Common use of Representations and Warranties of Transferee Clause in Contracts

Representations and Warranties of Transferee. 4.1 The Transferee has the requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Transferee and (assuming due authorization, execution, and delivery by the Transferor) constitutes the legal and binding obligation of the Transferee, enforceable against the Transferee in accordance with its terms. 4.2 The Transferee is acquiring the Class A Units pursuant to this Agreement for the Transferee’s own account, for investment and not with a view to the distribution thereof, nor with any present intention of distributing the same. 4.3 The Transferee understands that the Class A Units have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of its issuance in a transaction exempt from the registration requirements of the Securities Act and that the Class A Units must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration. 4.4 The Transferee represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and acknowledges the transfer contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law. 4.5 The Transferee has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else any of the Class A Units the Transferee hereby acquires (or any part thereof), and the Transferee has no present plans to enter into any such contract, undertaking, agreement or arrangement. 4.6 The Transferee acknowledges and agrees that the Class A Units acquired by it pursuant to this Agreement are subject to restrictions on transfer under the Securities Act and applicable state securities laws and may not be resold in violation thereof. The Transferor shall make a notation regarding the restrictions on transfer of the Class A Units issued pursuant to this Agreement in its books, and such Class A Units shall be transferred on the books of the Transferor only pursuant to and in compliance with the provisions of the Securities Act and applicable state securities laws.

Representations and Warranties of Transferee. 4.1 The Transferee hereby represents and warrants to each of Transferor as follows: (a) Transferee has the all requisite power and authority to execute, execute and deliver and perform this Agreement and to consummate carry out all of the transactions contemplated herebyterms and provisions thereof. (b) The execution, delivery and performance of this Agreement by Transferee have been duly authorized by all necessary action on its behalf. This Agreement has been duly and validly executed and delivered by the on behalf of Transferee and (assuming due authorization, execution, and delivery by the Transferor) constitutes the legal legal, valid and binding obligation of the Transferee, enforceable against the Transferee it in accordance with its terms, except to the extent that the enforcement of the rights and remedies created thereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 4.2 The (c) Transferee is acquiring an “accredited investor” within the Class A Units pursuant to this Agreement for the Transferee’s own account, for investment and not with a view to the distribution thereof, nor with any present intention meaning of distributing the same. 4.3 The Transferee understands that the Class A Units have not been registered Rule 501 under the Securities Act of 1933, as amended (the “Securities 1933 Act”). (d) Transferee is acquiring the Shares for its own account, by reason of its issuance for investment and not with a view to any resale or distribution thereof in a transaction exempt from the registration requirements violation of the Securities Act and 1933 Act. Transferee understands that the Class A Units must be held indefinitely unless a subsequent disposition thereof is Shares have not been registered under the Securities 1933 Act or is exempt from registration. 4.4 The Transferee represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and acknowledges the transfer contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law. 4.5 The Transferee has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else any of the Class A Units the Transferee hereby acquires (or any part thereof), and the Transferee has no present plans to enter into any such contract, undertaking, agreement or arrangement. 4.6 The Transferee acknowledges and agrees that the Class A Units acquired by it pursuant to this Agreement are subject to restrictions on transfer under the Securities Act and applicable state securities laws and may not be resold in violation thereof. The Transferor shall make a notation regarding assigned, sold or otherwise transferred without registration under the restrictions on transfer 1933 Act or any relevant state securities laws or exemption therefrom; that SRGL has no obligation or intention to register any of the Class A Units issued pursuant to this Agreement in its books, and such Class A Units shall be transferred on Shares under the books of the Transferor only pursuant to and in compliance with the provisions of the Securities 1933 Act and applicable or state securities laws, or to permit sales pursuant to Regulation A under the 1933 Act; and that Transferee must therefore bear the economic risk of holding the Shares for an indefinite period of time. (e) Transferee has been given access to all information regarding the financial condition and the proposed business and operations of SRGL that Transferee has requested in order to evaluate its investment in the Shares. Transferee has had the opportunity to ask questions of, and to receive answers from, persons acting on behalf of the SRGL and the Transferor concerning the terms and conditions of the Shares, and to obtain any additional information desired by Transferee with respect to the Shares and SRGL. (f) Transferee is a “qualified purchaser” as defined in Section 2(a)(51) of the 1940 Act and related rules promulgated by the Securities and Exchange Commission.

Representations and Warranties of Transferee. 4.1 The Transferee has In connection with the requisite power and authority transfer of the respective Shares to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Transferee and (assuming due authorization, execution, and delivery by the Transferor) constitutes the legal and binding obligation of the Transferee, enforceable against and the Transferee in accordance with represents and warrants to the Transferor that: (a) The Transferee acknowledges that Transferor has made no representation to Transferee regarding the Company, its termsbusiness or prospects. 4.2 (b) The Transferee is acquiring accepting transfer of the Class A Units pursuant to this Agreement Shares for investment for the Transferee’s own accountaccount only, for investment not as a nominee or agent, and not with a view to to, or for resale in connection with, any “distribution” of the distribution thereof, nor with any present intention Shares within the meaning of distributing the same. 4.3 The Transferee understands that the Class A Units have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Agreement, by reason of its issuance in a transaction exempt from the registration requirements of the Securities Act and that the Class A Units must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration. 4.4 The Transferee represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and acknowledges the transfer contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law. 4.5 The Transferee has no does not have any contract, undertaking, agreement agreement, or arrangement with any person to sell, transfer or pledge grant participations to such person or anyone else to any third person, with respect to any of the Class A Units Shares. (c) The Transferee represents and warrants to the Transferor that the Transferee hereby acquires (or any part thereof), and the Transferee has no present plans to enter into any such contract, undertaking, agreement or arrangement. 4.6 is not a U.S. Person. The Transferee acknowledges further makes the representations and agrees warranties to the Company and Transferor set forth on Exhibit A. (d) The Transferee understands that the Class A Units acquired by it pursuant to this Agreement are subject to restrictions on transfer Shares have not been registered under the Securities Act and applicable state securities laws and may not be resold and, if issued in violation thereof. The Transferor shall make a notation regarding the restrictions on transfer of the Class A Units issued pursuant to this Agreement in its books, and such Class A Units shall be transferred on the books of the Transferor only pursuant to and in compliance accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and applicable the accuracy of the Transferee’s representations as expressed herein. The non-registration shall have no prejudice with respect to any rights, interests, benefits and entitlements attached to the Shares in accordance with the Company’s charter documents or the laws of its jurisdiction of incorporation. (e) The Transferee understands that the Shares are characterized as “restricted securities” under the Securities Act inasmuch as this Agreement contemplates that, if acquired by the Transferee pursuant hereto, the Shares would be acquired in a transaction not involving a public offering. The issuance of the Shares hereunder have not been registered under the Securities Act or the securities laws of any state of the U.S. and that the transfer of the Shares is being effected in reliance upon an exemption from registration afforded either under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering or Regulation S for offers and sales of securities lawsoutside the U.S. The Transferee further acknowledges that if the Shares are issued to the Transferee in accordance with the provisions of this Agreement, such Shares may not be resold without registration under the Securities Act or the existence of an exemption therefrom. The Transferee represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Representations and Warranties of Transferee. 4.1 The Transferee represents and warrants to Transferor and to the other parties to the Participation Agreement that as of the Effective Time: (a) Transferee is a corporation duly organized, validly existing and in good standing under the laws of the State of [ ], has the requisite power full corporate power, authority and legal right to carry on its business as now conducted, and has full corporate power, authority and legal right to execute, deliver and perform this Agreement and to consummate enter into and carry out the transactions contemplated hereby. This hereby and in the other Operative Agreements (the "Transactions"); (b) Transferee has full corporate power, authority and legal right to execute, deliver and enter into this Agreement and the other Operative Agreements and full corporate power and authority to perform its obligations thereunder, and such execution, delivery and performance do not and will not contravene any applicable law or any order of any governmental authority applicable to or binding on the Transferee, or contravene the provisions of, or constitute a default under, or result in the creation of any Lien upon the property of the Transferee under, its articles of incorporation or by-laws or any material indenture, mortgage, contract or other agreement or instrument to which the Transferee is a party or by which it or any of its property may be bound or affected; (c) the execution, delivery and performance of this Agreement by the Transferee (i) has been duly authorized by all necessary corporate action and (ii) does not require any approval of the shareholders of the Transferee or any approval or consent of, or notice to, any trustee or holders of any indebtedness or obligation of the Transferee, except for such approvals and consents as have already been obtained; (d) this Agreement has been duly and validly executed and delivered by the Transferee and (assuming due authorization, executionTransferee, and delivery by the Transferor) constitutes the legal legal, valid and binding obligation of the Transferee, enforceable against the Transferee in accordance with its terms., except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity; 4.2 The (e) there are no proceedings or actions pending or, to the knowledge of the Transferee, threatened against the Transferee before any governmental authority in which there is a reasonable probability of an adverse determination that individually or in the aggregate would materially and adversely impair the ability of the Transferee to perform its obligations under this Agreement or the Operative Agreements, or which involve the Transactions or question the validity of any Operative Agreement to which the Owner Participant is a party or any action taken or to be taken pursuant thereto; and the Transferee is acquiring not in default with respect to any order of any governmental authority which involves the Class A Units pursuant Transactions or the default under which would materially and adversely affect the ability of the Transferee to perform its obligations under this Agreement or any of the Operative Agreements; (f) no consent, approval, order or authorization of, giving of notice to, or registration with, or taking of any other action in respect of, any governmental authority is required under any law for the Transferee’s own accountexecution and delivery by the Transferee of this Agreement, for investment and not with a view or the carrying out by the Transferee of any of the Transactions, other than any such consent, approval, order, authorization, registration, notice or action as has been duly obtained, given or taken; (g) the Lessor's Estate is free of any Lessor's Liens attributable to the distribution thereofTransferee; (h) the Transferee, nor with upon execution of this Agreement, will not be in default under any present intention of distributing the same.Operative Agreements; 4.3 The Transferee understands that (i) no part of the Class A Units have not been registered funds to be used by it to acquire the interests acquired by the Owner Participant under the Securities Act of 1933, as amended Participation Agreement constitutes assets (the “Securities Act”), by reason of its issuance in a transaction exempt from the registration requirements of the Securities Act and that the Class A Units must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration. 4.4 The Transferee represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and acknowledges the transfer contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(aERISA and any applicable rules and regulations) of Regulation D under any employee benefit plan subject to Title I of ERISA or of any plan or individual retirement account subject to Section 4975 of the Securities Act Code; (j) Transferee is a "U.S. Person" as defined in Section 7701(a)(30) of the Code and is not a tax resident of another country and if it shall at any time cease to be such a "U.S. Person" or similar exemptions under state law. 4.5 The Transferee has no contractshall become a tax resident of another country, undertakingit shall furnish to the Agent and each Loan Certificate Holder an indemnity, agreement or arrangement with any person to sell, transfer or pledge in form and substance reasonably satisfactory to such person Loan Certificate Holder, for any Taxes that may be imposed on such Holder as a result of its failure to be such a "U.S. Person" or anyone else any as a result of the Class A Units the Transferee hereby acquires (or any part thereof)its being a tax resident of another country, and it shall be personally liable for any debt service to the Transferee has no present plans to enter into any such contract, undertaking, agreement or arrangement. 4.6 The Transferee acknowledges and agrees extent that the Class A Units acquired receipt of rentals is reduced by it pursuant reason of any withholding Taxes that result from such failure to this Agreement are subject to restrictions on transfer under the Securities Act and applicable state securities laws and may not be resold in violation thereof. The Transferor shall make such a notation regarding the restrictions on transfer "U.S. Person" or from being a tax resident of the Class A Units issued pursuant to this Agreement in its books, and such Class A Units shall be transferred on the books of the Transferor only pursuant to and in compliance with the provisions of the Securities Act and applicable state securities laws.another country;

Representations and Warranties of Transferee. 4.1 The Each Transferee represents and warrants to each Transferor as follows: (a) Each Transferee has the requisite all power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. Agreement. (b) This Agreement has been duly and validly executed and delivered by is the Transferee and (assuming due authorization, execution, and delivery by the Transferor) constitutes the legal valid and binding obligation of the each Transferee, enforceable against the each Transferee in accordance with its terms. 4.2 (c) The CLAD Shares will be acquired for investment for the account of each Transferee. In connection therewith, each Transferee confirms that he or she is neither a U.S Person, as such term is defined in Rule 902(k) of Regulation S, nor located within the United States, and that the transaction will be between non-U.S. Persons, and take place outside of the United States. Each Transferee further confirms that he or she is not acquiring the Class A Units pursuant to securities for the account or benefit of any U.S. person. (d) Each Transferee has never been contacted concerning the acquired CLAD Shares or the matters set forth in this Agreement for the Transferee’s own account, for investment and not with a view to the distribution thereof, nor with by means of any present intention of distributing the sameadvertisement or other general solicitation. 4.3 The (e) Each Transferee understands that (i) the Class A Units CLAD Shares have not been registered under either the Securities Act of 1933, as amended (the “Securities Act”), ) or the securities laws of any state by reason of its issuance in a transaction exempt specific exemptions there from the registration requirements of the Securities Act and that such securities may be resold in the Class A Units must be held indefinitely unless a subsequent disposition thereof is registered United States without registration under the Securities Act or is exempt from registrationonly in certain limited circumstances. 4.4 The (f) Each Transferee represents has access to information relating to CLAD as Each Transferee deem necessary to make an informed decision in connection with the CLAD Shares, and except as provided in Section 2.02 below, Each Transferor is making no representations and warranties concerning the CLAD Shares or the business of CLAD (g) Each Transferee understands that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D S promulgated under the Securities Act, is available only for offers and acknowledges sales of securities outside the transfer contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law. 4.5 The Transferee has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else any of the Class A Units the Transferee hereby acquires (or any part thereof)United States, and the Transferee has no present plans to enter into any such contract, undertaking, agreement or arrangement. 4.6 The Transferee acknowledges and agrees that the Class A Units acquired by it pursuant to this Agreement are subject to restrictions on transfer under the Securities Act and applicable state securities laws and may not be resold in violation thereof. The Transferor shall make a notation regarding the restrictions on transfer of the Class A Units issued pursuant to this Agreement in its books, and such Class A Units shall be transferred on the books of the Transferor only pursuant to and in compliance will comply with the provisions of the Securities Act and applicable state securities laws.Regulation S.

Representations and Warranties of Transferee. 4.1 The Transferee represents and warrants to Transferor and to the other parties to the Participation Agreement that as of the Effective Time: (a) Transferee is a corporation duly organized, validly existing and in good standing under the laws of the State of [ ], has the requisite power full corporate power, authority and legal right to carry on its business as now conducted, and has full corporate power, authority and legal right to execute, deliver and perform this Agreement and to consummate enter into and carry out the transactions contemplated hereby. This hereby and in the other Operative Agreements (the "Transactions"); (b) Transferee has full corporate power, authority and legal right to execute, deliver and enter into this Agreement and the other Operative Agreements and full corporate power and authority to perform its obligations thereunder, and such execution, delivery and performance do not and will not contravene any applicable law or any order of any governmental authority applicable to or binding on the Transferee, or contravene the provisions of, or constitute a default under, or result in the creation of any Lien upon the property of the Transferee under, its articles of incorporation or by-laws or any material indenture, mortgage, contract or other agreement or instrument to which the Transferee is a party or by which it or any of its property may be bound or affected; (c) the execution, delivery and performance of this Agreement by the Transferee (i) has been duly authorized by all necessary corporate action and (ii) does not require any approval of the shareholders of the Transferee or any approval or consent of, or notice to, any trustee or holders of any indebtedness or obligation of the Transferee, except for such approvals and consents as have already been obtained; (d) this Agreement has been duly and validly executed and delivered by the Transferee and (assuming due authorization, executionTransferee, and delivery by the Transferor) constitutes the legal legal, valid and binding obligation of the Transferee, enforceable against the Transferee in accordance with its terms., except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity; 4.2 The (e) there are no proceedings or actions pending or, to the knowledge of the Transferee, threatened against the Transferee before any governmental authority in which there is a reasonable probability of an adverse determination that individually or in the aggregate would materially and adversely impair the ability of the Transferee to perform its obligations under this Agreement or the Operative Agreements, or which involve the Transactions or question the validity of any Operative Agreement to which the Owner Participant is a party or any action taken or to be taken pursuant thereto; and the Transferee is acquiring not in default with respect to any order of any governmental authority which involves the Class A Units pursuant Transactions or the default under which would materially and adversely affect the ability of the Transferee to perform its obligations under this Agreement or any of the Operative Agreements; (f) no consent, approval, order or authorization of, giving of notice to, or registration with, or taking of any other action in respect of, any governmental authority is required under any law for the Transferee’s own accountexecution and delivery by the Transferee of this Agreement, for investment and not with a view or the carrying out by the Transferee of any of the Transactions, other than any such consent, approval, order, authorization, registration, notice or action as has been duly obtained, given or taken; (g) the Lessor's Estate is free of any Lessor's Liens attributable to the distribution thereofTransferee; (h) the Transferee, nor with upon execution of this Agreement, will not be in default under any present intention of distributing the same.Operative Agreements; 4.3 The Transferee understands that (i) no part of the Class A Units have not been registered funds to be used by it to acquire the interests acquired by the Owner Participant under the Securities Act of 1933, as amended Participation Agreement constitutes assets (the “Securities Act”), by reason of its issuance in a transaction exempt from the registration requirements of the Securities Act and that the Class A Units must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration. 4.4 The Transferee represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and acknowledges the transfer contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(aERISA and any applicable rules and regulations) of Regulation D under any employee benefit plan subject to Title I of ERISA or of any plan or individual retirement account subject to Section 4975 of the Securities Act Code; (j) Transferee is a "U.S. Person" as defined in Section 7701(a)(30) of the Code and is not a tax resident of another country and if it shall at any time cease to be such a "U.S. Person" or similar exemptions under state law. 4.5 The Transferee has no contractshall become a tax resident of another country, undertakingit shall furnish to the Agent and each Certificate Holder an indemnity, agreement or arrangement with any person to sell, transfer or pledge in form and substance reasonably satisfactory to such person Certificate Holder, for any Taxes that may be imposed on such Holder as a result of its failure to be such a "U.S. Person" or anyone else any as a result of the Class A Units the Transferee hereby acquires (or any part thereof)its being a tax resident of another country, and it shall be personally liable for any debt service to the Transferee has no present plans to enter into any such contract, undertaking, agreement or arrangement. 4.6 The Transferee acknowledges and agrees extent that the Class A Units acquired receipt of rentals is reduced by it pursuant reason of any withholding Taxes that result from such failure to this Agreement are subject to restrictions on transfer under the Securities Act and applicable state securities laws and may not be resold in violation thereof. The Transferor shall make such a notation regarding the restrictions on transfer "U.S. Person" or from being a tax resident of the Class A Units issued pursuant to this Agreement in its books, and such Class A Units shall be transferred on the books of the Transferor only pursuant to and in compliance with the provisions of the Securities Act and applicable state securities laws.another country;

Representations and Warranties of Transferee. 4.1 The Transferee has and the requisite power REIT each hereby represents and authority warrants to executethe Transferors as follows, deliver which representations and perform this Agreement warranties shall survive the Closing for the period set forth in Paragraph 18(e) below: (a) Transferee is a limited partnership duly organized, validly existing and to consummate in good standing under the transactions contemplated herebylaws of the State of California. This Agreement has been is, and all documents executed by Transferee which are to be delivered to the Transferors at the Closing are or at the time of Closing will be, duly authorized, executed and delivered by Transferee and are or at the Closing will be legal, valid and binding obligations of Transferee, and do not and at the time of Closing will not violate any provisions of any agreement or judicial order to which Transferee is subject. (b) The REIT is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and is qualified to do business in good standing under the laws of the State of California. This Agreement is, and all documents executed by the REIT which are to be delivered to the Transferors at the Closing are or at the time of Closing will be, duly authorized, executed and delivered by the Transferee REIT and (assuming due authorizationare or at the Closing will be legal, executionvalid and binding obligations of the REIT, and delivery do not and at the time of Closing will not violate any provisions of any agreement or judicial order to which the REIT is subject. (c) The REIT has complied in all material respects with all disclosure and reporting requirements under the federal securities laws, including, without limitation, filing all reports, schedules, forms, statements and other documents required to be filed by the Transferor) constitutes REIT with the legal Securities and binding obligation of the Transferee, enforceable against the Transferee in accordance with its terms. 4.2 The Transferee is acquiring the Class A Units Exchange Commission pursuant to this Agreement for the Transferee’s own account, for investment and not with a view to the distribution thereof, nor with any present intention reporting requirements of distributing the same. 4.3 The Transferee understands that the Class A Units have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of its issuance in a transaction exempt from the registration requirements Section 13 of the Securities Exchange Act and of 1934, as amended, except to the extent that such non-compliance could not reasonably be anticipated to have any material adverse effect on the Class A Units must price of the Common Stock. Notwithstanding anything to the contrary provided in this Agreement, Transferee shall not be held indefinitely unless a subsequent disposition thereof is registered under liable for the Securities Act or is exempt from registration. 4.4 The Transferee represents that it is an “accredited investor” as such term is defined in Rule 501(a) breach of Regulation D under the Securities Act, and acknowledges the transfer contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law. 4.5 The Transferee has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else any of the Class A Units the Transferee hereby acquires (or any part thereof), its representations and the Transferee has no present plans to enter into any such contract, undertaking, agreement or arrangement. 4.6 The Transferee acknowledges and agrees that the Class A Units acquired by it pursuant to this Agreement are subject to restrictions on transfer under the Securities Act and applicable state securities laws and may not be resold in violation thereof. The Transferor shall make a notation regarding the restrictions on transfer of the Class A Units issued pursuant to this Agreement in its books, and such Class A Units shall be transferred on the books of the Transferor only pursuant to and in compliance with the provisions of the Securities Act and applicable state securities laws.warranties set forth herein if

Representations and Warranties of Transferee. 4.1 The Transferee represents and warrants to Transferor that: (i) Transferee is duly organized, validly existing and in good standing under the laws of British Columbia, Canada and has the requisite power and authority to execute, execute and deliver and perform this Agreement and to consummate the transactions contemplated hereby. This perform all of its obligations hereunder. (ii) The execution, delivery and performance by Transferee of this Agreement has have been duly authorized and validly executed approved by all necessary action by Transferee, and delivered by the Transferee and (assuming due authorization, execution, execution and delivery by the Transferor) , this Agreement constitutes the legal legal, valid and binding obligation obligations of the Transferee, enforceable against the Transferee in accordance with its terms. 4.2 (iii) The Transferee is acquiring the Class A Units pursuant to execution and delivery of this Agreement for and the performance of Transferee’s own accountobligations hereunder do not conflict with, for investment violate, breach, constitute a default under, or require any consent under any contract between Transferee and not any third party or any obligation owed by Transferee to any third party which would have a nontrivial adverse effect on Transferor’s rights hereunder. (iv) There are no shareholder agreements, pooling agreements, voting trusts or other similar agreements with a view respect to the distribution thereof, nor with any present intention ownership or voting of distributing the same. 4.3 The Transferee understands that the Class A Units have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of its issuance in a transaction exempt from the registration requirements of the Securities Act and that the Class A Units must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration. 4.4 The Transferee represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and acknowledges the transfer contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law. 4.5 The Transferee has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else any of the Class A Units shares of the Transferee. (v) There are no actions or proceedings (whether or not purportedly on behalf of the Transferee) pending or threatened by or against or affecting the Transferee, at law or in equity, or before or by any court or other governmental entity, domestic or foreign, nor to the knowledge of the Transferee hereby acquires (or any part thereof), and the Transferee has no present plans to enter into are there grounds on which any such contract, undertaking, agreement action or arrangement. 4.6 The Transferee acknowledges and agrees that proceeding might be commenced. No action or proceeding is pending or threatened by any person or governmental entity to enjoin or prohibit the Class A Units acquired by it pursuant to this Agreement are subject to restrictions on transfer under the Securities Act and applicable state securities laws and may not be resold in violation thereof. The Transferor shall make a notation regarding the restrictions on transfer purchase of the Class A Units issued pursuant to this Agreement in its books, and such Class A Units shall be transferred on Consideration Shares contemplated herein or the books right of the Transferor only pursuant to own the Consideration Shares. (vi) The Consideration Shares have been duly and in compliance with validly authorized and, on the provisions Agreement Effectiveness Date, the Consideration Shares will be validly issued as fully paid and non-assessable shares of the Securities Act and applicable state securities lawsTransferee.

Representations and Warranties of Transferee. 4.1 The Transferee has undersigned Transferee, in connection with its receipt and acceptance of certain Golden Matrix Shares pursuant to Section 4 of the requisite power and authority to executeShareholders Agreement, deliver and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Transferee and (assuming due authorizationrepresents, executionwarrants, and delivery by certifies that the Transferor) constitutes the legal following is true and binding obligation correct as of the Transferee, enforceable against the Buyout Closing Date: (i) Transferee in accordance with its terms. 4.2 The Transferee is acquiring the Class A Units pursuant to this Agreement for the Transferee’s own account, for investment and not with a view to the distribution thereof, nor with any present intention of distributing the same. 4.3 The Transferee understands recognizes that the Class A Units Golden Matrix Shares have not been registered under the Securities Act, nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the Golden Matrix Shares are registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), by reason of its issuance in a transaction exempt ) or unless an exemption from registration is available. Such Transferee may not sell the registration requirements of Golden Matrix Shares without registering them under the Securities Act and that any applicable state securities laws unless exemptions from such registration requirements are available with respect to any such sale; (ii) Each Transferee is acquiring the Class A Units must be held indefinitely unless Golden Matrix Shares for its own account for long-term investment and not with a subsequent disposition thereof is registered under view toward resale, fractionalization or division, or distribution thereof, and it does not presently have any reason to anticipate any change in its circumstances, financial or otherwise, or particular occasion or event which would necessitate or require the Securities Act sale or is exempt from registration.distribution of the Golden Matrix Shares. No one other than such Transferee will have any beneficial interest in said securities; 4.4 The (iii) Each Transferee represents acknowledges that it is an “accredited investor” as such term is defined in Rule 501(a) 501 of Regulation D of the Securities Act, as the same is more particularly set forth in Section 2 of this Certificate; (iv) Each Transferee (A) is aware of, has received and had an opportunity to review (i) Golden Matrix’s Annual Report on Form 10-K for the most recent fiscal year ended prior to the Buyout Closing Date; and (ii) Golden Matrix’s Quarterly Reports on Form 10-Q and current reports on Form 8-K issued on or prior to the Buyout Closing Date (which filings can be accessed by going to xxxxx://xxx.xxx.xxx/xxxxx/searchedgar/companysearch.html, typing “Golden Matrix Group, Inc.” in the “Name, ticker symbol, or CIK” field, and clicking the “Search” button), in each case (i) through (ii), including the audited and unaudited financial statements, description of business, risk factors, results of operations, certain transactions and related business disclosures described therein (collectively the “Disclosure Documents”) and an independent investigation made by it of Golden Matrix; (B) has, a reasonable time prior to the date of this Agreement, been given an opportunity to review material contracts and documents of Golden Matrix and has had an opportunity to ask questions of and receive answers from Golden Matrix’s officers and directors and has no pending questions as of the date of this Agreement; and (C) is not relying on any oral representation of Golden Matrix or any other person, nor any written representation or assurance from Golden Matrix; in connection with each Transferee’s acceptance of the Securities and investment decision in connection therewith. Each Transferee acknowledges that due to its receipt of and review of the information described above, it has received similar information as would be included in a Registration Statement filed under the Securities Act; (v) Each Transferee has such knowledge and experience in financial and business matters such that such Transferee is capable of evaluating the merits and risks of an investment in the Golden Matrix Shares and of making an informed investment decision, and acknowledges does not require a representative in evaluating the transfer contemplated hereby merits and risks of an investment in the Golden Matrix Shares; (vi) Each Transferee has had an opportunity to ask questions of and receive satisfactory answers from Golden Matrix, or any person or persons acting on behalf of Golden Matrix, concerning the terms and conditions of this Certificate and Golden Matrix, and all such questions have been answered to the full satisfaction of such Transferee; (vii) Each Current Shareholder recognizes that an investment in Golden Matrix is being made a speculative venture. The ownership of the Golden Matrix Shares as an investment involves special risks; (viii) Each Transferee realizes that the Golden Matrix Shares cannot readily be sold as they will be restricted securities and therefore the Golden Matrix Shares must not be accepted unless such Transferee has liquid assets sufficient to assure that such purchase will cause no undue financial difficulties and such Transferee can provide for current needs and possible personal contingencies; (ix) Each Transferee confirms and represents that it is able (i) to bear the economic risk of its investment, (ii) to hold the Golden Matrix Shares for an indefinite period of time, and (iii) to afford a complete loss of its investment; (x) Each Transferee has carefully considered and has, to the extent it believes such discussion necessary, discussed with its professional, legal, tax and financial advisors, the suitability of an investment in reliance on the Golden Matrix Shares for its particular tax and financial situation and its advisers, if such advisors were deemed necessary, have determined that the Golden Matrix Shares are a private placement exemption applicable suitable investment for itself; (xi) Each Transferee has not become aware of and has not been offered the Golden Matrix Shares by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act such Transferee’s knowledge, those individuals that have attended have been invited by any such or similar exemptions means of general solicitation or advertising; (xii) Each Transferee confirms and acknowledges that Golden Matrix is under state law. 4.5 The Transferee has no contract, undertaking, agreement obligation to register or arrangement with seek an exemption under any person to sell, transfer or pledge to such person or anyone else any of the Class A Units the Transferee hereby acquires (or any part thereof), and the Transferee has no present plans to enter into any such contract, undertaking, agreement or arrangement. 4.6 The Transferee acknowledges and agrees that the Class A Units acquired by it pursuant to this Agreement are subject to restrictions on transfer under the Securities Act and applicable federal and/or state securities laws and may not be resold in violation thereof. The Transferor shall make a notation regarding the restrictions on acts for any sale or transfer of the Class A Units issued pursuant to this Agreement in its booksGolden Matrix Shares by such Transferee, and such Class A Units shall be transferred on Transferee is solely responsible for determining the books status, in its hands, of the Transferor only pursuant to Golden Matrix Shares acquired in connection herewith and in compliance with the provisions availability, if required, of exemptions from registration for purposes of sale or transfer of the Securities Act Golden Matrix Shares; and (xiii) Each Transferee confirms and applicable state securities laws.acknowledges that the Golden Matrix Shares will bear the following restrictive legend (or a similar legend):

Representations and Warranties of Transferee. 4.1 The Transferee has undersigned Transferee, in connection with its receipt and acceptance of certain Golden Matrix Shares pursuant to Section 4 of the requisite power and authority to executeShareholders Agreement, deliver and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Transferee and (assuming due authorizationrepresents, executionwarrants, and delivery by certifies that the Transferor) constitutes the legal following is true and binding obligation correct as of the Transferee, enforceable against the Buyout Closing Date: (i) Transferee in accordance with its terms. 4.2 The Transferee is acquiring the Class A Units pursuant to this Agreement for the Transferee’s own account, for investment and not with a view to the distribution thereof, nor with any present intention of distributing the same. 4.3 The Transferee understands recognizes that the Class A Units Golden Matrix Shares have not been registered under the Securities Act, nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the Golden Matrix Shares are registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of its issuance in a transaction exempt ) or unless an exemption from registration is available. Such Transferee may not sell the registration requirements of Golden Matrix Shares without registering them under the Securities Act and that any applicable state securities laws unless exemptions from such registration requirements are available with respect to any such sale; (ii) Each Transferee is acquiring the Class A Units must be held indefinitely unless Golden Matrix Shares for its own account for long-term investment and not with a subsequent disposition thereof is registered under view toward resale, fractionalization or division, or distribution thereof, and it does not presently have any reason to anticipate any change in its circumstances, financial or otherwise, or particular occasion or event which would necessitate or require the Securities Act sale or is exempt from registration.distribution of the Golden Matrix Shares. No one other than such Transferee will have any beneficial interest in said securities; 4.4 The (iii) Each Transferee represents acknowledges that it is an “accredited investor” as such term is defined in Rule 501(a) 501 of Regulation D of the Securities Act, as the same is more particularly set forth in Section 2 of this Certificate; (iv) Each Transferee (A) is aware of, has received and had an opportunity to review (i) Golden Matrix’s Annual Report on Form 10-K for the most recent fiscal year ended prior to the Buyout Closing Date; and (ii) Golden Matrix’s Quarterly Reports on Form 10-Q and current reports on Form 8-K issued on or prior to the Buyout Closing Date (which filings can be accessed by going to xxxxx://xxx.xxx.xxx/xxxxx/searchedgar/companysearch.html, typing “Golden Matrix Group, Inc.” in the “Purchaser name” field, and clicking the “Search” button), in each case (i) through (ii), including the audited and unaudited financial statements, description of business, risk factors, results of operations, certain transactions and related business disclosures described therein (collectively the “Disclosure Documents”) and an independent investigation made by it of Golden Matrix; (B) has, a reasonable time prior to the date of this Agreement, been given an opportunity to review material contracts and documents of Golden Matrix and has had an opportunity to ask questions of and receive answers from Golden Matrix’s officers and directors and has no pending questions as of the date of this Agreement; and (C) is not relying on any oral representation of Golden Matrix or any other person, nor any written representation or assurance from Golden Matrix; in connection with each Transferee’s acceptance of the Securities and investment decision in connection therewith. Each Transferee acknowledges that due to its receipt of and review of the information described above, it has received similar information as would be included in a Registration Statement filed under the Securities Act; (v) Each Transferee has such knowledge and experience in financial and business matters such that such Transferee is capable of evaluating the merits and risks of an investment in the Golden Matrix Shares and of making an informed investment decision, and acknowledges does not require a representative in evaluating the transfer contemplated hereby merits and risks of an investment in the Golden Matrix Shares; (vi) Each Transferee has had an opportunity to ask questions of and receive satisfactory answers from Golden Matrix, or any person or persons acting on behalf of Golden Matrix, concerning the terms and conditions of this Certificate and Golden Matrix, and all such questions have been answered to the full satisfaction of such Transferee; (vii) Each Current Shareholder recognizes that an investment in Golden Matrix is being made a speculative venture. The ownership of the Golden Matrix Shares as an investment involves special risks; (viii) Each Transferee realizes that the Golden Matrix Shares cannot readily be sold as they will be restricted securities and therefore the Golden Matrix Shares must not be accepted unless such Transferee has liquid assets sufficient to assure that such purchase will cause no undue financial difficulties and such Transferee can provide for current needs and possible personal contingencies; (ix) Each Transferee confirms and represents that it is able (i) to bear the economic risk of its investment, (ii) to hold the Golden Matrix Shares for an indefinite period of time, and (iii) to afford a complete loss of its investment; (x) Each Transferee has carefully considered and has, to the extent it believes such discussion necessary, discussed with its professional, legal, tax and financial advisors, the suitability of an investment in reliance on the Golden Matrix Shares for its particular tax and financial situation and its advisers, if such advisors were deemed necessary, have determined that the Golden Matrix Shares are a private placement exemption applicable suitable investment for itself; (xi) Each Transferee has not become aware of and has not been offered the Golden Matrix Shares by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act such Transferee’s knowledge, those individuals that have attended have been invited by any such or similar exemptions means of general solicitation or advertising; (xii) Each Transferee confirms and acknowledges that Golden Matrix is under state law. 4.5 The Transferee has no contract, undertaking, agreement obligation to register or arrangement with seek an exemption under any person to sell, transfer or pledge to such person or anyone else any of the Class A Units the Transferee hereby acquires (or any part thereof), and the Transferee has no present plans to enter into any such contract, undertaking, agreement or arrangement. 4.6 The Transferee acknowledges and agrees that the Class A Units acquired by it pursuant to this Agreement are subject to restrictions on transfer under the Securities Act and applicable federal and/or state securities laws and may not be resold in violation thereof. The Transferor shall make a notation regarding the restrictions on acts for any sale or transfer of the Class A Units issued pursuant to this Agreement in its booksGolden Matrix Shares by such Transferee, and such Class A Units shall be transferred on Transferee is solely responsible for determining the books status, in its hands, of the Transferor only pursuant to Golden Matrix Shares acquired in connection herewith and in compliance with the provisions availability, if required, of exemptions from registration for purposes of sale or transfer of the Securities Act Golden Matrix Shares; and (xiii) Each Transferee confirms and applicable state securities laws.acknowledges that the Golden Matrix Shares will bear the following restrictive legend (or a similar legend):