Common use of Non-registration of Securities Clause in Contracts

Non-registration of Securities. The Shares to be issued and delivered to Shareholder will not be registered under the Securities Act of 1933, as amended, or any other states’ securities laws, on the grounds that the transaction in which the Shares are to be issued either qualifies for applicable exemptions from the securities registration requirements of such statutes or such registration requirements have been satisfied. The exemptions being claimed include, but are not necessarily limited to, those available under Section 4(2) of the Securities Act and, the reliance by the Company upon the exemptions from the securities registration requirements of the federal and state securities laws is predicated in part on the representations, understandings and covenants set forth in this Agreement. Shareholder understands that, in furtherance of the transfer restrictions stated above:

Non-registration of Securities. The New Company Shares to be issued are not registered and delivered to Shareholder will not be registered in connection with this Agreement under the Securities Act of 1933, as amendedamended (the “Securities Act”), or any other states’ state’s securities laws, on the grounds that the transaction in which the New Company Shares are to be issued either qualifies for applicable exemptions from the securities registration requirements of such statutes or such registration requirements have been satisfiedstatutes. The exemptions being claimed include, but are not necessarily limited to, those available under Section 4(24(a)(2) of the Securities Act and, and the reliance by the Company upon the exemptions from the securities registration requirements of the federal and state securities laws laws, is predicated in part on the representations, understandings and covenants set forth in this Agreement. Shareholder understands The RB Shareholders agree and acknowledge that, in furtherance of the transfer restrictions stated above:

Non-registration of Securities. The Shares and the Target Shares to be issued and delivered to Shareholder exchanged by the Parties will not be registered under the Securities Act of 1933, as amended, or any other states’ state’s securities laws, on the grounds that the transaction in which the Shares are to be issued either qualifies for applicable exemptions from the securities registration requirements of such statutes or such registration requirements have been satisfied. The exemptions being claimed include, but are not necessarily limited to, those available under Section 4(24(a)(2) of the Securities Act and Section 4(a)(1) of the Securities Act and, the reliance by the Company upon the exemptions from the securities registration requirements of the federal and state securities laws is predicated in part on the representations, understandings and covenants set forth in this Agreement. Shareholder understands The Quest Shareholders understand that, in furtherance of the transfer restrictions stated above:

Non-registration of Securities. The New Company Shares to be issued are not registered and delivered to Shareholder will not be registered in connection with this Agreement under the Securities Act of 1933, as amendedamended (the “Securities Act”), or any other states’ state’s securities laws, on the grounds that the transaction in which the New Company Shares are to be issued either qualifies for applicable exemptions from the securities registration requirements of such statutes or such registration requirements have been satisfiedstatutes. The exemptions being claimed include, but are not necessarily limited to, those available under Section 4(24(a)(2) of the Securities Act and, and the reliance by the Company upon the exemptions from the securities registration requirements of the federal and state securities laws laws, is predicated in part on the representations, understandings and covenants set forth in this Agreement. Shareholder understands The XEME Shareholders agree and acknowledge that, in furtherance of the transfer restrictions stated above:

Non-registration of Securities. The Shares and the Target Shares to be issued and delivered to Shareholder exchanged by the Parties will not be registered under the Securities Act of 1933, as amended, or any other states’ state’s securities laws, on the grounds that the transaction in which the Shares are to be issued either qualifies for applicable exemptions from the securities registration requirements of such statutes or such registration requirements have been satisfied. The exemptions being claimed include, but are not necessarily limited to, those available under Section 4(2) of the Securities Act Act, the judicially created Section 4(1½) exemption and, the reliance by the Company upon the exemptions from the securities registration requirements of the federal and state securities laws is predicated in part on the representations, understandings and covenants set forth in this Agreement. Shareholder Antic understands that, in furtherance of the transfer restrictions stated above: