Common use of Securities Act Matters Clause in Contracts

Securities Act Matters. The Holder represents and warrants to the Company as of the date hereof that: (a) The Holder is acquiring this Warrant for its own account, without a view to, or sale in connection with, the distribution thereof. The Holder has no present agreement, undertaking, arrangement, commitment or obligation providing for the disposition of the Warrant or the Warrant Shares, all without prejudice, however, to the right of the Holder at any time, in accordance with this Warrant, lawfully to sell or otherwise to dispose of all or any part of the Warrant or Warrant Shares held by it; (b) The Holder is an “accredited investor” within the meaning of Regulation D under the Securities Act. The Holder has not retained, utilized or been represented by any broker or finder in connection with the transactions contemplated by this Warrant; (c) The Holder acknowledges that, subject to the Registration Rights Agreement (A) the Warrants and the Warrant Shares have not been registered under the Securities Act, in reliance on the non-public offering exemption contained in Section 4(2) of the Securities Act and Regulation D thereunder; (B) because the Warrants and the Warrant Shares are not so registered, the Holder must bear the economic risk of holding this Warrant and the Warrant Shares for an indefinite period of time unless the Warrants and the Warrant Shares are subsequently registered under the Securities Act or an exemption from such registration is available with respect thereto; (C) Rule 144 under the Securities Act may or may not be available for resales of the Warrants or the Warrant Shares in the future and, if so, may only be available for sales in limited amounts; (D) there is presently no trading market for the Warrants and there is no assurance that such market will exist in the future; and (E) while there is presently a trading market for the Warrant Shares, there is no assurance that such market will be in existence in the future; and (d) If the Holder decides to dispose of this Warrant or the Warrant Shares, which it does not now contemplate, the Holder can do so only in accordance and in compliance with the Securities Act and Rule 144 or another exemption from the registration requirements of the Securities Act, as then in effect or through an effective registration statement under the Securities Act.

Securities Act Matters. The Holder represents and warrants to the Company as of the date hereof that: (a) The Holder is acquiring this Warrant for its own account, without a view to, or sale in connection with, parties acknowledge that the distribution thereof. The Holder has no present agreement, undertaking, arrangement, commitment or obligation providing for the disposition of the Warrant or the Warrant Shares, all without prejudice, however, Delaware Parent Stock to be issued to the right of the Holder at any time, in accordance with this Warrant, lawfully to sell or otherwise to dispose of all or any part of the Warrant or Warrant Shares held by it; (b) The Holder is an “accredited investor” within the meaning of Regulation D under the Securities Act. The Holder has not retained, utilized or been represented by any broker or finder Stockholders in connection with the transactions contemplated by this Warrant; (c) The Holder acknowledges that, subject to the Registration Rights Agreement (A) the Warrants and the Warrant Shares have Merger will not been be registered under the Securities Act. (b) Each certificate representing Delaware Parent Common Stock and Delaware Parent Preferred Stock issued to the Stockholders shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, in reliance on the non-public offering exemption contained in Section 4(2AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM PURSUANT TO THE ACT AND APPLICABLE STATE SECURITIES LAWS. ANY OFFER, SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES IN A TRANSACTION THAT IS NOT REGISTERED UNDER THE ACT IS SUBJECT TO THE CORPORATION’S RIGHT TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.” (c) of the Securities Act and Regulation D thereunder; (B) because the Warrants and the Warrant Shares are not so registeredEach certificate representing Delaware Parent Common Stock, the Holder must bear the economic risk of holding this Warrant and the Warrant Shares for an indefinite period of time unless the Warrants and the Warrant Shares are subsequently registered under the Securities Act or an exemption from such registration is available with respect thereto; (C) Rule 144 under the Securities Act may or may not be available for resales of the Warrants or the Warrant Shares in the future and, if so, may only be available for sales in limited amounts; (D) there is presently no trading market for the Warrants and there is no assurance that such market will exist in the future; and (E) while there is presently a trading market for the Warrant other than certificates representing Unrestricted Shares, there is no assurance that such market will shall be stamped or otherwise imprinted with a legend in existence in substantially the future; andfollowing form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND ANY INTEREST THEREIN MAY NOT BE DIRECTLY OR INDIRECTLY SOLD, OFFERED FOR SALE, ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED OR DISPOSED OF PRIOR TO [THE DATE WHICH IS 165 DAYS AFTER THE CLOSING DATE], EXCEPT AS PROVIDED IN THAT CERTAIN AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER DATED AUGUST 30, 2024 AMONG THE COMPANY AND TRILLER, CORP., AND CERTAIN OTHER PARTIES, A COPY OF WHICH AGREEMENT IS ON FILE AT THE OFFICE OF THE COMPANY. A COPY OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE COMPANY. ANY PURPORTED TRANSFER IN VIOLATION OF THAT AGREEMENT SHALL BE VOID.” (d) If Each certificate representing Delaware Parent Preferred Stock shall be stamped or otherwise imprinted with a legend in substantially the Holder decides to dispose of this Warrant or the Warrant Sharesfollowing form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND ANY INTEREST THEREIN MAY NOT BE DIRECTLY OR INDIRECTLY SOLD, which it does not now contemplateOFFERED FOR SALE, the Holder can do so only in accordance and in compliance with the Securities Act and Rule 144 or another exemption from the registration requirements of the Securities ActASSIGNED, as then in effect or through an effective registration statement under the Securities ActPLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED OR DISPOSED OF PRIOR TO [*], 20251, EXCEPT AS PROVIDED IN THAT CERTAIN AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER DATED AUGUST 30, 2024 AMONG THE COMPANY AND TRILLER, CORP., AND CERTAIN OTHER PARTIES, AND EXCEPT AS PROVIDED IN THAT CERTAIN LETTER AGREEMENT BETWEEN CASTLE LION INVESTMENTS LIMITED, COPIES OF WHICH AGREEMENTS ARE ON FILE AT THE OFFICE OF THE COMPANY. A COPY OF EACH SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER OF THIS CERTIFICATE UPON WRITTEN REQUEST TO THE COMPANY. ANY PURPORTED TRANSFER IN VIOLATION OF THE FOREGOING AGREEMENTS SHALL BE VOID.” 1 One year after Closing

Securities Act Matters. The Holder represents and warrants to the Company as of the date hereof that: (a) The Holder is acquiring this Warrant for its own account, without a view to, or sale in connection with, the distribution thereof. The Holder has no present agreement, undertaking, arrangement, commitment or obligation providing for the disposition of the Warrant or the Warrant Shares, all without prejudice, however, to the right of the Holder at any time, in accordance with this Warrant, lawfully to sell or otherwise to dispose of all or any part of the Warrant or Warrant Shares held by it; (b) The Holder is an “accredited investor” within the meaning of Regulation D under the Securities Act. The Holder has not retained, utilized or been represented by any broker or finder in connection with the transactions contemplated by this Warrant; (c) The Holder acknowledges that, subject to the Registration Rights Agreement that (A) the Warrants and the Warrant Shares have not been registered under the Securities Act, in reliance on the non-public offering exemption contained in Section 4(2) of the Securities Act and Regulation D thereunder; (B) because the Warrants and the Warrant Shares are not so registered, the Holder must bear the economic risk of holding this Warrant and the Warrant Shares for an indefinite period of time unless the Warrants and the Warrant Shares are subsequently registered under the Securities Act or an exemption from such registration is available with respect thereto; (C) Rule 144 under the Securities Act may or may not be available for resales of the Warrants or the Warrant Shares in the future and, if so, may only be available for sales in limited amounts; (D) there is presently no trading market for the Warrants and there is no assurance that such market will exist in the future; and (E) while there is presently a trading market for the Warrant Shares, there is no assurance that such market will be in existence in the future; and (d) If the Holder decides to dispose of this Warrant or the Warrant Shares, which it does not now contemplate, the Holder can do so only in accordance and in compliance with the Securities Act and Rule 144 or another exemption from the registration requirements of the Securities Act, as then in effect or through an effective registration statement under the Securities Act.

Securities Act Matters. The Holder Spotless hereby represents and warrants to the Company as of the date hereof thatfollows: (a) The Holder is acquiring this Warrant for its own account, without a view to, or sale in connection with, the distribution thereof. The Holder has no present agreement, undertaking, arrangement, commitment or obligation providing for the disposition of the Warrant or the Warrant Shares, all without prejudice, however, to the right of the Holder at any time, in accordance with this Warrant, lawfully to sell or otherwise to dispose of all or any part of the Warrant or Warrant Shares held by it; It understands that (b) The Holder is an “accredited investor” within the meaning of Regulation D under the Securities Act. The Holder has not retained, utilized or been represented by any broker or finder in connection with the transactions contemplated by this Warrant; (c) The Holder acknowledges that, subject to the Registration Rights Agreement (Ai) the Warrants and the Warrant Shares have not been registered under the Securities Act, in reliance on the non-public offering exemption contained in Section 4(2) of the Securities Act and Regulation D thereunder; (B) because the Warrants and the Warrant Shares are not so registered, the Holder must bear the economic risk of holding this Warrant and the Warrant Shares for an indefinite period of time unless the Warrants and the Warrant Shares are subsequently registered under the Securities Act or an exemption from such registration is available with respect thereto; (C) Rule 144 under the Securities Act may or may not be available for resales any state securities laws by reason of the Warrants or the Warrant Shares their issuance in the future and, if so, may only be available for sales in limited amounts; (D) there is presently no trading market for the Warrants and there is no assurance that such market will exist in the future; and (E) while there is presently a trading market for the Warrant Shares, there is no assurance that such market will be in existence in the future; and (d) If the Holder decides to dispose of this Warrant or the Warrant Shares, which it does not now contemplate, the Holder can do so only in accordance and in compliance with the Securities Act and Rule 144 or another exemption transaction exempt from the registration requirements of the Securities ActAct and applicable state securities laws (ii) that the Company's reliance on the availability of such exemption is, as then in effect or through an effective registration statement part, based on the accuracy and truthfulness of the representations and warranties of Spotless set forth in this Section 4.4 and (iii) the Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities ActAct and applicable state securities laws or is exempt from such registration; (b) It is acquiring the Shares for its own account and not with a view to, or for sale in connection with, directly or indirectly, any distribution thereof that would require registration under the Securities Act or applicable state securities laws or would otherwise violate the Securities Act or such state securities laws; (c) It is an "accredited investor" pursuant to Rule 501 under the Securities Act by reason of the fact that it is a corporation not formed for the specific purpose of acquiring the Shares with total assets in excess of $5,000,000; and (d) It understands that the Shares will bear the following legend (or a substantially similar legend): "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED."; (e) Spotless is not a party or subject to or bound by any contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge the Shares or the Note or any part thereof to any person, and has no present intention to enter into such a contract, undertaking, agreement or arrangement; (f) Spotless has received and reviewed copies of the Company's Annual Report on Form 10-KSB for the fiscal year ended April 30, 1999 and its Quarterly Report on Form 10-QSB/A for the fiscal quarter ended July 31, 1999 (collectively, the "SEC Reports"); (g) Spotless has been provided the opportunity to discuss with the Company's management, and has had access to information concerning, the business, affairs and financial condition of the Company in order to verify the accuracy of the SEC Reports; and (h) Spotless has evaluated the merits and risks of purchasing the Shares and the Note and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of such purchase, is aware of and has considered the financial risks and financial hazards of purchasing the Shares and the Note, and is able to bear the economic risk of purchasing the Shares and the Note, including the possibility of a complete loss with respect thereto.

Securities Act Matters. The Holder Spotless hereby represents and warrants to the Company as of the date hereof thatfollows: (ai) The Holder is acquiring this Warrant for its own account, without a view to, or sale in connection with, the distribution thereof. The Holder has no present agreement, undertaking, arrangement, commitment or obligation providing for the disposition of the Warrant or the Warrant Shares, all without prejudice, however, to the right of the Holder at any time, in accordance with this Warrant, lawfully to sell or otherwise to dispose of all or any part of the Warrant or Warrant Shares held by it; It understands that (b) The Holder is an “accredited investor” within the meaning of Regulation D under the Securities Act. The Holder has not retained, utilized or been represented by any broker or finder in connection with the transactions contemplated by this Warrant; (c) The Holder acknowledges that, subject to the Registration Rights Agreement (Ai) the Warrants and the Warrant Shares have not been registered under the Securities Act, in reliance on the non-public offering exemption contained in Section 4(2) of the Securities Act and Regulation D thereunder; (B) because the Warrants and the Warrant Shares are not so registered, the Holder must bear the economic risk of holding this Warrant and the Warrant Shares for an indefinite period of time unless the Warrants and the Warrant Shares are subsequently registered under the Securities Act or an exemption from such registration is available with respect thereto; (C) Rule 144 under the Securities Act may or may not be available for resales any state securities laws by reason of the Warrants or the Warrant Shares their issuance in the future and, if so, may only be available for sales in limited amounts; (D) there is presently no trading market for the Warrants and there is no assurance that such market will exist in the future; and (E) while there is presently a trading market for the Warrant Shares, there is no assurance that such market will be in existence in the future; and (d) If the Holder decides to dispose of this Warrant or the Warrant Shares, which it does not now contemplate, the Holder can do so only in accordance and in compliance with the Securities Act and Rule 144 or another exemption transaction exempt from the registration requirements of the Securities ActAct and applicable state securities laws (ii) that the Company's reliance on the availability of such exemption is, as then in effect or through an effective registration statement part, based on the accuracy and truthfulness of the representations and warranties of Spotless set forth in this Section 4.4 and (iii) the Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities ActAct and applicable state securities laws or is exempt from such registration; (ii) It is acquiring the Shares for its own account and not with a view to, or for sale in connection with, directly or indirectly, any distribution thereof that would require registration under the Securities Act or applicable state securities laws or would otherwise violate the Securities Act or such state securities laws; (iii) It is an "accredited investor" pursuant to Rule 501 under the Securities Act by reason of the fact that it is a corporation not formed for the specific purpose of acquiring the Shares with total assets in excess of $5,000,000; and (iv) It understands that the Shares will bear the following legend (or a substantially similar legend): "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED."; (v) Spotless is not a party or subject to or bound by any contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge the Shares or the Note or any part thereof to any person, and has no present intention to enter into such a contract, undertaking, agreement or arrangement; (vi) Spotless has received and reviewed copies of the Company's Annual Report on Form 10-KSB for the fiscal year ended April 30, 1999 and its Quarterly Report on Form 10-QSB/A for the fiscal quarter ended July 31, 1999 (collectively, the "SEC Reports"); (vii) Spotless has been provided the opportunity to discuss with the Company's management, and has had access to information concerning, the business, affairs and financial condition of the Company in order to verify the accuracy of the SEC Reports; and (viii) Spotless has evaluated the merits and risks of purchasing the Shares and the Note and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of such purchase, is aware of and has considered the financial risks and financial hazards of purchasing the Shares and the Note, and is able to bear the economic risk of purchasing the Shares and the Note, including the possibility of a complete loss with respect thereto.