Stock shall terminate, or (ii) promptly honor its obligation to credit such Buyer's or its designee's balance account with DTC and pay cash to such Buyer in an amount equal to the excess (if any) of the Merger Buy-In Price over the product of (A) such number of shares of Seneca Common Stock, multiplied by (B) any trading price of the Seneca Common Stock selected by such Buyer in writing as in effect at any time during the period beginning on the Merger Delivery Date and ending on the date of such delivery and payment under this Section 5(d)(ii). Nothing shall limit any Buyer's right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to Seneca's failure to timely electronically deliver shares of Seneca Common Stock as required pursuant to the terms hereof.

Exchange of Shares. At and as of the Closing Date: (a) At The Shareholders will transfer and deliver to UBICS all of the Closing, NSC will cause to be shares of the Company's capital stock consisting of 50,000 equity shares of Rupees Ten (Rs. 10/-) each (the "COMPANY STOCK") issued and held for delivery outstanding immediately prior to the Gridline Shareholders or their designees, stock certificates representing an aggregate of 47,600,000 shares of NSC Common Stock, representing 95.5% of the fully diluted outstanding NSC Common Stock giving effect to such issuance, Closing Date in exchange for all 20,000 shares (the "EXCHANGE SHARES") of UBICS' common stock, par value $.01 per share (the issued and outstanding shares of Gridline Capital Stock"UBICS COMMON STOCK"), which shares will such Exchange Shares to be delivered to NSC at apportioned among the Closing.Shareholders as set forth on Exhibit A hereto; (b) The upon the surrender by the Shareholders of certificates (or evidence of lost certificates reasonably acceptable to UBICS) representing all of the outstanding shares of NSC the Company Stock to UBICS, UBICS shall deliver to the Shareholders certificates representing the Exchange Shares; (c) all of the shares of UBICS Common Stock previously issued and outstanding shall remain issued and outstanding and shall not be affected by the Exchange; and (d) the Exchange Shares to be issued pursuant to paragraph (a) of this Section 1.02 will be authorized, but theretofore unissued shares of NSC Common Stock, and will be issued to the Gridline Shareholders or as directed thereby as set forth in SCHEDULE 1.02(b) hereof. (c) All shares will not at the time of NSC Common Stock to issuance be issued hereunder shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 registered under the Securities Act of 1933, as amended (the "SECURITIES ACT"), on the ground that the issuance thereof in the Exchange is exempt from registration pursuant to Section 4(2) thereof and/or Regulation D thereunder. The parties understand that the availability of such exemption is based in part upon the imposition of restrictions on the transfer of the Exchange Shares, upon certain information supplied to UBICS by the Company and the Gridline Shareholders will represent and upon the representations of the Company and the Shareholders set forth in writing that they are acquiring said shares for investment purposes only and without the intent to make a further distribution of such sharesthis Agreement. All shares of NSC Common Stock to The Exchange Shares may not be issued under the terms of this Agreement shall be issued transferred except pursuant to an exemption from the effective registration requirements of the Securities Act, statement under Section 4(2) of the Securities Act or an exemption from such registration requirements and compliance with applicable state securities law. The following legend will be placed on the rules and regulations promulgated thereunder. Certificates certificates representing the shares of NSC Common Stock to be issued hereunder shall bear a restrictive legend in substantially the following formExchange Shares: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED1933 OR ANY STATE SECURITIES LAWS, AND SUCH SHARES MAY NOT BE OFFERED FOR SALE, SOLD, ENCUMBERED OR OTHERWISE DISPOSED OF, TRANSFERRED EXCEPT IN COMPLIANCE WITH THE PURSUANT TO AN EFFECTIVE REGISTRATION PROVISIONS OF STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION PROVISIONSREQUIREMENT, AND, IF AN EXEMPTION SHALL BE APPLICABLE, THE AVAILABILITY HOLDER SHALL HAVE DELIVERED AN OPINION OF WHICH IS TO BE ESTABLISHED COUNSEL REASONABLY ACCEPTABLE TO THE SATISFACTION OF THE COMPANY. COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. UBICS may instruct its transfer agent to place stop transfer orders against any transfer of the Exchange Shares in violation of this subsection (d) All shares of NSC Common Stock to be issued pursuant to Gridline Stock Options and Gridline Warrants shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under the Securities Act. All shares of NSC Common Stock to be issued under, and pursuant to, the terms of the Gridline Stock Options and the Gridline Warrants shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Common Stock to be issued hereunder shall bear a restrictive legend in substantially the form set forth in Section 1.02(c).

Exchange of Shares. (ai) At Promptly following the Closingissuance of the Common Shares on the Closing Date, NSC will cause the Common Shares shall be exchanged for shares of Rexahn Common Stock (the “Exchange Shares”) at the completion of the Merger on the terms described in that certain Agreement and Plan of Merger and Reorganization, to be issued executed on the date hereof, by and held for delivery among Rexahn, Razor Merger Sub, Inc. and Ocuphire (as may be amended, supplemented or modified from time to time by the Gridline Shareholders or their designeesparties thereto, stock certificates representing an aggregate of 47,600,000 shares of NSC Common Stockthe “Executed Merger Agreement”), representing 95.5% the most recent draft thereof as of the fully diluted outstanding NSC Common Stock giving effect date of this Agreement provided to such issuance, in exchange Buyer for all of such Buyer’s review (the issued and outstanding shares of Gridline Capital Stock, which shares will “Draft Merger Agreement”). Such Exchange Shares shall be delivered to NSC each Buyer by crediting to such Buyer’s or its designee’s balance account within (i) with respect to the Exchange Shares being issued in exchange of the Initial Common Shares, two (2) Trading Days following the Closing Date and (ii) with respect to the Exchange Shares being issued in exchange of any Additional Common Shares, on the applicable Additional Exchange Shares Delivery Date. Notwithstanding anything to the contrary contained herein, in no event will any Exchange Shares be delivered with any restrictive legends or any restrictions or limitations on resale by the Buyers, except to the extent any Buyer is then an affiliate of Rexahn. If Rexahn and/or the Transfer Agent requires any legal opinions with respect to the delivery of any Exchange Shares without restrictive legends or the removal of any such restrictive legends, Rexahn agrees to cause at the Closingits expense its legal counsel to issue any such legal opinions. (bii) The shares of NSC Common Stock to be issued pursuant to paragraph (a) of this Section 1.02 will be authorized, but theretofore unissued shares of NSC Common Stock, So long as such Buyer has paid its Purchase Price hereunder and will be issued to has complied with the Gridline Shareholders or as directed thereby as set forth in SCHEDULE 1.02(b) hereof. (c) All shares of NSC Common Stock to be issued hereunder shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Gridline Shareholders will represent in writing that they are acquiring said shares for investment purposes only and without the intent to make a further distribution of such shares. All shares of NSC Common Stock to be issued under the terms of this Agreement shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Common Stock to be issued hereunder shall bear a restrictive legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION PROVISIONS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. (d) All shares of NSC Common Stock to be issued pursuant to Gridline Stock Options and Gridline Warrants shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under the Securities Act. All shares of NSC Common Stock to be issued under, and pursuant to, the terms of the Gridline Stock Options and the Gridline Warrants shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Common Stock to be issued hereunder shall bear a restrictive legend in substantially the form set forth in Section 1.02(c1.8 of the Merger Agreement, as applicable, if Rexahn shall following the completion of the Merger fail for any reason or for no reason to credit such Buyer’s or its designee’s balance account with DTC within two (2) Trading Days following the Closing Date (the “Merger Delivery Date”) the applicable Exchange Shares with respect to the Initial Common Shares to which such Buyer is entitled hereunder (a “Merger Delivery Failure”), then, in addition to all other remedies available to such Buyer, Rexahn shall pay in cash to such Buyer on each day after such Merger Delivery Date that Rexahn shall fail to credit such Buyer’s or its designee’s balance account with DTC for the number of shares of Rexahn Common Stock to which such Buyer is entitled pursuant to the exchange of the Initial Common Shares for Rexahn Common Stock pursuant to the Merger, an amount equal to 2.0% of the product of (A) the number of Exchange Shares with respect to the Initial Common Shares not delivered to such Buyer on or prior to the Merger Delivery Date and to which the Buyer is entitled, and (B) any trading price of the Rexahn Common Stock selected by the Buyer in writing as in effect at any time during the period beginning on the Merger Delivery Date and ending on the date Rexahn makes the applicable cash payment, and if on or after such Trading Day such Buyer (or any Person in respect of, or on behalf, of such Buyer) purchases (in an open market transaction or otherwise) shares of Rexahn Common Stock related to the applicable Merger Delivery Failure, then, in addition to all other remedies available to such Buyer, Rexahn shall, within two (2) Trading Days after such Buyer’s request and in such Buyer’s discretion, either (i) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Rexahn Common Stock so purchased (the “Merger Buy-In Price”), at which point Rexahn’s obligation to credit such Buyer’s or its designee’s balance account with DTC for such shares of Rexahn Common Stock shall terminate, or (ii) promptly honor its obligation to credit such Buyer’s or its designee’s balance account with DTC and pay cash to such Buyer in an amount equal to the excess (if any) of the Merger Buy-In Price over the product of (A) such number of shares of Rexahn Common Stock, multiplied by (B) any trading price of the Rexahn Common Stock selected by such Buyer in writing as in effect at any time during the period beginning on the Merger Delivery Date and ending on the date of such delivery and payment under this Section 5(d)(ii). Nothing shall limit any Buyer’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to Rexahn’s failure to timely electronically deliver shares of Rexahn Common Stock as required pursuant to the terms hereof.

Exchange of Shares. (a) At The Acquiror and the Closing, NSC will cause to be issued and held for delivery to Sellers agree that upon the Gridline Shareholders or their designees, stock certificates representing an aggregate of 47,600,000 shares of NSC Common Stock, representing 95.5% effectiveness of the fully diluted outstanding NSC Common Stock giving effect to such issuanceMerger Transactions, in exchange for the Merger Subsidiaries will acquire all of the issued and outstanding shares of Gridline Capital capital stock of RWC, D&K and DL solely in exchange for 13,834,000 shares of the Acquiror's Common Stock, which will be allocated among the Sellers in each of the Merger Transactions as shall be designated by Clark and Lubic not later than five (5) business days prior to the cloxxxx of thx Xxxger Transactions in accordance with this Agreement (the "Closing"). The shares of Acquiror's Common Stock to be received as a result of the Merger Transactions are sometimes referred to as the "Acquiror Shares". All numerical references to shares of the Common Stock of IFOA in this Section 1.3 are before giving effect to the 1 for 2 reverse stock split referred to in Section 7.5 hereof. (a) The Acquiror Shares will be delivered to NSC at the Closing. Sellers on the Closing Date (bas hereinafter defined) The in exchange for the shares of NSC Common Stock to be issued pursuant to paragraph (a) of this Section 1.02 the Acquiree Corporations owned by them which will be authorized, but theretofore unissued shares acquired by the Merger Subsidiaries as a result of NSC Common Stock, the Merger Transactions. The Sellers agree that they will hold such Acquiror Shares for investment purposes and will be issued to not for public distribution and agree that the Gridline Shareholders or as directed thereby as set forth in SCHEDULE 1.02(b) hereof. (c) All shares of NSC Common Stock to be issued hereunder Acquiror Shares shall be deemed "RESTRICTED SECURITIES" restricted shares", as that term is defined in paragraph (a) of Rule 144 under of the Rules and Regulations of the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), . (b) Unless and until the Gridline Shareholders will represent in writing that they Acquiror Shares are acquiring said shares for investment purposes only and without the intent to make a further distribution of such shares. All shares of NSC Common Stock to be issued registered under the terms of this Agreement shall be issued pursuant to an exemption from the registration requirements of the Securities Act, or until the restrictions under Section 4(2) Rule 144 lapse, neither of the Sellers shall be entitled to transfer all or any of the Acquiror Shares to any person or party, unless such Seller first provides IFOA with an opinion of counsel reasonably acceptable to IFOA that the proposed transfer is exempt from registration under the Securities Act and the rules and regulations promulgated thereunderother applicable securities laws. Certificates representing the shares of NSC Common Stock IFOA shall be entitled to be issued hereunder shall bear place a restrictive legend in substantially on all certificates evidencing ownership of the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Acquiror Shares that provides notice of the provisions of this Section 1.3(b) and other applicable provisions of this Agreement, AS AMENDED, AND MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION PROVISIONS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. (d) All shares of NSC Common Stock to be issued pursuant to Gridline Stock Options and Gridline Warrants which shall be deemed "RESTRICTED SECURITIES" as defined substantially in paragraph (a) of Rule 144 under the Securities Act. All shares of NSC Common Stock to be issued under, and pursuant to, the terms of the Gridline Stock Options and the Gridline Warrants shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Common Stock to be issued hereunder shall bear a restrictive legend in substantially the form set forth in Section 1.02(c)of Exhibit A attached hereto.

Exchange of Shares. (a) At the Closing, NSC Rapid Link will cause to be issued and held for delivery to the Gridline Blackbird Shareholders or their designees, stock certificates representing an aggregate of 47,600,000 520,000,000 shares of NSC Rapid Link Common Stock, representing 95.580% of the fully diluted outstanding NSC Rapid Link Common Stock giving effect to such issuanceissuance and the transactions contemplated hereby, (but excluding any outstanding Rapid Link equity securities issued to Blackbird’s directors, officers or Blackbird Stockholders or their Affiliates at or immediately prior to Closing in exchange for any Blackbird options, warrants and convertible debt, if any) in exchange for all of the issued and outstanding shares of Gridline Blackbird Capital Stock, which shares will be delivered to NSC Rapid Link at the Closing. (b) The shares of NSC Rapid Link Common Stock to be issued pursuant to paragraph (a) of this Section 1.02 1.3 will be authorized, but theretofore unissued unissued, shares of NSC Rapid Link Common Stock, and will be issued to the Gridline Shareholders Blackbird Stockholders or as directed thereby as set forth in SCHEDULE 1.02(bSchedule 1.3(b) hereofhereto. (c) All shares of NSC Rapid Link Common Stock to be issued hereunder pursuant hereto shall be deemed "RESTRICTED SECURITIES" “restricted securities” as defined in paragraph (a) of Rule 144 under the Securities Act of 1933, as amended (the "SECURITIES ACT")Act, and the Gridline Shareholders Blackbird Stockholders will represent in writing that they are acquiring said such shares for investment purposes only and without the intent to make a further distribution of such shares. All shares of NSC Rapid Link Common Stock to be issued under the terms of this Agreement shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Rapid Link Common Stock to be issued hereunder shall bear a restrictive legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED FOR SALE, SOLD, SOLD OR OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION PROVISIONS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANYRAPID LINK. (d) All shares of NSC Common Stock to be issued pursuant to Gridline Stock Options and Gridline Warrants shall be deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under the Securities Act. All shares of NSC Common Stock to be issued under, and pursuant to, the terms of the Gridline Stock Options and the Gridline Warrants shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the shares of NSC Common Stock to be issued hereunder shall bear a restrictive legend in substantially the form set forth in Section 1.02(c).