Common use of Restrictions on Resale Clause in Contracts

Restrictions on Resale. COMCOR understands that the AGI Common Stock to be received pursuant to this Agreement may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the sale of such AGI Common Stock, or an available exemption from registration under the Securities Act or a sale under and in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR transfer or dispose of any of the AGI Common Stock to be received pursuant to this Agreement (other than pursuant to an effective registration statement under the Securities Act) unless and until (A) COMCOR shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR shall have furnished to AGI at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to the following effect: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state of the United States or in any other jurisdiction. The securities represented hereby may not be offered, sold or transferred in the absence of an effective registration statement for the securities under applicable securities laws, unless offered, sold or transferred pursuant to an available exemption from the registration requirements of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to Xxxxxxxx Group, Inc. delivered to Xxxxxxxx Group, Inc., that such transfer may be made without registration under the Securities Act." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR shall cooperate in the placement of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144.

Restrictions on Resale. COMCOR understands If you are one of our “affiliates” as defined in Rule 405 under the Securities Act, resales of shares of our common stock that you acquire under awards under the AGI Common Stock Plan will be subject to be received pursuant to this Agreement may not be soldthe volume, transferred or otherwise disposed manner of without registration sale and reporting requirements of Rule 144 under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the sale of such AGI Common Stock, or an available exemption from registration unless we register your shares under the Securities Act for resale pursuant to a separate prospectus. If you have been designated as one of our reporting officers for purposes of Section 16(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), resales of shares of our common stock that you acquire under awards pursuant to the Plan may be “matched” with nonexempt purchases of our common stock within the previous or a sale under and following six months for purposes of the “short‑swing profits” recovery provisions of Section 16(b). Further, in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR transfer or dispose may you sell shares of any of the AGI Common Stock to be received our common stock, whether acquired pursuant to this Agreement (the Plan or otherwise, if you are in possession of material information regarding our company that has not been publicly disclosed. You are advised to consult with counsel regarding your status as an affiliate and as a Section 16(b) reporting officer and the application of other than federal and state securities laws to resales of shares of our common stock that you acquire pursuant to an effective the Plan. We have filed a registration statement with respect to the shares of our common stock offered under the Plan with the Securities Act) unless and until (A) COMCOR shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR shall have furnished to AGI at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration Exchange Commission under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain This registration statement incorporates by reference certain documents including our most recent Annual Report on Form 10-K and all subsequent reports on Form 10-K, Form 10-Q and Form 8-K, our proxy statements, and a legend substantially to the following effect: "The securities represented by this certificate have not been registered description of our common stock filed under the Securities Act Exchange Act, which documents are also incorporated by reference in this Prospectus. We will promptly furnish, without charge, on your request, a copy of 1933any of the documents incorporated by reference in the registration statement and in this Prospectus (other than exhibits to such documents which are not specifically incorporated by reference in such documents), as amendedwell as our most recent Annual Report to Shareholders, if any, and any and all documents supplementing or updating the securities laws of any state of the United States or information contained in any other jurisdictionthis Prospectus (including Plan information previously delivered, if requested). The securities represented hereby may not Such requests should be offered, sold or transferred in the absence of an effective registration statement for the securities under applicable securities laws, unless offered, sold or transferred pursuant to an available exemption from the registration requirements of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to Xxxxxxxx Group, Inc. delivered to Xxxxxxxx Groupaddressed to: EnPro Industries, Inc., that such transfer may be made without registration under the Securities Act0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxx Xxxxxxxx, 00000-0000, Attn: Xxxxx Xxxxx." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR shall cooperate in the placement of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144.

Restrictions on Resale. COMCOR Such Transferor understands that the AGI Common Stock to be received pursuant to this Agreement may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the sale of such AGI Common Stock, or an available exemption from registration under the Securities Act or a sale under and in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR such Transferor transfer or dispose of any of the AGI Common Stock to be received pursuant to this Agreement (other than pursuant to an effective registration statement under the Securities Act) unless and until (A) COMCOR such Transferor shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR such Transferor shall have furnished to AGI AGI, at the expense of COMCOR or its transferee such Transferor, an opinion of counsel reasonably satisfactory to AGI, AGI to the effect that a public sale or such transfer of the shares evidenced by such certificate may be made without registration under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to the following effect: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state of the United States or in any other jurisdiction. The securities represented hereby may not be offered, sold or transferred in the absence of an effective registration statement for the securities under applicable securities laws, unless offered, sold or transferred pursuant to an available exemption from the registration requirements of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to Xxxxxxxx Group, Inc. delivered to Xxxxxxxx Group, Inc., that such transfer may be made without registration under the Securities Act." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI AGI, that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR such Transferor shall cooperate in the placement of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144.

Restrictions on Resale. COMCOR understands that (a) All of the AGI Pubco Common Stock obtained by Holders of the Exchangeable Shares through the exercise of rights related to the Exchangeable Shares will be received subject to the restrictions imposed by all applicable laws, rules and regulations and other requirements of all regulatory authorities having jurisdiction. All the Pubco Common Stock obtained by Holders of the Exchangeable Shares through the exercise of rights related to the Exchangeable Shares will be subject to a one year hold period commencing on the date the holders of the Exchangeable Shares receive shares of the Pubco Common Stock and, in addition to the resale restrictions contained in the securities laws applicable to each Holder, each Holder agrees not to sell more than 3% of the Pubco Common Stock held by them during any three month period from the first anniversary of the Closing (as defined in the Amalgamation Agreement) until the second anniversary of the Closing. If the Holder does not sell their shares of Pubco Common Stock, the additional 3% resale restriction shall be cumulative from such dates. (b) The Holders acknowledge that any Pubco Common Stock issued on exchange of the Exchangeable Shares, pursuant to the terms and conditions set forth in the Exchangeable Share Provisions, this Agreement and the Support Agreement, will have such hold periods as are required under applicable securities laws and as a result may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefromdisposed, and that in the absence of an effective registration statement covering the sale of such AGI Common Stock, or an available exemption from registration under the Securities Act or a sale under and in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR transfer or dispose of any of the AGI Common Stock to be received pursuant to this Agreement (other than except pursuant to an effective registration statement under the Securities Act) unless and until (A) COMCOR shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR shall have furnished to AGI at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to the following effect: "The securities represented by this certificate have not been registered under the United States Securities Act of 1933, as amendedamended (the "1933 Act"), or the securities laws of any state of the United States or in any other jurisdiction. The securities represented hereby may not be offered, sold or transferred in the absence of an effective registration statement for the securities under applicable securities laws, unless offered, sold or transferred pursuant to an available exemption from from, or in a transaction not subject to, the registration requirements of those laws the 1933 Act and provided in each case only in accordance with applicable state securities laws. (c) The Holders acknowledge that Pubco is not a reporting issuer in any of the availability Provinces of such exemption is confirmed by an opinion of counsel reasonably satisfactory to Xxxxxxxx Group, Inc. delivered to Xxxxxxxx Group, Inc., that such transfer may be made without registration under the Securities Act." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, Canada and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder therefore resale of any certificate, if (x) of the sale of such shares of AGI Pubco Common Stock is registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold restricted except pursuant to an effective registration statement or under Rule 144, and COMCOR shall cooperate in the placement of such legend. Such legend shall thereafter be removed exemption from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144applicable securities legislation.

Restrictions on Resale. COMCOR understands that (a) Neither the AGI Common Stock to be received Purchased Shares issued pursuant to this Agreement may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in Share Purchase nor the absence of an effective registration statement covering the sale of such AGI Common Stock, or an available exemption from registration under the Securities Act or a sale under and in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR transfer or dispose of any of the AGI Common Stock to be received Series B Preferred Shares issued pursuant to this Agreement (other than pursuant to an effective registration statement the Merger will be registered under the Securities Act) unless and until (A) COMCOR shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR shall have furnished to AGI at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to the following effect: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state of the United States or in any other jurisdiction. The securities represented hereby may state, and cannot be offeredtransferred, hypothecated, sold or transferred in the absence otherwise disposed of an effective until: (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) AVTX receives an opinion of counsel for the securities under applicable securities lawsholders of the shares proposed to be transferred, unless offeredreasonably satisfactory to <PAGE> counsel for AVTX, sold or transferred pursuant to that an available exemption from the registration requirements of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to Xxxxxxxx Group, Inc. delivered to Xxxxxxxx Group, Inc., that such transfer may be made without registration under the Securities Act." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act is available. The certificates representing the Purchased Shares and the Merger Shares which are being issued hereunder shall contain a legend substantially as contemplated by the Registration Rights Agreement or otherwisefollows: “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGIAS AMENDED, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR ADVANCE TECHNOLOGIES INC. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspendedRECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR ADVANCE TECHNOLOGIES, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR shall cooperate in the placement of such legendINC. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. COMCOR understands PalEx has informed the Stockholders that PalEx intends to account for the AGI Merger as a pooling-of-interests under Opinion No. 16. PalEx has also informed the Stockholders that its ability to account for the Merger as a pooling-of-interests was a material factor considered by PalEx in PalEx's decision to enter into this Agreement. Therefore, pursuant to Opinion No. 16, prior to the publication and dissemination by PalEx of consolidated financial results which include results of the combined operations of the Company and PalEx for at least 30 days on a consolidated basis following the Effective Time, the Stockholders shall not sell, offer to sell, or otherwise transfer or dispose of, any shares of the PalEx Common Stock received by Stockholders, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' risk of owning shares of PalEx. The certificates evidencing the PalEx Common Stock to be received pursuant to this Agreement may not be sold, transferred or otherwise disposed of without registration under by the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the sale of such AGI Common Stock, or an available exemption from registration under the Securities Act or a sale under and in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event Stockholders will COMCOR transfer or dispose of any of the AGI Common Stock to be received pursuant to this Agreement (other than pursuant to an effective registration statement under the Securities Act) unless and until (A) COMCOR shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR shall have furnished to AGI at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain bear a legend substantially to the following effect: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state of the United States or in any other jurisdiction. The securities represented hereby may not be offered, sold or transferred in the absence of an effective registration statement for the securities under applicable securities laws, unless offered, sold or transferred pursuant to an available exemption from the registration requirements of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to Xxxxxxxx Group, Inc. delivered to Xxxxxxxx Group, Inc., that such transfer may be made without registration under the Securities Act." Unless otherwise required by applicable securities Laws, the legend form set forth above shall be removedbelow: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificateTRANSFERRED OR ASSIGNED, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwiseAND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGITRANSFER OR ASSIGNMENT, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST 30 DAYS OF COMBINED OPERATIONS OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER FOR WHICH THESE SHARES ARE ISSUED. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspendedUPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR shall cooperate in the placement of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144THE ISSUER WILL REMOVE THIS RESTRICTIVE LEGEND WHEN THIS REQUIREMENT HAS BEEN MET.

Restrictions on Resale. COMCOR understands that None of the AGI Exchange Securities, the DPW Series D Preferred Stock, the DPW Series E Preferred Stock or the shares of DPW Common Stock to into which each such security is convertible or exercisable (collectively, the “Securities”) will be received pursuant to this Agreement may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the sale of such AGI Common Stock, or an available exemption from registration under the Securities Act or a sale under and in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR transfer or dispose of any of the AGI Common Stock to be received pursuant to this Agreement (other than pursuant to an effective registration statement registered under the Securities Act) unless and until (A) COMCOR shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR shall have furnished to AGI at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to the following effect: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state of the United States or in any other jurisdiction. The securities represented hereby may state, and cannot be offeredtransferred, hypothecated, sold or transferred in the absence otherwise disposed of an effective until; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) DPW receives an opinion of counsel for the securities under applicable securities lawssecurityholder, unless offeredreasonably satisfactory to counsel for DPW, sold or transferred pursuant to that an available exemption from the registration requirements of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to Xxxxxxxx Group, Inc. delivered to Xxxxxxxx Group, Inc., that such transfer may be made without registration under the Securities Act." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory is available. DPW has undertaken no obligation to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of file a registration statement covering with respect to the Securities and has no intention of doing so. The Exchange Securities for which the Subject Shares shall have been issued pursuant to this Agreement, and the shares evidenced by such certificate is suspendedof common stock issuable upon conversion of the DPW Series E Preferred Stock, or if AGI reasonably determines that shall contain a supplement or amendment to such registration statement is required by applicable securities lawlegend substantially as follows: “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, then upon reasonable advance written notice to the holder of such certificateAS AMENDED, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144AND MAY NOT BE SOLD, and COMCOR shall cooperate in the placement of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

Restrictions on Resale. COMCOR understands The Purchaser acknowledges that the AGI Common Stock to Notes and any shares of TMRC Converted Shares (if and when issued) must be received pursuant to this Agreement may not be sold, transferred or otherwise disposed of without registration held indefinitely unless and until they are subsequently registered under the Securities Act or an exemption therefrom, from such registration is available and that in the absence of an effective registration statement covering the sale of all certificates representing TMRC Converted Shares if and when issued, unless such AGI Common Stock, or an available exemption from registration shares have been registered under the Securities Act or Act, shall have endorsed thereon the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL SUCH SHARES ARE REGISTERED UNDER SUCH ACT, OR SUCH STATE LAWS, OR AN OPINION OF COUNSEL IS FURNISHED TO THE COMPANY (WHICH OPINION AND COUNSEL RENDERING SAME SHALL BE REASONABLY SATISFACTORY TO THE COMPANY) TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. The Purchaser also acknowledges that the Notes will bear a sale under legend substantially in the form included in the form of Note attached hereto as Exhibit A. The legends contained on the Notes and in compliance with Rule 144, such AGI Common Stock must the certificates representing TMRC Converted Shares shall be held indefinitely. In no event will COMCOR transfer or dispose removed by the Company upon delivery to it of any an opinion of counsel to the AGI Common Stock Company (which opinion and counsel rendering same shall be reasonably satisfactory to be received pursuant to this Agreement (other than pursuant to an effective the Company) that a registration statement under the Securities Act) unless and until (A) COMCOR shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR shall have furnished to AGI Act is at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory to AGI, time effective with respect to the effect that a public sale or transfer of the shares evidenced by legended security or that such certificate security may be made transferred without registration under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to the following effect: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state of the United States or in any other jurisdiction. The securities represented hereby may not be offered, sold or transferred in the absence of an effective registration statement for the securities under applicable securities laws, unless offered, sold or transferred pursuant to an available exemption from the registration requirements of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to Xxxxxxxx Group, Inc. delivered to Xxxxxxxx Group, Inc., that such transfer may be made without registration under the Securities Act." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to being in effect and without the holder requirements of such certificate, AGI may require that a legend on the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR shall cooperate in the placement hands of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144the transferee.

Restrictions on Resale. COMCOR understands By signing this Agreement, you agree not to exercise this Option or sell any Shares acquired upon exercise of this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise or sale. In particular, the Company shall have the right to designate one or more periods of time, each of which shall not exceed 180 days in length, during which this Option shall not be exercisable if the Company determines (in its sole discretion) that the AGI Common Stock to be received such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to this Agreement may not be soldthe Securities Act or any state securities laws with respect to any issuance of securities by the Company, transferred facilitate the registration or otherwise disposed qualification of without registration any securities by the Company under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the sale of such AGI Common Stockany state securities laws, or an available facilitate the perfection of any exemption from the registration under or qualification requirements of the Securities Act or a sale under and any applicable state securities laws for the issuance or transfer of any securities. Such limitation on exercise shall not alter the vesting schedule set forth in compliance with Rule 144this Agreement other than to limit the periods during which this Option shall be exercisable. Furthermore, such AGI Common Stock must be held indefinitely. In no event in respect of any underwritten public offering by the Company, you agree that you will COMCOR not sell or otherwise transfer or dispose of any Shares covered by this Option during a reasonable and customary period of time as agreed to by the Company and the underwriters, not to exceed the greater of (a) 180 days following the effective date of the AGI Common Stock to be received pursuant to this Agreement (other than pursuant to an effective registration statement of the Company filed under the Securities ActAct in respect of such offering and (b) unless and until (A) COMCOR shall have notified AGI such other period of time as agreed to by holders of a majority of the proposed disposition then outstanding Shares. By signing this Agreement you agree to execute and (B) if deliver such other agreements as may be reasonably requested by AGI, COMCOR shall have furnished the Company or the underwriter which are consistent with the foregoing or which are necessary to AGI at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory to AGI, give further effect thereto. The Company may impose stop-transfer instructions with respect to the effect that a public Shares subject to the foregoing restriction until the end of such period. If the sale or transfer of the shares evidenced by such certificate may be made without registration Shares under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to the following effect: "The securities represented by this certificate have Plan is not been registered under the Securities Act of 1933, as amendedamended (the "Securities Act"), but an exemption is available which requires an investment or other representation, you shall represent and agree at the securities laws time of any state of the United States or in any other jurisdiction. The securities represented hereby may not be offered, sold or transferred in the absence of an effective registration statement for the securities under applicable securities laws, unless offered, sold or transferred pursuant to an available exemption from the registration requirements of those laws and provided exercise that the availability Shares being acquired upon exercise of such exemption is confirmed by an opinion of counsel reasonably satisfactory to Xxxxxxxx Group, Inc. delivered to Xxxxxxxx Group, Inc., that such transfer may be made without registration under the Securities Act." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removedthis Option are being acquired for investment, and AGI or its transfer agent shall issue or cause to be issued not with a certificate without such legend view to the holder of any certificatesale or distribution thereof, if (x) the sale of and shall make such shares of AGI Common Stock is registered under the Securities Act other representations as contemplated are deemed necessary or appropriate by the Registration Rights Agreement or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance Company and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR shall cooperate in the placement of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144its counsel.

Restrictions on Resale. COMCOR understands that The Exchange Shares and the AGI shares of OTMI Common Stock issued to be received pursuant to this the Highland Stockholders under the OTMI Stock Purchase Agreement may will not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the sale of such AGI Common Stock, or an available exemption from registration under the Securities Act or a sale under and in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR transfer or dispose of any of the AGI Common Stock to be received pursuant to this Agreement (other than pursuant to an effective registration statement registered under the Securities Act) unless and until (A) COMCOR shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR shall have furnished to AGI at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to the following effect: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state of the United States or in any other jurisdiction. The securities represented hereby may state, and cannot be offeredtransferred, hypothecated, sold or transferred in the absence otherwise disposed of an effective until: (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) OTMI receives an opinion of counsel for the securities under applicable securities lawsstockholder, unless offeredreasonably satisfactory to counsel for OTMI, sold or transferred pursuant to that an available exemption from the registration requirements of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to Xxxxxxxx Group, Inc. delivered to Xxxxxxxx Group, Inc., that such transfer may be made without registration under the Securities Act." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated by is available. The certificates representing the Registration Rights Agreement or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration Exchange Shares under the Securities Act or OTMI Stock Purchase Agreement shall contain a legend substantially as follows: "THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR APPAREL TECHNOLOGIES, INC. (zFORMERLY, OPTIMUM INTERACTIVE (USA) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144LTD.) RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR APPAREL TECHNOLOGIES, INC. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended(FORMERLY, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities lawOPTIMUM INTERACTIVE (USA) LTD.) THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE." "PURSUANT TO THE SHARE EXCHANGE AGREEMENT DATED AS OF OCTOBER 31, then upon reasonable advance written notice to the holder of such certificate2006, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144BY AND AMONG DIAMOND DECISIONS, and COMCOR shall cooperate in the placement of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144INC., A NEVADA CORPORATION ("DIAMOND"), OPTIMUM INTERACTIVE (USA) LTD., A DELAWARE CORPORATION ("OTMI") AND CERTAIN OF THE SHAREHOLDERS AND EXECUTIVE OFFICERS OF DIAMOND, THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH IN A LOCK-UP AGREEMENT BY AND BETWEEN THE HOLDER HEREOF AND OTMI."

Restrictions on Resale. COMCOR understands that (a) Neither the AGI Common Stock to be received Purchased Shares issued pursuant to this Agreement may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in Share Purchase nor the absence of an effective registration statement covering the sale of such AGI Common Stock, or an available exemption from registration under the Securities Act or a sale under and in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR transfer or dispose of any of the AGI Common Stock to be received Series B Preferred Shares issued pursuant to this Agreement (other than pursuant to an effective registration statement the Merger will be registered under the Securities Act) unless and until (A) COMCOR shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR shall have furnished to AGI at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to the following effect: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state of the United States or in any other jurisdiction. The securities represented hereby may state, and cannot be offeredtransferred, hypothecated, sold or transferred in the absence otherwise disposed of an effective until: (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) AVTX receives an opinion of counsel for the securities under applicable securities lawsholders of the shares proposed to be transferred, unless offeredreasonably satisfactory to counsel for AVTX, sold or transferred pursuant to that an available exemption from the registration requirements of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to Xxxxxxxx Group, Inc. delivered to Xxxxxxxx Group, Inc., that such transfer may be made without registration under the Securities Act." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act is available. The certificates representing the Purchased Shares and the Merger Shares which are being issued hereunder shall contain a legend substantially as contemplated by the Registration Rights Agreement or otherwisefollows: "THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGIAS AMENDED, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR ADVANCE TECHNOLOGIES INC. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspendedRECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR ADVANCE TECHNOLOGIES, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR shall cooperate in the placement of such legendINC. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."

Restrictions on Resale. COMCOR understands that (a) The Exchange Stock. The Exchange Stock, the AGI Common FlameMaster Series B Preferred Stock to be received pursuant to this Agreement may and the FlameMaster Warrants (collectively, the "TRANSACTION SECURITIES") will not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the sale of such AGI Common Stock, or an available exemption from registration under the Securities Act or a sale under and in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR transfer or dispose of any of the AGI Common Stock to be received pursuant to this Agreement (other than pursuant to an effective registration statement registered under the Securities Act) unless and until (A) COMCOR shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR shall have furnished to AGI at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to the following effect: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state of the United States or in any other jurisdiction. The securities represented hereby may state, and cannot be offeredtransferred, hypothecated, sold or transferred in the absence otherwise disposed of an effective until; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) FlameMaster receives an opinion of counsel for the securities under applicable securities lawsstockholders, unless offeredreasonably satisfactory to counsel for FlameMaster, sold or transferred pursuant to that an available exemption from the registration requirements of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to Xxxxxxxx Group, Inc. delivered to Xxxxxxxx Group, Inc., that such transfer may be made without registration under the Securities Act." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act is available. The certificates representing the Transaction Securities shall contain a legend substantially as contemplated by the Registration Rights Agreement or otherwisefollows: "THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR FLAMEMASTER CORPORATION RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR FLAMEMASTER CORPORATION THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE." (yb) such holder provides AGI with an opinion All Exchange Stock for which Aries Equity shall have been exchanged pursuant to this Article II shall be deemed to have been issued in full satisfaction of counsel reasonably satisfactory to AGI, all rights pertaining to the effect that a public sale or Aries Equity. (c) All certificates (if any) representing the Aries Equity converted into the right to receive Exchange Stock pursuant to this Article I shall be furnished to FlameMaster subsequent to delivery thereof to the Exchange Agent pursuant to this Agreement. (d) On the Closing Date, the transfer books of each of Aries, Holdings and the Company shall be deemed to be closed and no transfer of the shares evidenced by such certificate may be made without registration under the Securities Act Aries Equity, Holdings Equity or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR shall cooperate in the placement of such legend. Such legend Company Shares shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144recorded thereon.

Restrictions on Resale. COMCOR understands that the AGI Common Stock to be received pursuant to this Agreement may (i) The Merger Shares. The Merger Shares will not be soldregistered under the Securities Act, transferred or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective until; (i) a registration statement covering the sale of with respect to such AGI Common Stock, or an available exemption from registration under the Securities Act or a sale under and in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR transfer or dispose of any of the AGI Common Stock to be received pursuant to this Agreement (other than pursuant to an securities is declared effective registration statement under the Securities Act, or (ii) unless and until (A) COMCOR shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR shall have furnished to AGI at the expense of COMCOR or its transferee AUGI receives an opinion of counsel for the stockholder, reasonably satisfactory to AGIcounsel for AUGI, to that an exemption from the effect that a public sale or transfer registration requirements of the shares evidenced by such certificate may be made without registration under Securities Act is available. The certificates representing the Securities Act. Any certificate or instrument evidencing number of Merger Shares for which the AGI Common Stock to be Lifetime Shares shall have been issued pursuant to this Agreement shall contain a legend substantially to the following effectas follows: "THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR AMERICAN UNITED GLOBAL, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR AMERICAN UNITED GLOBAL, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE." (ii) The securities represented by this certificate have Conversion Shares. Except as set forth in Section 4.02, the Conversion Shares will not been be registered under the Securities Act of 1933, as amendedAct, or the securities laws of any state of the United States or in any other jurisdiction. The securities represented hereby may state, and cannot be offeredtransferred, hypothecated, sold or transferred in the absence otherwise disposed of an effective until; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) AUGI receives an opinion of counsel for the securities under applicable securities lawsstockholder, unless offeredreasonably satisfactory to counsel for AUGI, sold or transferred pursuant to that an available exemption from the registration requirements of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to Xxxxxxxx Group, Inc. delivered to Xxxxxxxx Group, Inc., that such transfer may be made without registration under the Securities Act." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated by is available. The certificates representing the Registration Rights Agreement or otherwise, (y) such holder provides AGI with an opinion number of counsel reasonably satisfactory to AGI, to Conversion Shares into which the effect that a public sale or transfer of the shares evidenced by such certificate Merger Shares may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144converted shall contain a legend substantially as follows: "THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR AMERICAN UNITED GLOBAL, INC. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspendedRECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR AMERICAN UNITED GLOBAL, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR shall cooperate in the placement of such legendINC. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE."

Restrictions on Resale. COMCOR understands that (a) Neither the AGI Common Stock Company Shares issuable to the Winmark Shareholders nor any issuance or resale of such securities will be received pursuant to this Agreement registered under the Securities Act, or under the securities laws of any state or foreign jurisdiction, and neither the Company Shares nor any interest therein may not be transferred, pledged, hypothecated, granted, sold, transferred assigned or otherwise disposed of without (each, a “Transfer”) until (i) a registration statement with respect to the Transfer of such securities is declared effective under the Securities Act or an exemption therefromfrom the registration requirements of the Securities Act is available with respect to the Transfer of such securities, and that (ii) the applicable securities laws of any other foreign, state, local or other jurisdiction have been complied with in the absence of an effective registration statement covering the sale respect of such AGI Common Stocka Transfer. Such exemption or compliance shall be evidenced by an opinion of counsel selected by the transferor of the Company Shares, at the transferor’s expense, the form and substance of such opinion and of such counsel being acceptable to the Company, to the effect that the Transfer of the Company Shares has been registered or an available exemption from does not require registration under the Securities Act or a sale under the applicable securities laws of any foreign, state, local or other jurisdiction. The Company may also require the transferor to provide such additional documents, certificates, or other instruments as may be necessary and in customary to demonstrate compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR transfer or dispose of any of the AGI Common Stock to be received pursuant to this Agreement (other than pursuant to an effective registration statement under the Securities Act) unless and until (A) COMCOR shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR shall have furnished to AGI at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to the following effect: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or and the securities laws of the applicable foreign, state, local or other jurisdiction as to such Transfer. As a condition of any state such Transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and any Lock-Up Agreement. (b) The certificates representing the United States or in any Company Shares shall contain legends substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY FOREIGN, STATE, LOCAL OR OTHER JURISDICTION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND SUCH OTHER FOREIGN, STATE, LOCAL OR OTHER APPLICABLE SECURITIES LAWS (COLLECTIVELY, THE “SECURITIES LAWS”). THE SECURITIES ARE BEING OFFERED AND SOLD ONLY PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT. THE SECURITIES MAY NOT BE RE-OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER ALL APPLICABLE SECURITIES LAWS. THE HOLDER OF THE SECURITIES BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL ONLY OFFER, SELL OR OTHERWISE TRANSFER THESE SECURITIES: (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND/OR (E) IN COMPLIANCE WITH THE PROVISIONS OF ANY OTHER APPLICABLE SECURITIES LAWS, SUBJECT TO THE COMPANY’S RIGHT PRIOR TO ANY OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (C), (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATES AND/OR OTHER INFORMATION REASONABLY SATISFACTORY TO THE COMPANY, AT THE HOLDER’S EXPENSE. “PURSUANT TO A SHARE EXCHANGE AGREEMENT, DATED AS OF APRIL ___, 2010, BY AND AMONG CHINA DONGFANG HEALTHCARE GROUP INC., ELEGANT CAPITAL HOLDINGS LIMITED, DAILY FORTUNE INVESTMENTS LIMITED, EASTERN WELL HOLDINGS LIMITED, GOOD PRAISE HOLDINGS LIMITED, AND WINMARK GROUP LIMITED, THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, GRANTED, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR OTHERWISE DISPOSED OF, EXCEPT AS PERMITTED THEREBY AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH THEREIN.” (c) The certificates representing the Winmark Shares and the Company Shares shall further contain such other jurisdiction. The securities represented hereby may not be offered, sold or transferred in the absence of an effective registration statement for the securities legends as required under applicable securities lawsstate, unless offeredlocal or foreign law or any law, sold rule or transferred pursuant to an available exemption from the registration requirements of regulation (including those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to Xxxxxxxx Group, Inc. delivered to Xxxxxxxx Group, Inc., that such transfer may be made without registration under the Securities Act." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated by the Registration Rights Agreement stock exchange or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR shall cooperate in the placement of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144other market).

Restrictions on Resale. COMCOR understands Purchaser and Vendor acknowledge that the AGI Common Stock to be received pursuant to this Agreement may not be sold, transferred or otherwise disposed of without registration Purchaser is a fully reporting company under the Securities Act or an exemption therefromof 1933 ("Securities Act"), and that in is subject to the absence reporting requirement of an effective registration statement covering the sale of such AGI Common Stock, or an available exemption from registration under the Securities Act and Exchange Commission ("Commission") pursuant to Sections 12, 13, 14 or a sale under and in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR transfer or dispose of any 15(d) of the AGI Common Stock to be received pursuant to this Agreement Securities Exchange Act of 1934, as amended (other than pursuant to an effective registration statement under the Securities "Exchange Act") unless and until (A) COMCOR shall have notified AGI of the proposed disposition is current in its filings. Purchaser represents and (B) if requested by AGI, COMCOR shall have furnished to AGI at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory to AGI, to the effect warrants that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be of its common stock issued pursuant to this Agreement shall contain a legend substantially to the following effect: "The are restricted securities represented by this certificate have not been registered under the Securities Act of 1933, as amendedamended and are subject to restrictions upon transfer. Currently, or the securities laws under Rule 144 of any state of the United States or in any other jurisdiction. The securities represented hereby may not be offered, sold or transferred in the absence of an effective registration statement for the securities under applicable securities laws, unless offered, sold or transferred pursuant to an available exemption from the registration requirements of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to Xxxxxxxx Group, Inc. delivered to Xxxxxxxx Group, Inc., that such transfer may be made without registration under the Securities Act." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removeda non-affiliate (defined as someone who is not an officer, and AGI director or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate10% or more of a company's common stock) is allowed to resell shares after one (1) year, if (x) the such a sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated conducted through a market transaction. Rule 144 is subject to revision by the Registration Rights Agreement or otherwiseCommission. The certificates representing the Shares will contain a restrictive legend which reads as substantially follows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGIAS AMENDED, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144OR THE LAWS OF ANY STATE, AND ARE BEING ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION PERTAINING TO SUCH SECURITIES AND PURSUANT TO A REPRESENTATION BY THE SECURITY HOLDER NAMED HEREIN THAT SAID SECURITIES HAVE BEEN ACQUIRED FOR PURPOSES OF INVESTMENT AND NOT FOR PURPOSES OF DISTRIBUTION. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspendedTHESE SECURITIES MAY NOT BE OFFERED, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities lawSOLD, then upon reasonable advance written notice to the holder of such certificateTRANSFERRED, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION, and COMCOR shall cooperate in the placement of such legendOR THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144THE STOCK TRANSFER AGENT HAS BEEN ORDERED TO EFFECTUATE TRANSFERS ONLY IN ACCORDANCE WITH THE ABOVE INSTRUCTIONS.

Restrictions on Resale. COMCOR (a) The Purchaser understands that the AGI Common Stock to Shares are characterized as “restricted securities” under the Securities Laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be received pursuant to this Agreement may not be sold, transferred or otherwise disposed of resold without registration under the Securities Act only in certain limited circumstances. The Purchaser is familiar with Rule 144, as presently enacted under the Securities Act, and understands the resale limitations imposed thereby and by the Securities Act. The Purchaser understands that the Shares will be subject to certain limited rights of resale (after the expiration of the appropriate holding period) pursuant to the terms of Rule 144, provided all of the terms and conditions of such Rule have been met. The Company shall use reasonable efforts to ensure the continued availability of such Rule. The Purchaser is aware that the certificates representing the Shares will bear the legend specified in Section 4.5 below. The Purchaser consents to the issuance of stop transfer instructions to the Company’s transfer agent in order to maintain compliance with those restrictions. (b) The Purchaser understands and acknowledges that the Shares have not been registered for sale under the Securities Act or under certain state securities laws, in reliance upon exemptions therefrom for nonpublic offerings. The Purchaser understands that the Shares must be held indefinitely unless the sale thereof is subsequently registered under the Securities Act and under certain state securities laws or an exemption therefromor exemptions from such registration are available. The Purchaser further understands that the Company is under no obligation to register the Shares on its behalf. (c) During the Lock-Up Period, Purchaser shall not engage in any activity for the purpose of, or which may reasonably be expected to have the effect of, conditioning the market in the United States for the Shares or directly or indirectly offer, sell, transfer, pledge or otherwise dispose of the Shares, any interest therein in the United States or to, or for the account or benefit of, a “U.S. person” (as defined in Regulation S). Purchaser hereby also agrees that it shall not, either directly or indirectly, sell short the Company’s Shares of Common Stock in the United States or engage in any other hedging activities in the United States during the Lock-Up Period and it has not made any such sale in anticipation of purchasing the Shares. (d) Purchaser understands that the Shares or any interest therein are only transferable on the books and records of the Transfer Agents and Registrar of the Common Stock of the Company. Purchaser further understands that the Transfer Agents and Registrar will not register any transfer of the Shares or any interest therein which the Company in good faith believes violates the restrictions set forth herein. (e) Unless registered under the Securities Act, any proposed offer, sale, transfer, pledge or other disposition of any of the Shares or any interest therein shall be subject to the condition that Purchaser must deliver to the Company (i) a written certification that neither record nor beneficial ownership of the Shares or any interest therein, as the case may be, has been offered or sold in the United States or to, or for the account or benefit of, any “U.S. person” (as defined in Regulation S), (ii) a written certification of the proposed transferee that such transferee (or any account for which such transferee is acquiring such Shares or any interest therein, as the case may be) is not a “U.S. person” (as defined in Regulation S), that such transferee is acquiring such Shares or such interest therein, as the case may be, for such transferee’s own account (or an account over which it has investment discretion) and for investment and not with a view to a distribution, and that such transferee is knowledgeable of and agrees to be bound by the restrictions on re sale set forth in this section and Regulation S, and (iii) a written opinion of United States counsel, in form and substance satisfactory to the absence of an effective registration statement covering Company, to the sale effect that the offer, sale, transfer, pledge or other disposition of such AGI Common StockShares, or an available exemption any interest therein, as the case may be, are exempt from registration under the Securities Act and any applicable state securities or blue sky laws. (f) Purchaser will not, directly or indirectly, voluntarily offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a sale under and pledge of) the Shares or any interest therein otherwise than in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR transfer or dispose of any of the AGI Common Stock to be received pursuant to this Agreement (other than pursuant to an effective registration statement under the Securities Act) unless , any applicable state securities or blue sky laws and until (A) COMCOR shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR shall have furnished to AGI at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to the following effect: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the any applicable securities laws of any state jurisdictions outside the United States, and the rules and regulations promulgated thereunder. (g) The Offering and the acquisition of the United States or in Shares by the Purchaser pursuant to the terms of this Agreement do not violate any other jurisdiction. The securities represented hereby may not be offered, sold or transferred in the absence provision of an effective registration statement for the securities under any applicable securities laws, unless offered, sold or transferred pursuant to an available exemption from the registration requirements laws of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to Xxxxxxxx Group, Inc. delivered to Xxxxxxxx Group, Inc., that such transfer may be made without registration under the Securities ActIreland." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR shall cooperate in the placement of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144.

Restrictions on Resale. COMCOR understands If you are one of our “affiliates” as defined in Rule 405 under the Securities Act, resales of shares of our common stock that you acquire under awards under the AGI Common Stock Plan will be subject to be received pursuant to this Agreement may not be soldthe volume, transferred or otherwise disposed manner of without registration sale and reporting requirements of Rule 144 under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the sale of such AGI Common Stock, or an available exemption from registration unless we register your shares under the Securities Act for resale pursuant to a separate prospectus. If you have been designated as one of our reporting officers for purposes of Section 16(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), resales of shares of our common stock that you acquire under awards pursuant to the Plan may be “matched” with nonexempt purchases of our common stock within the previous or a sale under and following six months for purposes of the “short-swing profits” recovery provisions of Section 16(b). Further, in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR transfer or dispose may you sell shares of any of the AGI Common Stock to be received our common stock, whether acquired pursuant to this Agreement (the Plan or otherwise, if you are in possession of material information regarding our company that has not been publicly disclosed. You are advised to consult with counsel regarding your status as an affiliate and as a Section 16(b) reporting officer and the application of other than federal and state securities laws to resales of shares of our common stock that you acquire pursuant to an effective the Plan. We have filed a registration statement with respect to the shares of our common stock offered under the Plan with the Securities Act) unless and until (A) COMCOR shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR shall have furnished to AGI at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration Exchange Commission under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain This registration statement incorporates by reference certain documents including our most recent Annual Report on Form 10-K and all subsequent reports on Form 10-K, Form 10-Q and Form 8-K, our proxy statements, and a legend substantially to the following effect: "The securities represented by this certificate have not been registered description of our common stock filed under the Securities Act Exchange Act, which documents are also incorporated by reference in this Prospectus. We will promptly furnish, without charge, on your request, a copy of 1933any of the documents incorporated by reference in the registration statement and in this Prospectus (other than exhibits to such documents which are not specifically incorporated by reference in such documents), as amendedwell as our most recent Annual Report to Shareholders, if any, and any and all documents supplementing or updating the securities laws of any state of the United States or information contained in any other jurisdictionthis Prospectus (including Plan information previously delivered, if requested). The securities represented hereby may not Such requests should be offered, sold or transferred in the absence of an effective registration statement for the securities under applicable securities laws, unless offered, sold or transferred pursuant to an available exemption from the registration requirements of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to Xxxxxxxx Group, Inc. delivered to Xxxxxxxx Groupaddressed to: EnPro Industries, Inc., that such transfer may be made without registration under the Securities Act0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxx Xxxxxxxx, 00000-0000, Attn: Xxxxx Xxxxx." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR shall cooperate in the placement of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144.

Restrictions on Resale. COMCOR understands that DocSun Shareholders acknowledges and agrees as follows: (1) the AGI Common Stock to be received pursuant to this Agreement may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the sale of such AGI Common Stock, or an available exemption from registration under the Securities Act or a sale under and in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR transfer or dispose of any of the AGI Common Stock to be received pursuant to this Agreement (other than pursuant to an effective registration statement under the Securities Act) unless and until (A) COMCOR shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR shall have furnished to AGI at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may DocSun Common Shares and the issuance of the BioRegenx Common Shares in exchange therefore will be made without registration under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to appropriate exemptions (the following effect: "The securities represented by this certificate have not been registered “Exemptions”) under the Securities Act of 1933, as amended, or . (2) As a consequence of acquiring the securities laws of any state Closing BioRegenx Common Shares pursuant to the Exemptions: a) DocSun Shareholders will be restricted from using certain of the United States or in any other jurisdiction. The securities represented hereby may not be offered, sold or transferred in the absence of an effective registration statement for the securities under applicable securities laws, unless offered, sold or transferred pursuant to an civil remedies available exemption from the registration requirements of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to Xxxxxxxx Group, Inc. delivered to Xxxxxxxx Group, Inc., that such transfer may be made without registration under the Securities ActLaws; b) DocSun Shareholders may not receive information that might otherwise be required to be provided to DocSun Shareholders, and BioRegenx is relieved from certain obligations that would otherwise apply under Securities Laws if the Exemptions were not being relied upon by BioRegenx; c) no securities commission, stock exchange or similar regulatory authority has, or will have, reviewed or passed on the merits of an investment in the Closing BioRegenx Common Shares; d) there is no, and will not be, government or other insurance covering the Closing BioRegenx Common Shares; and e) an investment in the Closing BioRegenx Common Shares is speculative and of high risk." Unless otherwise (3) The certificates representing the Closing BioRegenx Common Shares will bear such legends as required by the applicable securities LawsSecurities Laws and it is the responsibility of DocSun Shareholders (and BioRegenx is in no way responsible) to find out what those restrictions are and to comply with them before selling or transferring the Closing BioRegenx Common Shares. (4) DocSun Shareholders are knowledgeable of, or has been independently advised as to, the legend set forth above shall be removed, and AGI or its transfer agent shall issue or cause Applicable Laws of the applicable jurisdiction(s) which apply to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares of AGI the DocSun Common Stock is registered under Shares and the Securities Act as contemplated by the Registration Rights Agreement or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer issuance of the shares evidenced by such certificate Closing BioRegenx Common Shares in exchange therefor, and which may be made without registration under impose restrictions on the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder resale of such certificate, AGI may require that Closing BioRegenx Common Shares in such jurisdiction(s) and it is the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant responsibility of DocSun Shareholders to an effective registration statement or under Rule 144find out (and BioRegenx is in no way responsible for advising as to) what those resale restrictions are, and COMCOR shall cooperate in to comply with them before selling or transferring the placement of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144BioRegenx Common Shares.

Restrictions on Resale. COMCOR understands Seller and Shareholders acknowledge that the AGI Common Stock to be received pursuant to this Agreement may not be sold, transferred or otherwise disposed of without registration MAX is a fully reporting company under the Securities Act or an exemption therefromof 1933 ("Securities Act"), and that in is subject to the absence reporting requirement of an effective registration statement covering the sale of such AGI Common Stock, or an available exemption from registration under the Securities Act and Exchange Commission ("Commission") pursuant to Sections 12, 13, 14 or a sale under and in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR transfer or dispose of any 15(d) of the AGI Common Stock to be received pursuant to this Agreement Securities Exchange Act of 1934, as amended (other than pursuant to an effective registration statement under the Securities "Exchange Act") unless and until (A) COMCOR shall have notified AGI of the proposed disposition is current in its filings. Max represents and (B) if requested by AGI, COMCOR shall have furnished to AGI at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory to AGI, to the effect warrants that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be of its common stock issued pursuant to this Agreement shall contain a legend substantially to the following effect: "The are restricted securities represented by this certificate have not been registered under the Securities Act of 1933, as amendedamended and are subject to restrictions upon transfer. Currently, or the securities laws under Rule 144 of any state of the United States or in any other jurisdiction. The securities represented hereby may not be offered, sold or transferred in the absence of an effective registration statement for the securities under applicable securities laws, unless offered, sold or transferred pursuant to an available exemption from the registration requirements of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to Xxxxxxxx Group, Inc. delivered to Xxxxxxxx Group, Inc., that such transfer may be made without registration under the Securities Act." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removeda non-affiliate (defined as someone who is not an officer, and AGI director or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate10% or more of a company's common stock) is allowed to resell shares after one (1) year, if (x) the such a sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated conducted through a market transaction. Rule 144 is subject to revision by the Registration Rights Agreement or otherwiseCommission. The certificates representing the Shares will contain a restrictive legend which reads as substantially follows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGIAS AMENDED, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144OR THE LAWS OF ANY STATE, AND ARE BEING ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION PERTAINING TO SUCH SECURITIES AND PURSUANT TO A REPRESENTATION BY THE SECURITY HOLDER NAMED HEREIN THAT SAID SECURITIES HAVE BEEN ACQUIRED FOR PURPOSES OF INVESTMENT AND NOT FOR PURPOSES OF DISTRIBUTION. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspendedTHESE SECURITIES MAY NOT BE OFFERED, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities lawSOLD, then upon reasonable advance written notice to the holder of such certificateTRANSFERRED, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION, and COMCOR shall cooperate in the placement of such legendOR THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144THE STOCK TRANSFER AGENT HAS BEEN ORDERED TO EFFECTUATE TRANSFERS ONLY IN ACCORDANCE WITH THE ABOVE INSTRUCTIONS.

Restrictions on Resale. COMCOR understands that Neither the AGI Common Stock Exchange Shares, nor the shares of Conversion Shares issued or issuable to the holders of Convertible Notes or any shares held by (or issuable to) any existing shareholders of Parent, will be received pursuant to this Agreement may registered under the Securities Act, or the securities laws of any state, and cannot be soldtransferred, transferred hypothecated, sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective until: (i) a registration statement covering the sale of with respect to such AGI Common Stock, or an available exemption from registration under the Securities Act or a sale under and in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR transfer or dispose of any of the AGI Common Stock to be received pursuant to this Agreement (other than pursuant to an securities is declared effective registration statement under the Securities Act, or (ii) unless and until (A) COMCOR shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR shall have furnished to AGI at the expense of COMCOR or its transferee Parent receives an opinion of counsel for the stockholder, reasonably satisfactory to AGIcounsel for Parent, to that an exemption from the effect that a public sale or transfer registration requirements of the shares evidenced by such certificate may be made without registration Securities Act is available. The certificates representing securities issued under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to the following effectas follows: "The securities represented by this certificate have not been registered under the Securities Act of “THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amendedAS AMENDED, or the securities laws of any state of the United States or in any other jurisdiction. The securities represented hereby may not be offeredAND MAY NOT BE SOLD, sold or transferred in the absence of an effective registration statement for the securities under applicable securities lawsTRANSFERRED, unless offeredHYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, sold or transferred pursuant to an available exemption from the registration requirements of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to Xxxxxxxx GroupOR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL OF THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.” “PURSUANT TO THE LOCK-UP AGREEMENT DATED AS OF JANUARY 17, Inc. delivered to Xxxxxxxx Group2007, Inc.BY AND AMONG THE COMPANY AND CERTAIN OF ITS SHAREHOLDERS AND EXECUTIVE OFFICERS, that such transfer may be made without registration under the Securities ActTHE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH IN SUCH LOCK-UP AGREEMENT, A COPY OF WHICH CAN BE OBTAINED FROM THE COMPANY." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR shall cooperate in the placement of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144.”

Restrictions on Resale. COMCOR understands that In connection with any underwritten public offering by the AGI Common Stock to be received pursuant to this Agreement may not be sold, transferred or otherwise disposed Company of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the sale of such AGI Common Stock, or an available exemption from registration under the Securities Act or a sale under and in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR transfer or dispose of any of the AGI Common Stock to be received pursuant to this Agreement (other than its equity securities pursuant to an effective registration statement filed under the Securities 1933 Act) unless and until (A) COMCOR , you shall have notified AGI not sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or agree to engage in any of the proposed disposition and (B) if foregoing transactions with respect to any shares without the prior written consent of the Company or its underwriters, for such period of time after the effective date of such registration statement as may be requested by AGIthe Company or such underwriters (not to exceed one hundred-eighty (180) days). In order to enforce the provisions of the foregoing paragraph, COMCOR shall have furnished to AGI at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory to AGI, Company may impose stop-transfer instructions with respect to the effect shares until the end of the applicable stand-off period. You represent and agree that the Shares to be acquired upon exercising this option will be acquired for investment, and not with a public view to the sale or transfer distribution thereof. In the event that the sale of the shares evidenced by such certificate may be made without registration Shares under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to the following effect: "The securities represented by this certificate have Plan is not been registered under the Securities Act of 19331933 but an exemption is available which requires an investment representation or other representation, you shall represent and agree at the time of exercise that the Shares being acquired upon exercising this option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as amendedare deemed necessary or appropriate by the Company and its counsel. Transfer of Option Prior to your death, only you may exercise this option. You cannot transfer or the securities laws assign this option. For instance, you may not sell this option or use it as security for a loan. If you attempt to do any of these tings, this option will immediately become invalid. You may, however, dispose of this option in your will. Regardless of any state marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse or former spouse, nor is the United States or Company obligated to recognize such individual's interest in your option in any other jurisdictionway. Retention Rights Your option or this Agreement do not give you the right to be retained by the Company (or any subsidiaries) in any capacity. The securities represented hereby may not be offeredCompany (and any subsidiaries) reserve the right to terminate your service at any time and for any reason. Shareholder Rights You, sold or transferred your estate or heirs, have no rights as a shareholder of the Company until a certificate for your option Shares has been issued. No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued, except as described in the absence of an effective registration statement for the securities under applicable securities laws, unless offered, sold or transferred pursuant to an available exemption from the registration requirements of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to Xxxxxxxx Group, Inc. delivered to Xxxxxxxx Group, Inc., that such transfer may be made without registration under the Securities ActPlan." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR shall cooperate in the placement of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144.

Restrictions on Resale. COMCOR Such Transferor understands that the AGI Common Stock to be received pursuant to this Agreement may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the sale of such AGI Common Stock, or an available exemption from registration under the Securities Act or a sale under and in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR such Transferor transfer or dispose of any of the AGI Common Stock to be received pursuant to this Agreement (other than pursuant to an effective registration statement under the Securities Act) unless and until (A) COMCOR such Transferor shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR such Transferor shall have furnished to AGI AGI, at the expense of COMCOR or its transferee such Transferor, an opinion of counsel reasonably satisfactory to AGI, AGI to the effect that a public sale or such transfer of the shares evidenced by such certificate may be made without registration under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to the following effect: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state of the United States or in any other jurisdiction. The securities represented hereby may not be offered, sold or transferred in the absence of an effective registration statement for the securities under applicable securities laws, unless offered, sold or transferred pursuant to an available exemption from the registration requirements of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to Xxxxxxxx Axxxxxxx Group, Inc. delivered to Xxxxxxxx Axxxxxxx Group, Inc., that such transfer may be made without registration under the Securities Act." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI AGI, that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR such Transferor shall cooperate in the placement of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144.

Restrictions on Resale. COMCOR understands (a) It acknowledges that the AGI Common Stock to Shares must be received pursuant to this Agreement may not be sold, transferred or otherwise disposed of without registration held indefinitely unless they are subsequently registered under the Securities Act or an exemption therefromfrom such registration is available. It has been advised or is aware of the provisions of Rules 144 and 144A promulgated under the Act, which permit the resale of shares purchased in a private placement subject to the satisfaction of certain conditions and that in such Rules may not be available for resale of the absence Shares. (b) It acknowledges that all certificates representing the Shares shall have endorsed thereon the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL SUCH SHARES ARE REGISTERED UNDER SUCH ACT, OR SUCH STATE LAWS, OR AN OPINION OF COUNSEL IS FURNISHED TO THE COMPANY (WHICH OPINION AND COUNSEL RENDERING SAME SHALL BE REASONABLY SATISFACTORY TO THE COMPANY) TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. Such legend shall be removed by the Company upon delivery to it of an effective registration statement covering opinion of counsel to the sale of such AGI Common Stock, or an available exemption from registration under Company (which opinion and counsel rendering same shall be reasonably satisfactory to the Securities Act or Company) that a sale under and in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR transfer or dispose of any of the AGI Common Stock to be received pursuant to this Agreement (other than pursuant to an effective registration statement under the Securities Act) unless and until (A) COMCOR shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR shall have furnished to AGI Act is at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory to AGI, time effective with respect to the effect that a public sale or transfer of the shares evidenced by legended security or that such certificate security may be made transferred without registration under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain a legend substantially to the following effect: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state of the United States or in any other jurisdiction. The securities represented hereby may not be offered, sold or transferred in the absence of an effective registration statement for the securities under applicable securities laws, unless offered, sold or transferred pursuant to an available exemption from the registration requirements of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to Xxxxxxxx Group, Inc. delivered to Xxxxxxxx Group, Inc., that such transfer may be made without registration under the Securities Act." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to being in effect and without the holder requirements of such certificate, AGI may require that a legend on the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR shall cooperate in the placement hands of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144the transferee.

Restrictions on Resale. COMCOR understands PalEx has informed the Stockholders that PalEx intends to account for the AGI Merger as a pooling-of-interests under Opinion No. 16. PalEx has also informed the Stockholders that its ability to account for the Merger as a pooling-of-interests was a material factor considered by PalEx in PalEx's decision to enter into this Agreement. Therefore, pursuant to Opinion No. 16, prior to the publication and dissemination by PalEx of consolidated financial results which include results of the combined operations of the Company and PalEx for at least 30 days on a consolidated basis following the Effective Time, the Stockholders shall not sell, offer to sell, or otherwise transfer or dispose of, any shares of the PalEx Common Stock received by Stockholders, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' risk of owning shares of PalEx. The certificates evidencing the PalEx Common Stock to be received pursuant to this Agreement may not be sold, transferred or otherwise disposed of without registration under by the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the sale of such AGI Common Stock, or an available exemption from registration under the Securities Act or a sale under and in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event Stockholders will COMCOR transfer or dispose of any of the AGI Common Stock to be received pursuant to this Agreement (other than pursuant to an effective registration statement under the Securities Act) unless and until (A) COMCOR shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR shall have furnished to AGI at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory to AGI, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act. Any certificate or instrument evidencing the AGI Common Stock to be issued pursuant to this Agreement shall contain bear a legend substantially to the following effect: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state of the United States or in any other jurisdiction. The securities represented hereby may not be offered, sold or transferred in the absence of an effective registration statement for the securities under applicable securities laws, unless offered, sold or transferred pursuant to an available exemption from the registration requirements of those laws and provided that the availability of such exemption is confirmed by an opinion of counsel reasonably satisfactory to Xxxxxxxx Group, Inc. delivered to Xxxxxxxx Group, Inc., that such transfer may be made without registration under the Securities Act." Unless otherwise required by applicable securities Laws, the legend form set forth above shall be removedbelow: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificateTRANSFERRED OR ASSIGNED, if (x) the sale of such shares of AGI Common Stock is registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwiseAND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGITRANSFER OR ASSIGNMENT, to the effect that a public sale or transfer of the shares evidenced by such certificate may be made without registration under the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold in compliance with Rule 144PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST 30 DAYS OF COMBINED OPERATIONS OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER FOR WHICH THESE SHARES ARE ISSUED. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspendedUPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR shall cooperate in the placement of such legendTHE ISSUER WILL REMOVE THIS RESTRICTIVE LEGEND WHEN THIS REQUIREMENT HAS BEEN MET. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144.Sheffield MerPool Agmt.04 072197;0927

Restrictions on Resale. COMCOR understands that At the AGI Common Stock to Closing, none of the securities offered hereby will be received pursuant to this Agreement may not be soldregistered under the Securities Act, transferred and the certificates representing the securities will contain a legend restricting the distribution, resale, transfer, pledge, hypothecation or otherwise disposed other disposition of without registration the securities unless and until such securities are registered under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the sale of such AGI Common Stock, or an available exemption from registration under the Securities Act or a sale under and in compliance with Rule 144, such AGI Common Stock must be held indefinitely. In no event will COMCOR transfer or dispose of any of the AGI Common Stock to be received pursuant to this Agreement (other than pursuant to an effective registration statement under the Securities Act) unless and until (A) COMCOR shall have notified AGI of the proposed disposition and (B) if requested by AGI, COMCOR shall have furnished to AGI at the expense of COMCOR or its transferee an opinion of counsel reasonably satisfactory to AGI, to for the effect Company is received that a public sale or transfer of the shares evidenced by such certificate may be made without registration is not required under the Securities Act. Any certificate The terms of the Offering require that the Company file with the Securities and Exchange Commission ("Commission") a registration statement to register the Shares within thirty days following the Closing, although there can be no assurance that the Company will file such a registration statement or instrument evidencing that if filed, it will be declared effective by the AGI Commission. FINANCIAL INFORMATION ABOUT THE COMPANY The Company's audited consolidated financial statements as of December 31, 1995 on Form 10-KSB is attached hereto as Exhibit A and made a part hereof, and the unaudited consolidated financial statements of the Company for each of the three month periods ended March 31, 1996, June 30, 1996 and September 30, 1996 contained in the Form 10-QSB's are attached hereto as Exhibits B, C, and D, respectively. RISK FACTORS THE PURCHASE OF SHARES IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK INCLUDING, BUT NOT NECESSARILY LIMITED TO, THE RISK FACTORS DESCRIBED BELOW. SHARES SHOULD NOT BE PURCHASED BY INVESTORS WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. PROSPECTIVE INVESTORS SHOULD CAREFULLY REVIEW AND CONSIDER THE FOLLOWING RISKS AS WELL AS THE OTHER INFORMATION CONTAINED IN THIS MEMORANDUM. Development Stage Company/No Revenues/Uncertain Profitability/History of Losses Since its inception, the Company has been principally engaged in developmental and organizational activities. To date, the Company has generated no revenues from operations. The Company does not anticipate any sign ificant revenues from product sales during the next twelve months. In addition, under certain conditions, commercial marketing of any products may prove to be contingent upon the Company obtaining various governmental approvals, including clearances from the U.S. Food and Drug Administration ("FDA"). The approval procedure will be extremely time consuming, expensive and uncertain. Accordingly, there can be no assurance that the Company will be able to generate sufficient revenues to operate on a profitable basis in the future. The Company is in the development stage and its business is subject to all of the risks inherent in the establishment of a new business enterprise. The likelihood of the success of the Company must be considered in light of the problems, expenses, complications and delays frequently encountered in connection with the formation of a new business, the development of new products, the competitive and regulatory environment in which the Company may be operating, and the possibility that its activities will not result in the development of any commercially viable products. There can be no assurance that the Company's activities will ultimately result in the development of commercially saleable or useful products. The Company has experienced annual operating losses and negative operating cash flow since inception. At September 30, 1996, the Company had a deficit accumulated during the development stage of $12,576,029. Unless and until the Company's product development and marketing activities are successful and its product(s) are sold directly or under licensing agreements, and through other forms of joint ventures, none of which is expected to occur, if at all, before the end of the second quarter of 1997, the Company will not have revenues to apply to operating expenses and the Company will continue to incur losses. Additionally, as a result of the start-up nature of its business and the fact that it has not commercially marketed any products, the Company expects to sustain substantial operating losses and negative cash flows in the future. Requirements for Additional Funds At September 30, 1996, the Company had a $6,000,000 line of credit with one commercial bank and a $500,000 equipment financing facility with a second commercial bank. Both credit facilities are 100% secured by cash, cash equivalents, and marketable securities of the Company, together with equipment financed with funds from such credit facility. In addition, the equipment financing facility is also secured by certain leasehold improvements of the Company. The line of credit facility expires on May 1, 1997. On November 14, 1996, the Company increased its line of credit facility to $6,750,000 and extended the expiration date thereof until June 30, 1997. The Company had additional availability against its line of credit and equipment financing facilities of $186,098 and $142,917 on its line of credit and equipment financing facility respectively, at December 31, 1996. In addition, in 1995, the Company issued warrants to purchase 400,000 shares of Common Stock of which warrants to purchase 111,000 shares have been exercised as of December 20, 1996. The Company has received an aggregate of $543,900 upon the exercise of said warrants. If the remainder of the warrants are exercised, the Company would receive additional funds of approximately $1,606,000, net of the registration and other costs to be issued pursuant to this Agreement shall contain a legend substantially to paid by the following effect: "The securities represented by this certificate have not been registered Company as required under the Securities Act terms of 1933, as amended, or the securities laws of any state of the United States or in any other jurisdictionsuch warrants. The securities represented hereby may not Company believes that its current cash on hand, together with the net proceeds of this Offering, will be offeredsufficient to support its planned operations and capital expenditures through January, sold or transferred in 1998 (assuming the absence of an effective registration statement for the securities under applicable securities laws, unless offered, sold or transferred pursuant to an available exemption from the registration requirements of those laws Company maintains its operations at its current levels and provided that the availability Closing occurs during January, 1997 for gross proceeds of such exemption is confirmed by an opinion $5,000,000), but thereafter will need to raise additional funds through public or private financings to support its planned operations and capital expenditures. Additional financings may consist of counsel reasonably satisfactory to Xxxxxxxx Group, Inc. delivered to Xxxxxxxx Group, Inc., that such transfer may be made without registration under the Securities Act." Unless otherwise required by applicable securities Laws, the legend set forth above shall be removed, and AGI or its transfer agent shall issue or cause to be issued a certificate without such legend to the holder of any certificate, if (x) the sale of such shares debt or equity securities. The sale of AGI Common Stock is registered under the Securities Act as contemplated by the Registration Rights Agreement or otherwise, (y) such holder provides AGI with an opinion of counsel reasonably satisfactory to AGI, additional equity securities could result in dilution to the effect purchasers in this offering. The Company believes that a public sale it will require additional capital before it reaches profitability and positive cash flow, if at all. If other external sources of funds are not available to the Company to satisfy short-term or transfer of long-term capital requirements, the shares evidenced by such certificate Company may be required to reduce the compensation of its officers, office staff and other personnel and substantially reduce, or eliminate, certain areas of its product development activities, limit its operations significantly, or otherwise modify its business strategy. The Company has not made without registration under any specific plans or entered into any agreements to reduce the Securities Act or (z) such holder provides AGI with reasonable assurance and an opinion level of counsel reasonably satisfactory to AGI that the shares evidenced by such certificate may be sold its expenditures in compliance with Rule 144. In the event that the above legend is removed from any certificate and thereafter the effectiveness of a registration statement covering the shares evidenced by such certificate is suspended, or if AGI reasonably determines that a supplement or amendment to such registration statement is required by applicable securities law, then upon reasonable advance written notice to the holder of such certificate, AGI may require that the above legend be placed on any such certificate evidencing shares that cannot be sold pursuant to an effective registration statement or under Rule 144, and COMCOR shall cooperate in the placement of such legend. Such legend shall thereafter be removed from such certificate when such shares may again be sold pursuant to an effective registration statement or under Rule 144reductions become necessary.