Common use of Representations and Warranties of Transferee Clause in Contracts

Representations and Warranties of Transferee. In connection with the transfer of the respective Shares to the Transferee, and the Transferee represents and warrants to the Transferor that: (a) The Transferee acknowledges that Transferor has made no representation to Transferee regarding the Company, its business or prospects. (b) The Transferee is accepting transfer of the Shares for investment for the Transferee’s own account only, not as a nominee or agent, and not with a view to, or for resale in connection with, any “distribution” of the Shares within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). By executing this Agreement, the Transferee represents that the Transferee does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Shares. (c) The Transferee represents and warrants to the Transferor that the Transferee is not a U.S. Person. The Transferee further makes the representations and warranties to the Company and Transferor set forth on Exhibit A. (d) The Transferee understands that the Shares have not been registered under the Securities Act and, if issued in 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 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 outside 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. In The undersigned Transferee, in connection with the transfer its receipt and acceptance of certain Golden Matrix Shares pursuant to Section 4 of the respective Shares to the TransfereeShareholders Agreement, represents, warrants, and certifies that the Transferee represents following is true and warrants to correct as of the Transferor thatBuyout Closing Date: (ai) The Transferee acknowledges recognizes that Transferor has made no representation to Transferee regarding the CompanyGolden Matrix Shares have not been registered under the Securities Act, its business or prospects. (b) The Transferee is accepting transfer nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the Golden Matrix Shares for investment for are registered under the Transferee’s own account only, not as a nominee or agent, and not with a view to, or for resale in connection with, any “distribution” of the Shares within the meaning of the U.S. Securities Act of 1933, as amended (the “Securities Act”)) or unless an exemption from registration is available. By executing this Agreement, Such Transferee may not sell the Transferee represents that Golden Matrix Shares without registering them under the Transferee does not have Securities Act and any contract, undertaking, agreement, or arrangement with any person to sell, transfer or grant participations to applicable state securities laws unless exemptions from such person or to any third person, registration requirements are available with respect to any such sale; (ii) Each Transferee is acquiring the Golden Matrix Shares for its own account for long-term investment and not with a 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 sale or distribution of the Golden Matrix Shares.. No one other than such Transferee will have any beneficial interest in said securities; (ciii) The Each Transferee represents and warrants to the Transferor that the Transferee is not a U.S. Person. The Transferee further makes the representations and warranties to the Company and Transferor set forth on Exhibit A. (d) The Transferee understands that the Shares have not been registered under the Securities Act and, if issued in 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 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 outside 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 an “accredited investor” as such term is defined in Rule 144 promulgated under 501 of Regulation D of the Securities Act, as presently the same is more particularly set forth in effectSection 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 understands clicking the resale limitations imposed thereby “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 does not require a representative in evaluating the 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 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 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 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 such Transferee’s knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising; (xii) Each Transferee confirms and acknowledges that Golden Matrix is under no obligation to register or seek an exemption under any federal and/or state securities acts for any sale or transfer of the Golden Matrix Shares by such Transferee, and such Transferee is solely responsible for determining the status, in its hands, of the Golden Matrix Shares acquired in connection herewith and the availability, if required, of exemptions from registration for purposes of sale or transfer of the Golden Matrix Shares; and (xiii) Each Transferee confirms and acknowledges that the Golden Matrix Shares will bear the following restrictive legend (or a similar legend):

Representations and Warranties of Transferee. In connection with the transfer of the respective Shares to the Transferee, and the Transferee hereby represents and warrants to the each of Transferor thatas follows: (a) The Transferee acknowledges that Transferor has made no representation all requisite power and authority to Transferee regarding execute and deliver this Agreement and to carry out all of the Company, its business or prospectsterms 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 executed and delivered on behalf of Transferee and constitutes the legal, valid and binding obligation of Transferee, enforceable against 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). (c) Transferee is accepting transfer of the Shares for investment for the Transferee’s own account only, not as a nominee or agent, and not with a view to, or for resale in connection with, any an “distributionaccredited investor” of the Shares within the meaning of Rule 501 under the Securities Act of 1933, as amended (the “Securities 1933 Act”). By executing this Agreement, the Transferee represents that the Transferee does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Shares. (c) The Transferee represents and warrants to the Transferor that the Transferee is not a U.S. Person. The Transferee further makes the representations and warranties to the Company and Transferor set forth on Exhibit A. (d) The Transferee is acquiring the Shares for its own account, for investment and not with a view to any resale or distribution thereof in violation of the 1933 Act. Transferee understands that the Shares have not been registered under the Securities 1933 Act andor any state securities laws and may not be assigned, if issued in accordance with sold or otherwise transferred without registration under the provisions of this Agreement, will be issued by reason of a specific 1933 Act or any relevant state securities laws or exemption from the registration provisions therefrom; that SRGL has no obligation or intention to register any of the Securities Shares under the 1933 Act which depends uponor state securities laws, among other things, or to permit sales pursuant to Regulation A under the bona fide nature 1933 Act; and that Transferee must therefore bear the economic risk of the investment intent and 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 holding the Shares in accordance with the Company’s charter documents or the laws for an indefinite period of its jurisdiction of incorporationtime. (e) The Transferee understands 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 are characterized and SRGL. (f) Transferee is a “qualified purchaser” 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 defined 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(22(a)(51) of the Securities 1940 Act for transactions by an issuer not involving a public offering or Regulation S for offers and sales of securities outside 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 related rules promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Actand Exchange Commission.

Representations and Warranties of Transferee. In connection with the transfer of the respective Shares to the Transferee, and the Transferee represents and warrants to the Transferor that: (ai) The Transferee acknowledges that Transferor is duly organized, validly existing and in good standing under the laws of British Columbia, Canada and has made no representation the requisite power and authority to Transferee regarding the Company, execute and deliver this Agreement and to perform all of its business or prospectsobligations hereunder. (bii) The execution, delivery and performance by Transferee is accepting transfer of this Agreement have been duly authorized and approved by all necessary action by Transferee, and assuming due authorization, execution and delivery by Transferor, this Agreement constitutes the Shares for investment for legal, valid and binding obligations of Transferee, enforceable against Transferee in accordance with its terms. (iii) The execution and delivery of this Agreement and the performance of Transferee’s own account onlyobligations hereunder do not conflict with, not as violate, breach, constitute a nominee or agent, and not with a view todefault under, or for resale in connection with, require any “distribution” of the Shares within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). By executing this Agreement, the consent under any contract between Transferee represents that the and any third party or any obligation owed by Transferee does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer or grant participations to such person or to any third personparty 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 respect to the ownership or voting of any of the 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 are there grounds on which any such action or proceeding might be commenced. No action or proceeding is pending or threatened by any person or governmental entity to enjoin or prohibit the purchase of the Consideration Shares contemplated herein or the right of the Transferor to own the Consideration Shares. (cvi) The Transferee represents and warrants to the Transferor that the Transferee is not a U.S. Person. The Transferee further makes the representations and warranties to the Company and Transferor set forth on Exhibit A. (d) The Transferee understands that the Consideration Shares have not been registered under the Securities Act duly and validly authorized and, if issued in accordance with on the provisions of this AgreementAgreement Effectiveness Date, the Consideration Shares will be validly 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 as fully paid and the accuracy non-assessable shares 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 outside 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. In The undersigned Transferee, in connection with the transfer its receipt and acceptance of certain Golden Matrix Shares pursuant to Section 4 of the respective Shares to the TransfereeShareholders Agreement, represents, warrants, and certifies that the Transferee represents following is true and warrants to correct as of the Transferor thatBuyout Closing Date: (ai) The Transferee acknowledges recognizes that Transferor has made no representation to Transferee regarding the CompanyGolden Matrix Shares have not been registered under the Securities Act, its business or prospects. (b) The Transferee is accepting transfer nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the Golden Matrix Shares for investment for the Transferee’s own account only, not as a nominee or agent, and not with a view to, or for resale in connection with, any “distribution” of the Shares within the meaning of are registered under the Securities Act of 1933, as amended (the “Securities Act”)) or unless an exemption from registration is available. By executing this Agreement, Such Transferee may not sell the Transferee represents that Golden Matrix Shares without registering them under the Transferee does not have Securities Act and any contract, undertaking, agreement, or arrangement with any person to sell, transfer or grant participations to applicable state securities laws unless exemptions from such person or to any third person, registration requirements are available with respect to any such sale; (ii) Each Transferee is acquiring the Golden Matrix Shares for its own account for long-term investment and not with a 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 sale or distribution of the Golden Matrix Shares.. No one other than such Transferee will have any beneficial interest in said securities; (ciii) The Each Transferee represents and warrants to the Transferor that the Transferee is not a U.S. Person. The Transferee further makes the representations and warranties to the Company and Transferor set forth on Exhibit A. (d) The Transferee understands that the Shares have not been registered under the Securities Act and, if issued in 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 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 outside 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 an “accredited investor” as such term is defined in Rule 144 promulgated under 501 of Regulation D of the Securities Act, as presently the same is more particularly set forth in effectSection 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 understands clicking the resale limitations imposed thereby “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 does not require a representative in evaluating the 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 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 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 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 such Transferee’s knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising; (xii) Each Transferee confirms and acknowledges that Golden Matrix is under no obligation to register or seek an exemption under any federal and/or state securities acts for any sale or transfer of the Golden Matrix Shares by such Transferee, and such Transferee is solely responsible for determining the status, in its hands, of the Golden Matrix Shares acquired in connection herewith and the availability, if required, of exemptions from registration for purposes of sale or transfer of the Golden Matrix Shares; and (xiii) Each Transferee confirms and acknowledges that the Golden Matrix Shares will bear the following restrictive legend (or a similar legend):

Representations and Warranties of Transferee. In connection with the transfer of the respective Shares to the Transferee, Transferee and the Transferee REIT each hereby represents and warrants to the Transferor thatTransferors as follows, which representations and warranties shall survive the Closing for the period set forth in Paragraph 18(e) below: (a) The Transferee acknowledges that Transferor has made no representation is a limited partnership duly organized, validly existing and in good standing under the laws of the State of California. This Agreement 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 regarding and are or at the CompanyClosing will be legal, its business valid and binding obligations of Transferee, and do not and at the time of Closing will not violate any provisions of any agreement or prospectsjudicial order to which Transferee is subject. (b) The Transferee REIT is accepting transfer a corporation duly organized, validly existing and in good standing under the laws of the Shares for investment for State of Maryland and is qualified to do business in good standing under the Transferee’s own account only, not as a nominee or agentlaws of the State of California. This Agreement is, and not with a view toall 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 REIT and are or for resale in connection withat the Closing will be legal, any “distribution” valid and binding obligations of the Shares within REIT, and do not and at the meaning time of Closing will not violate any provisions of any agreement or judicial order to which the Securities Act of 1933, as amended (the “Securities Act”). By executing this Agreement, the Transferee represents that the Transferee does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the SharesREIT is subject. (c) The Transferee represents REIT has complied in all material respects with all disclosure and warrants 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 REIT with the Securities and Exchange Commission pursuant to the Transferor reporting requirements of Section 13 of the Securities Exchange Act 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 price of the Common Stock. Notwithstanding anything to the contrary provided in this Agreement, Transferee is shall not a U.S. Person. The Transferee further makes be liable for the breach of any of its representations and warranties to the Company and Transferor set forth on Exhibit A. (d) The Transferee understands that the Shares have not been registered under the Securities Act and, if issued in 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 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 outside 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.herein if

Representations and Warranties of Transferee. In connection with 4.1 The Transferee has the transfer 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 respective Shares to the Transferee, and enforceable against the Transferee represents and warrants to the Transferor that: (a) The Transferee acknowledges that Transferor has made no representation to Transferee regarding the Company, in accordance with its business or prospectsterms. (b) 4.2 The Transferee is accepting transfer of acquiring the Shares for investment Class A Units pursuant to this Agreement for the Transferee’s own account onlyaccount, not as a nominee or agent, for investment and not with a view toto the distribution thereof, or for resale in connection with, nor with any “distribution” present intention of distributing the Shares within same. 4.3 The Transferee understands that the meaning of 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 does not have any has no contract, undertaking, agreement, agreement or arrangement with any person to sell, transfer or grant participations pledge to such person or to any third person, with respect to anyone else any of the SharesClass 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. (c) 4.6 The Transferee represents acknowledges and warrants to the Transferor agrees that the Transferee is not a U.S. Person. The Transferee further makes the representations and warranties Class A Units acquired by it pursuant to the Company and Transferor set forth this Agreement are subject to restrictions on Exhibit A. (d) The Transferee understands that the Shares have not been registered transfer under the Securities Act andand 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, if issued and such Class A Units shall be transferred on the books of the Transferor only pursuant to and in accordance compliance 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 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 incorporationapplicable state securities laws. (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 outside 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. In connection with the transfer of the respective Shares to the Transferee, and the Each Transferee represents and warrants to the each Transferor thatas follows: (a) The Each Transferee acknowledges that Transferor has made no representation all power and authority to Transferee regarding the Companyexecute, its business or prospectsdeliver and perform this Agreement. (b) This Agreement is the valid and binding obligation of each Transferee, enforceable against each Transferee in accordance with its terms. (c) The Transferee is accepting transfer of the CLAD Shares will be acquired for investment for the account of each Transferee’s own account only. In connection therewith, not each Transferee confirms that he or she is neither a U.S Person, as a nominee or agentsuch term is defined in Rule 902(k) of Regulation S, nor located within the United States, and not with a view tothat the transaction will be between non-U.S. Persons, or for resale in connection with, any “distribution” and take place outside of the United States. Each Transferee further confirms that he or she is not acquiring the securities for the account or benefit of any U.S. person. (d) Each Transferee has never been contacted concerning the acquired CLAD Shares within or the meaning matters set forth in this Agreement by means of any advertisement or other general solicitation. (e) Each Transferee understands that (i) the CLAD Shares have not been registered under either the Securities Act of 1933, as amended (the “Securities Act”). By executing this Agreement, the Transferee represents that the Transferee does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Shares. (c) The Transferee represents and warrants to the Transferor that the Transferee is not a U.S. Person. The Transferee further makes the representations and warranties to the Company and Transferor set forth on Exhibit A. (d) The Transferee understands that the Shares have not been registered under the Securities Act and, if issued in 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 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 by reason of the U.S. specific exemptions there from and that such securities may be resold in the transfer of the Shares is being effected in reliance upon an exemption from United States without registration afforded either under Section 4(2) of the Securities Act for transactions by only in certain limited circumstances. (f) Each Transferee has access to information relating to CLAD as Each Transferee deem necessary to make an issuer not involving a public offering 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 Regulation S promulgated under the Securities Act, is available only for offers and sales of securities outside 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 effectUnited States, and understands the resale limitations imposed thereby and by the Securities Act.will comply with Regulation S.