Common use of Securities Law Matters Clause in Contracts

Securities Law Matters. (a) FVP represents that it is an "accredited investor" as that term is defined in Regulation D under the Securities Act and that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of acquisition of the Escrow Registrable Securities and of making an informed investment decision with respect thereto, and understands all risks of holding the Escrow Registrable Securities for an indefinite period of time. (b) FVP acknowledges receipt of copies of Buyer's 10-K and Buyer's 10-Q. (c) FVP is aware that the Escrow Registrable Securities are not currently registered under the Securities Act or under any state securities laws. (d) FVP agrees that it will not transfer the Escrow Registrable Securities without compliance with the registration and other provisions of all applicable securities laws and acknowledges that each certificate representing the Escrow Registrable Securities which it receives will be marked with an appropriate legend to such effect (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement). (e) FVP is purchasing the Escrow Registrable Securities solely for investment purposes, with no present intention to sell the Escrow Registrable Securities (other than pursuant to an effective registration statement). (f) FVP understands that it must bear the economic risk of the investment represented by the purchase of the Escrow Registrable Securities for an indefinite period. (g) FVP agrees not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior to the second anniversary of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, or other disposition is (1) registered under the Securities Act, or (2) in compliance with an opinion of counsel of FVP, delivered to Buyer and reasonably acceptable to it, to the effect that such offer, sale, or other disposition thereof does not violate the Securities Act. (h) FVP acknowledges that the certificate(s) representing the Escrow Registrable Securities delivered hereunder shall bear the following legend (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATION.

Securities Law Matters. (a) FVP Holdings represents that it is an "accredited investor" as that term is defined in Regulation D under the Securities Act and that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of acquisition of the Escrow Registrable Securities Common Stock Consideration and of making an informed investment decision with respect thereto, and understands all risks of holding the Escrow Registrable Securities for an indefinite period of time. (b) FVP acknowledges receipt of copies of Buyer's 10-K and Buyer's 10-Q. (c) FVP Holdings is aware that the Escrow Registrable Securities are Common Stock Consideration is not currently on the date of this Agreement registered under the Securities Act or under any state securities laws. (dc) FVP Holdings agrees that it will not transfer the Escrow Registrable Securities Common Stock Consideration without compliance with the registration and other provisions of all applicable securities laws and acknowledges that each certificate representing the Escrow Registrable Securities Common Stock Consideration which it receives will be marked with an appropriate legend to such effect (which legend will be removed in accordance with when such Common Stock is transferred pursuant to an effective registration statement or an exemption from the provisions of the Deposit Registration Rights AgreementSecurities Act). (ed) FVP Holdings is purchasing the Escrow Registrable Securities Common Stock Consideration solely for investment purposes, with and has no present intention to sell the Escrow Registrable Securities (other than Common Stock Consideration; provided, in each case, Holdings may sell the Common Stock Consideration pursuant to an effective registration statement)statement or an exemption from registration under the Securities Act. (fe) FVP Holdings understands that it must may be required to bear the economic risk of the investment represented by the purchase of the Escrow Registrable Securities Common Stock Consideration for an indefinite period. (gf) FVP Holdings agrees not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities Common Stock Consideration at any time prior to the second anniversary of the date FVP Holdings acquires the Escrow Registrable SecuritiesCommon Stock Consideration, unless such offer, sale, sale or other disposition is (1) registered under the Securities Act, Act or (2) in compliance with is pursuant to an opinion of counsel of FVP, delivered to Buyer and reasonably acceptable to it, to the effect that such offer, sale, or other disposition thereof does not violate exemption under the Securities Act. (hg) FVP Holdings acknowledges that the certificate(s) representing the Escrow Registrable Securities Common Stock Consideration delivered hereunder shall bear the following legend (which legend will be removed in accordance with when such Common Stock is transferred pursuant to an effective registration statement or to an exemption from the provisions of the Deposit Registration Rights AgreementSecurities Act): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALEOFFERED, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL THE SECURITIES ACT OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATION.

Securities Law Matters. (aGICRE understands and agrees that any Top Up Shares acquired by it hereunder are being offered and issued to it in reliance upon the exemption from securities registration afforded by Section 4(a)(2) FVP represents that it of the Securities Act and Rule 506 of Regulation D promulgated thereunder. No U.S. federal or state agency or any other government or governmental agency has passed or will pass on, or made or will make any recommendation or endorsement of, the Top Up Shares or the fairness or suitability of an investment in the Top Up Shares. GICRE is and will be an "“accredited investor" ”, as that term is defined in Rule 501(a) of Regulation D under the Securities Act Act, at any time it acquires Top Up Shares hereunder. GICRE understands that its investment in the Top Up Shares involves a high degree of risk, and that it GICRE is able to afford a complete loss of such investment. GICRE has or will seek such knowledge accounting, legal and experience in financial and business matters that it is capable of evaluating the merits and risks of acquisition of the Escrow Registrable Securities and of making tax advice as necessary to make an informed investment decision with respect theretoto its acquisition of the Top Up Shares. GICRE will purchase the Top Up Shares for its own account for investment and not with a view toward, or for resale in connection with, the public sale or distribution thereof. GICRE understands that the Top Up Shares will be “restricted securities” under applicable U.S. federal securities laws and that the Securities Act and the rules and regulations promulgated thereunder provide in substance that GICRE may dispose of the Top Up Shares only pursuant to an effective registration statement under the Securities Act or an exemption therefrom, and GICRE understands all that, except as provided in the Registration Rights Agreement, the Company has no obligation or intention to register the offer and resale of any of the Top Up Shares, or to take action so as to permit sales pursuant to the Securities Act (including Rule 144 thereunder). Consequently, GICRE understands that GICRE may bear the economic risks of holding its investment in the Escrow Registrable Securities Top Up Shares for an indefinite period of time. (b) FVP acknowledges receipt of copies of Buyer's 10-K and Buyer's 10-Q. (c) FVP is aware . GICRE understands that the Escrow Registrable Securities are not currently registered under certificates or other instruments representing any Top Up Shares may bear legends as required by the Company’s charter documents, the Securities Act or under and the “blue sky” laws of any state securities laws. as reasonably determined by the Company (d) FVP agrees and a stop-transfer order may be placed against transfer of such share certificates). Each of the Company and GICRE acknowledge that it will not transfer the Escrow Registrable Securities without compliance may have reporting obligations under applicable law with the registration and other provisions of all applicable securities laws and acknowledges that each certificate representing the Escrow Registrable Securities which it receives will be marked with an appropriate legend to such effect (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement). (e) FVP is purchasing the Escrow Registrable Securities solely for investment purposes, with no present intention to sell the Escrow Registrable Securities (other than pursuant to an effective registration statement). (f) FVP understands that it must bear the economic risk of the investment represented by the purchase of the Escrow Registrable Securities for an indefinite period. (g) FVP agrees not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior respect to the second anniversary exercise of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, or other disposition is (1) registered under the Securities Act, or (2) in compliance with an opinion of counsel of FVP, delivered to Buyer and reasonably acceptable to it, to the effect that such offer, sale, or other disposition thereof does not violate the Securities ActTop Up Rights hereunder. (h) FVP acknowledges that the certificate(s) representing the Escrow Registrable Securities delivered hereunder shall bear the following legend (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATION.

Securities Law Matters. (a) FVP represents The Xxxxx Stockholder recognizes and understands that it is an "accredited investor" as that term is defined the Consideration Shares will not be registered under the Securities Act, or under the securities laws of any state. The Consideration Shares are not being so registered in Regulation D under reliance upon exemptions from the Securities Act and the securities laws of any state, which are predicated, in part, on the representations, warranties and agreements of the shareholders contained herein. (b) The Xxxxx Stockholder represents and warrants that it (i) the Xxxxx Stockholder has such business knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of acquisition an investment in the Consideration Shares and the suitability thereof as an investment and (ii) the Consideration Shares will be acquired solely for investment and not with a view toward resale or redistribution in violation of the Escrow Registrable Securities and of making an informed investment decision securities laws. The Xxxxx Stockholder understands that Newmark is not under any obligation to file a registration statement or to take any other action under the securities laws with respect thereto, and understands all risks of holding the Escrow Registrable Securities for an indefinite period of timeto any such securities except as expressly set forth in Article VII hereof. (b) FVP acknowledges receipt of copies of Buyer's 10-K and Buyer's 10-Q. (c) FVP is aware that The Xxxxx Stockholder has been furnished with (i) the Escrow Registrable Securities are not currently registered under revised definitive proxy statement filed with the Securities Act SEC in connection with the annual meeting of shareholders of Newmark as held on October 1, 2001 and (ii) Newmark's Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC. Newmark has made available to the Xxxxx Stockholder the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated by this Agreement and to obtain any additional information which it possesses or under any state securities lawscould reasonably acquire for the purpose of verifying the accuracy of information furnished to it as set forth herein or for the purpose of considering the transactions contemplated hereby. (d) FVP The Xxxxx Stockholder agrees that it will not transfer the Escrow Registrable Securities without compliance certificates representing the Consideration Shares may be imprinted with the registration and other provisions following legend, the terms of all applicable securities laws and acknowledges that each certificate representing the Escrow Registrable Securities which it receives will be marked with an appropriate legend to such effect (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement). (e) FVP is purchasing the Escrow Registrable Securities solely for investment purposes, with no present intention to sell the Escrow Registrable Securities (other than pursuant to an effective registration statement). (f) FVP understands that it must bear the economic risk of the investment represented by the purchase of the Escrow Registrable Securities for an indefinite period. (g) FVP agrees not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior to the second anniversary of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, or other disposition is (1) registered under the Securities Act, or (2) in compliance with an opinion of counsel of FVP, delivered to Buyer and reasonably acceptable to it, to the effect that such offer, sale, or other disposition thereof does not violate the Securities Act. (h) FVP acknowledges that the certificate(s) representing the Escrow Registrable Securities delivered hereunder shall bear the following legend (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement): are specifically agreed to: THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, OR STATE THE SECURITIES LAWS AND OF ANY STATE, IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION REQUIREMENTS. WITHOUT SUCH REGISTRATION, SUCH SHARES MAY NOT BE OFFERED SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH SALE, SOLD PLEDGE, HYPOTHECATION OR OTHERWISE TRANSFERRED TRANSFER OR ASSIGNED FOR VALUETHE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH SALE, DIRECTLY PLEDGE, HYPOTHECATION OR INDIRECTLY, NOR MAY TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES BE TRANSFERRED ON THE BOOKS ACT OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL 1933 OR APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATIONANY RULE OR REGULATION PROMULGATED THEREUNDER.

Securities Law Matters. (aThe Stockholder understands and agrees that any Top Up Shares acquired by it hereunder are being offered and issued to it in reliance upon the exemption from securities registration afforded by Section 4(a)(2) FVP represents that it of the Securities Act and Rule 506 of Regulation D promulgated thereunder. No U.S. federal or state agency or any other government or governmental agency has passed or will pass on, or made or will make any recommendation or endorsement of, the Top Up Shares or the fairness or suitability of an investment in the Top Up Shares. The Stockholder is and will be an "“accredited investor" ”, as that term is defined in Rule 501(a) of Regulation D under the Securities Act Act, at any time it acquires Top Up Shares hereunder. The Stockholder understands that its investment in the Top Up Shares involves a high degree of risk, and that it the Stockholder is able to afford a complete loss of such investment. The Stockholder has or will seek such knowledge accounting, legal and experience in financial and business matters that it is capable of evaluating the merits and risks of acquisition of the Escrow Registrable Securities and of making tax advice as necessary to make an informed investment decision with respect theretoto its acquisition of the Top Up Shares. The Stockholder will subscribe for the Top Up Shares for its own account for investment and not with a view toward, or for resale in connection with, the public sale or distribution thereof. The Stockholder understands that the Top Up Shares will be “restricted securities” under applicable U.S. federal securities laws and that the Securities Act and the rules and regulations promulgated thereunder provide in substance that the Stockholder may dispose of the Top Up Shares only pursuant to an effective registration statement under the Securities Act or an exemption therefrom, and the Stockholder understands all that, except as provided in the Registration Rights Agreement, the Company has no obligation or intention to register the offer and resale of any of the Top Up Shares, or to take action so as to permit sales pursuant to the Securities Act (including Rule 144 thereunder). Consequently, the Stockholder understands that the Stockholder may bear the economic risks of holding its investment in the Escrow Registrable Securities Top Up Shares for an indefinite period of time. (b) FVP acknowledges receipt of copies of Buyer's 10-K and Buyer's 10-Q. (c) FVP is aware . The Stockholder understands that the Escrow Registrable certificates or other instruments representing any Top Up Shares may bear legends as required by the Company’s charter documents, the Securities are not currently registered under Purchase Agreement, the Securities Act or under and the “blue sky” laws of any state securities laws. as reasonably determined by the Company (d) FVP agrees and a stop-transfer order may be placed against transfer of such share certificates). Each of the Company and the Stockholder acknowledge that it will not transfer the Escrow Registrable Securities without compliance may have reporting obligations under applicable law with the registration and other provisions of all applicable securities laws and acknowledges that each certificate representing the Escrow Registrable Securities which it receives will be marked with an appropriate legend to such effect (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement). (e) FVP is purchasing the Escrow Registrable Securities solely for investment purposes, with no present intention to sell the Escrow Registrable Securities (other than pursuant to an effective registration statement). (f) FVP understands that it must bear the economic risk of the investment represented by the purchase of the Escrow Registrable Securities for an indefinite period. (g) FVP agrees not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior respect to the second anniversary exercise of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, or other disposition is (1) registered under the Securities Act, or (2) in compliance with an opinion of counsel of FVP, delivered to Buyer and reasonably acceptable to it, to the effect that such offer, sale, or other disposition thereof does not violate the Securities ActTop Up Rights hereunder. (h) FVP acknowledges that the certificate(s) representing the Escrow Registrable Securities delivered hereunder shall bear the following legend (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATION.

Securities Law Matters. (a) FVP Seller acknowledges its understanding that the issuance of the Earnout Shares is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) of the Securities Act. In furtherance thereof, Seller represents that it and warrants to Buyer and its Affiliates as follows: (i) Seller has not offered or sold, and will not offer or sell, Earnout Shares by any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering in the United States within the meaning of Section 4(a)(2) of the Securities Act; (ii) Seller is an acquiring the Earnout Shares for investment purposes, and not with a view towards the resale or distribution of the Earnout Shares, except, to the extent in compliance with federal and state securities laws, to those of its current equity holders who are "accredited investorinvestors" as that term is defined in within the meaning of Rule 501 of Regulation D under the Securities Act (any such transfer being referred to herein as an “Equity Holder Transfer”). Seller represents that the entire legal and that it beneficial interest in the Earnout Shares will be held for Seller’s beneficial account only, and neither in whole or in part for any other person, except those of its current equity holders who are "accredited investors" within the meaning of Rule 501 of Regulation D under the Securities Act; (iii) Seller has the financial ability to bear the economic risk of receiving the Earnout Shares as consideration for the Purchased Assets, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to the Earnout Shares; (iv) Seller and its attorney, accountant, representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters that it is as to be capable of evaluating the merits and risks of acquisition of accepting the Escrow Registrable Securities and of making an informed investment decision Earnout Shares as consideration for the Purchased Assets; and (v) Seller (together with respect theretoits Advisors, if any) has received all documents requested by it, if any, has carefully reviewed them and understands all risks the information contained therein, prior to the execution of holding the Escrow Registrable Securities for an indefinite period of timethis Agreement. (b) FVP acknowledges receipt Seller is not relying on Buyer or any of copies its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations regarding the Earnout Shares. Seller has relied on the advice of, or has consulted with, its Advisors. Each Advisor, if any, has disclosed to Seller in writing the specific details of Buyer's 10any and all past, present or future relationships, actual or contemplated, between the Advisor and Buyer or any Affiliate or sub-K and Buyer's 10-Q.agent thereof. (c) FVP is aware Seller has carefully considered the potential risks relating to Buyer and receipt of the Earnout Shares, and fully understands that the Escrow Registrable Earnout Shares are a speculative investment, involve a high degree of risk of loss, and the market value may decrease to zero. (d) Seller will not sell or otherwise transfer any Earnout Shares without registration under the Securities are Act or an exemption therefrom, and fully understands and agrees that Seller must bear the economic risk of its receipt of the Earnout Shares because, among other reasons, the Earnout Shares have not currently been registered under the Securities Act or under the securities laws of any state securities laws. (d) FVP agrees that it will and, therefore, cannot transfer be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Escrow Registrable Securities without compliance with Act and under the registration and other provisions of all applicable securities laws of such states, or an exemption from such registration is available. In particular, Seller is aware that the Earnout Shares are “restricted securities,” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and acknowledges they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. Seller understands that each certificate representing any sales or transfers of the Escrow Registrable Securities which it receives will be marked with an appropriate legend to such effect (which legend will be removed Earnout Shares are further restricted by state securities laws and/or the provisions of this Agreement. Unless the Earnout Shares are sold in a transaction registered in accordance with the provisions Securities Act or effected pursuant to Rule 144, Seller will cause any proposed transferee of the Deposit Registration Rights Agreement).Earnout Shares held by it (including any transferee in connection with an Equity Holder Transfer) to deliver to the Company an investment representation certificate containing customary investment representations, executed by such proposed transferee (e) FVP is purchasing No oral or written representations or warranties have been made, or information furnished, to Seller or its Advisors, if any, by Buyer or any of its officers, employees, agents, sub-agents, Affiliates, advisors or subsidiaries in connection with issuing the Escrow Registrable Securities solely for investment purposesEarnout Shares, with no present intention to sell the Escrow Registrable Securities (other than pursuant to an effective registration statement)any representations of Buyer contained in this Agreement. (f) FVP Seller understands and agrees that it must the certificates for the Earnout Shares shall bear substantially the economic risk following legend until (i) such Securities shall have been registered under the Securities Act and effectively disposed of in accordance with a registration statement that has been declared effective or (ii) in the investment represented by opinion of counsel, the purchase of the Escrow Registrable Securities for an indefinite period. (g) FVP agrees not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior to the second anniversary of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, or other disposition is (1) registered Earnout Shares may be sold without registration under the Securities Act, as well as any applicable “blue sky” or (2) in compliance with an opinion of counsel of FVP, delivered to Buyer and reasonably acceptable to it, to the effect that such offer, sale, or other disposition thereof does not violate the Securities Act. (h) FVP acknowledges that the certificate(s) representing the Escrow Registrable Securities delivered hereunder shall bear the following legend (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement): state securities laws: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A ACT OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION RIGHTS AGREEMENTIS NOT REQUIRED. (g) Neither the SEC nor any state securities commission has approved the Earnout Shares or passed upon or endorsed the merits of the issuance of the same pursuant to this Agreement. There is no government or other insurance covering any of the Earnout Shares. (h) Seller and its Advisors, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATIONif any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of Buyer concerning the issuance of the Earnout Shares and the business, financial condition, results of operations and prospects of Buyer, and all such questions have been answered to the full satisfaction of the Seller and its Advisors, if any. (i) In making the decision to accept the Earnout Shares as consideration for the Purchased Assets, Seller has relied solely upon the information provided by Buyer in this Agreement or that is otherwise publicly available. To the extent necessary, Seller has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the receipt of the Earnout Shares hereunder. Seller disclaims reliance on any statements made or information provided by any person or entity in the course of its consideration of receipt of the Earnout Shares. (j) Seller acknowledges that any estimates or forward-looking statements or projections furnished by Buyer to Seller were prepared by the management of Buyer in good faith, but that the attainment of any such projections, estimates or forward-looking statements cannot be guaranteed by Buyer or its management and should not be relied upon. (k) No oral or written representations have been made, or oral or written information furnished, to Seller or its Advisors, if any, in connection with the issuance of the Earnout Shares that are in any way inconsistent with the information contained herein. (l) Seller, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of receiving the Earnout Shares as consideration for the Purchased Assets, and has so evaluated the merits and risks of the same. Seller is able to bear the economic risk of receiving the Earnout Shares as consideration for the Purchased Assets and, at the present time, is able to afford a complete loss if the value of the Earnout Shares declines to zero. (m) Seller acknowledges and agrees that the Company may rely upon the accuracy of the representations and warranties of the Seller, and compliance by the Seller with its agreements, representation and warranties set forth herein, and the Seller hereby consents to such reliance.

Securities Law Matters. Seller is acquiring the Initial DPRC Shares ---------------------- and the Additional DPRC Shares (acollectively, the "Seller's Shares") FVP represents that it is an "accredited investor" as that term is defined for its --------------- account, and not with a view to any sale, distribution or disposition in Regulation D under violation of any federal or state securities Laws. Seller has been given the Securities Act opportunity to obtain any information or documents, and that it has to ask questions and receive answers about such knowledge and experience in financial and business matters that it is capable of evaluating documents, about Purchaser which Seller deems necessary to evaluate the merits and risks related to its investment in Seller's Shares and such Seller understands and has taken cognizance of acquisition of all risk factors related to such transactions. Seller can afford to bear the Escrow Registrable Securities and of making an informed investment decision with respect thereto, and understands all risks economic risk of holding the Escrow Registrable Securities unregistered Seller's Shares for an indefinite period of time. (b) FVP , can afford to suffer a complete loss of its investment in Seller' Shares, and Seller has adequate means for providing for its needs and contingencies. Seller acknowledges receipt of copies of Buyerthat Seller's 10-K and Buyer's 10-Q. (c) FVP is aware that the Escrow Registrable Securities are not currently registered Shares will be characterized as "restricted securities" under the Securities Act or under any state securities laws. (d) FVP agrees that it will not transfer the Escrow Registrable Securities without compliance with the registration and other provisions of all applicable federal securities laws inasmuch as they are being acquired directly from Purchaser in a transaction not involving a public offering and acknowledges that each certificate representing the Escrow Registrable Securities which it receives all certificates and instruments evidencing Seller' Shares will be marked with an appropriate legend to such effect (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement). (e) FVP is purchasing the Escrow Registrable Securities solely for investment purposes, with no present intention to sell the Escrow Registrable Securities (other than pursuant to an effective registration statement). (f) FVP understands that it must bear the economic risk of the investment represented by the purchase of the Escrow Registrable Securities for an indefinite period. (g) FVP agrees not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior to the second anniversary of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, or other disposition is (1) registered under the Securities Act, or (2) in compliance with an opinion of counsel of FVP, delivered to Buyer and reasonably acceptable to it, to the effect that such offer, sale, or other disposition thereof does not violate the Securities Act. (h) FVP acknowledges that the certificate(s) representing the Escrow Registrable Securities delivered hereunder shall bear the following legends in addition to any other legend (which legend will that may be removed in accordance with required under the provisions of the Deposit Registration Rights Escrow Agreement): : THE SECURITIES REPRESENTED HEREBY EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES OR BLUE SKY LAWS OF CALIFORNIA OR ANY OTHER STATE AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL OR AND STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES BLUE SKY LAWS OR COMPLIANCE WITH IF AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A FROM SUCH REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATIONOR QUALIFICATION IS APPLICABLE.

Securities Law Matters. Purchaser (ai) FVP represents understands that it is an "accredited investor" as that term is defined in Regulation D under the Securities Act and that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of acquisition of the Escrow Registrable Securities and of making an informed investment decision with respect theretoSummerfield Holding Entity Interest have not been, and understands all risks of holding the Escrow Registrable Securities for an indefinite period of time. (b) FVP acknowledges receipt of copies of Buyer's 10-K and Buyer's 10-Q. (c) FVP is aware that the Escrow Registrable Securities are will not currently be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or under any state securities laws. , and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering, (dii) FVP agrees that it will not transfer except as expressly contemplated by this Agreement, is acquiring the Escrow Registrable Securities without compliance with the registration and other provisions of all applicable securities laws and acknowledges that each certificate representing the Escrow Registrable Securities which it receives will be marked with an appropriate legend to such effect (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement). (e) FVP is purchasing the Escrow Registrable Securities Summerfield Holding Entity Interest solely for its own account for investment purposes, and not with no present intention a view to sell the Escrow Registrable Securities distribution thereof, (other than pursuant iii) is a sophisticated investor with knowledge and experience in business and financial matters, (iv) has received certain information concerning Summerfield and has had the opportunity to an effective registration statement). obtain additional information as desired to evaluate the merits and the risks inherent in holding the Summerfield Holding Entity Interest, (fv) FVP understands that it must is able to bear the economic risk and lack of liquidity inherent in holding the investment represented Summerfield Holding Entity Interest, and (vi) is an “accredited investor” as defined in Regulation D promulgated by the purchase of the Escrow Registrable Securities for an indefinite period. (g) FVP agrees not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior to the second anniversary of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, or other disposition is (1) registered and Exchange Commission under the Securities Act. Furthermore, Purchaser understands that (x) the Summerfield Holding Entity Interest may not be sold, transferred, conveyed, assigned or encumbered except to the extent that such sale, transfer, conveyance, assignment or encumbrance is permitted by the terms of the governing and organizational agreements of Summerfield and exempt from registration, or registered, under the Securities Act and applicable state securities laws; (2y) Summerfield has no intention to register the Summerfield Holding Entity Interest with the Securities and Exchange Commission or any state and is under no obligation to assist Purchaser in obtaining or complying with any exemption from registration and (z) an appropriate legend evidencing such restrictions may be placed on any certificates issued representing the Summerfield Holding Entity Interest and appropriate stop transfer instructions may be placed with respect to the Summerfield Holding Entity Interest. The term “to Purchaser’s knowledge”, “of which Purchaser has or had knowledge”, “Purchaser obtains knowledge”, “Purchaser obtains actual knowledge”, “to Purchaser’s actual knowledge” or similar phrases as used in (x) this Article IV shall mean the then current actual conscious knowledge of Xxxxxxx Xxxx, Senior Vice President of Xxxxxx Brothers Real Estate Partners, L.P., Coburn Packard, Vice President of Xxxxxx Brothers Real Estate Partners, L.P., Xxxxxxx Xxxxxx, the Senior Vice President of the Gencom Group and Karim Alibihai, the Chief Executive Officer of the Gencom Group (“Purchaser Knowledge Parties”) and (y) in compliance with an opinion the balance of counsel of FVPthis Agreement shall mean the actual knowledge, delivered without regard to Buyer and reasonably acceptable to itcurrent or conscious knowledge, to the effect that such offer, sale, or other disposition thereof does not violate the Securities Act. (h) FVP acknowledges that the certificate(s) representing the Escrow Registrable Securities delivered hereunder shall bear the following legend (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Purchaser Knowledge Parties. Purchaser shall be irrefutably deemed to have actual knowledge, without regard to whether Purchaser did have actual knowledge, only of the information contained in the Disclosure Schedule and the items described on Schedule 18 attached hereto. The individuals named in this paragraph shall not have any personal liability for any inaccuracy in any of the warranties and representations contained in this Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATION.

Securities Law Matters. (a) FVP represents The Seller acknowledges and understands that it is an "accredited investor" acquiring the Stock Consideration under this Agreement under a private placement in reliance upon the exemption from the registration requirement of the U.S. Securities Act of 1933, as that term is defined in Regulation D under amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act and that it has such knowledge Rule 506(b) thereunder and experience in financial and business matters that it is capable of evaluating the merits and risks of acquisition of the Escrow Registrable Securities and of making an informed investment decision with respect thereto, and understands all risks of holding the Escrow Registrable Securities for an indefinite period of time. (b) FVP acknowledges receipt of copies of Buyer's 10-K and Buyer's 10-Q. (c) FVP is aware that the Escrow Registrable Securities are not currently registered similar exemptions under the Securities Act or under any applicable state securities laws. (db) FVP agrees that it will not transfer the Escrow Registrable Securities without compliance with the registration and other provisions Seller is an “accredited investor,” as defined in Rule 501(a) of all applicable securities laws and acknowledges that each certificate representing the Escrow Registrable Securities which it receives will be marked with an appropriate legend to such effect (which legend will be removed in accordance with the provisions Regulation D under Section 4(a)(2) of the Deposit Registration Rights Agreement). (e) FVP is purchasing the Escrow Registrable Securities solely for investment purposes, with no present intention to sell the Escrow Registrable Securities (other than pursuant to an effective registration statement). (f) FVP understands that it must bear the economic risk of the investment represented by the purchase of the Escrow Registrable Securities for an indefinite period. (g) FVP agrees not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior to the second anniversary of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, or other disposition is (1) registered under the Securities Act, or (2) in compliance with an opinion of counsel of FVP, delivered to Buyer and reasonably acceptable to it, to the effect that such offer, sale, or other disposition thereof does not violate the Securities Act. (hc) FVP Seller is acquiring the Stock Consideration under this Agreement for its own account and not with a view to its distribution in violation of the Securities Act. (d) The Seller acknowledges and understands that the certificate(sshares of Acquiror’s stock are “restricted securities” as defined in Rule 144(a)(3) under the Securities Act, and the Seller will not offer, sell, pledge or otherwise transfer any of such securities, directly or indirectly, unless the offer, sale, pledge or transfer is in a transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws; or pursuant to an effective registration statement under the Securities Act. (e) The Seller acknowledges and understands that until such time as the same is no longer required under the requirements of the Securities Act or applicable state securities laws, the certificates representing the Escrow Registrable Securities delivered hereunder shall Stock Consideration, and all certificates representing any securities issued in exchange thereof or in substitution therefor, will bear the following legend (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement): legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [NTD: INSERT END OF RESTRICTION DATE AFTER THE DISTRIBUTION DATE].” “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND LAWS. THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF STANDARD DENTAL LABS INC. (THE “CORPORATION”) THAT SUCH SECURITIES MAY NOT BE OFFERED FOR SALEOFFERED, SOLD SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF ONLY: (A) TO THE CORPORATION, WITHOUT (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT (“REGULATION S”), (C) IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (D) PURSUANT TO ANOTHER EXEMPTION OR EXCLUSION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT, AND IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS, AFTER, IN THE CASE OF TRANSFERS PURSUANT TO CLAUSE (C)(2) OR (D) (OR IF REQUIRED BY THE CORPORATION, OR ITS TRANSFER AGENT, CLAUSE (B)) ABOVE, THE HOLDER HAS PROVIDED TO THE CORPORATION A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT THE SALE OF SUCH SECURITIES IS NOT REQUIRED TO BE REGISTERED UNDER ALL THE U.S. SECURITIES ACT OR APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATIONLAWS.”

Securities Law Matters. (a) FVP represents that it is an "accredited investor" as that term is defined in Regulation D under the Securities Act and that it Seller alone, or its representative, has such knowledge and experience in financial and business matters that it is and such experience in evaluating and investing in companies such as Buyer Parent as to be capable of evaluating the merits and risks of acquisition an investment in the Buyer Shares. Seller has the financial ability to bear the economic risk of its investment in the Buyer Shares being acquired hereunder, has adequate means for providing for its current needs and contingencies and has no need for liquidity with respect to its investment in Buyer Parent. Seller is an "accredited investor" as such term is defined in Rule 501(a) of the Escrow Registrable Securities and of making an informed investment decision with respect thereto, and understands all risks of holding the Escrow Registrable Securities for an indefinite period of timeAct. (b) FVP acknowledges receipt of copies of Buyer's 10-K Seller is acquiring the Buyer Shares for its own account, for investment purposes only, and Buyer's 10-Q. (c) FVP is aware not with the view to, or for resale in connection with, any distribution thereof. Seller understands that the Escrow Registrable Securities are Buyer Shares have not currently registered under the Securities Act or under any state securities laws. (d) FVP agrees that it will not transfer the Escrow Registrable Securities without compliance with the registration and other provisions of all applicable securities laws and acknowledges that each certificate representing the Escrow Registrable Securities which it receives will be marked with an appropriate legend to such effect (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement). (e) FVP is purchasing the Escrow Registrable Securities solely for investment purposes, with no present intention to sell the Escrow Registrable Securities (other than been distributed pursuant to an effective registration statement). (f) FVP understands that it must bear the economic risk of the investment represented by the purchase of the Escrow Registrable Securities for an indefinite period. (g) FVP agrees a prospectus in Canada pursuant to applicable legislation and have not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior to the second anniversary of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, or other disposition is (1) been registered under the Securities Act, or (2) in compliance with an opinion under the securities laws of counsel various states of FVPthe United States or under the securities laws of Canada, delivered to by reason of a specified exemption from the registration provisions thereunder which depends upon, among other things, the bona fide nature of Seller's investment intent as expressed herein. Seller acknowledges that its representations and warranties contained herein are being relied upon by Buyer and reasonably acceptable to it, to Parent as a basis for the effect that such offer, sale, or other disposition thereof does not violate exemption of the issuance of the Buyer Shares hereunder from the registration requirements of the Securities ActAct and any applicable state securities laws. (hc) FVP Seller acknowledges that the certificate(sBuyer Shares must be held indefinitely until they are subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available and that Buyer and Buyer Parent have no obligation whatsoever to register the Buyer Shares. Seller has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act which permits limited resale of the securities purchased in a private placement subject to the satisfaction of certain conditions including, among other things, the availability of certain current public information about Buyer Parent and compliance with applicable requirements regarding the holding period and the amount of securities to be sold and the manner of sale. Seller understands that only Buyer Parent can take action to register the Buyer Shares. (d) representing Seller acknowledges that the Escrow Registrable Securities delivered hereunder shall bear the following legend (which legend will Buyer Shares must also be removed held in accordance with applicable securities laws in Canada and Seller undertakes not to sell, transfer or assign the provisions Buyer Shares in contravention of the Deposit Registration Rights Agreement): THE applicable laws in force in Canada. (e) Seller or its representative has had an opportunity to discuss the Buyer Parent's business, management, financial affairs and acquisition plans with its management, to review the Buyer Parent's facilities, and to obtain such additional information concerning Seller's investment in the Buyer Shares in order for Seller to evaluate its merits and risks, and Seller has determined that the Buyer Shares are a suitable investment for Seller and that at this time Seller could bear a complete loss of its investment. (x) Xxxler is aware that no U.S. or Canada federal, state, provincial or other agency has passed upon or made any finding or determination concerning the fairness of the Contemplated Transactions or the adequacy of the disclosure of the exhibits and schedules hereto or thereto. (g) Seller understands that all certificates for the Buyer Shares issued to Seller shall bear a legend in substantially the following form and including such legend as may be required under Canadian securities laws: "THESE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALEOFFERED, SOLD SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED DISPOSED OF WITHOUT SUCH REGISTRATION OR ASSIGNED FOR VALUETHE DELIVERY TO THE ISSUER OF AN OPINION OF COUNSEL, DIRECTLY OR INDIRECTLYSUCH OTHER DOCUMENTATION REASONABLY SATISFACTORY TO THE ISSUER, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROMLAWS." (h) Seller understands that the Buyer Shares will not be registered at the time of their issuance under the Securities Act for the reason that the sale provided for in the Agreement is exempt pursuant to Section 4(2) of the Securities Act and that the reliance of the Buyer Parent on such exemption is predicated in part on Seller's representations set forth herein. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATIONSeller further understands that the Buyer Shares will not be distributed pursuant to a prospectus in Canada at the time of their issuance for the reason that the sale provided for in the Agreement is exempt under applicable Canadian securities laws.

Securities Law Matters. (a) FVP represents Each Shareholder is acquiring the Parent Common Stock issuable in the Merger for his own account, and not as nominee or agent. Such Parent Common Stock is being and will be acquired for the purpose of investment and not with a view to distribution or resale thereof; subject, nevertheless, to the condition that, except as otherwise provided herein or in the Registration Rights Agreement and subject to compliance with applicable securities laws, the disposition of the property of such Shareholder shall at all times be within his control. (b) Each Shareholder understands that it he must bear the economic risk of its investment for an indefinite period of time because the Parent Common Stock issuable in the Merger is an "accredited investor" not, and may not be, registered under the Securities Act or any applicable state securities laws, except as that term is defined may be provided in Regulation D this Agreement and the Registration Rights Agreement, and may not be resold unless subsequently registered under the Securities Act and such other laws or unless in the opinion of counsel to Parent an exemption from such registration is available. (c) Each Shareholder represents that it he is a sophisticated investor and has such knowledge and experience in financial and business matters that it he is capable of evaluating the merits and risks of acquisition its investment in the Parent Common Stock issuable in the Merger. Such Shareholder further represents that he is an "accredited investor" as such term is defined in Rule 501 of Regulation D of the Escrow Registrable Securities and of making an informed investment decision with respect thereto, and understands all risks of holding the Escrow Registrable Securities for an indefinite period of time. (b) FVP acknowledges receipt of copies of Buyer's 10-K and Buyer's 10-Q. (c) FVP is aware that the Escrow Registrable Securities are not currently registered SEC under the Securities Act or under any state securities lawswith respect to the purchase of the Parent Common Stock pursuant to the Merger. (d) FVP agrees that it will not transfer the Escrow Registrable Securities without compliance with the registration and other provisions of all applicable securities laws and Each Shareholder hereby acknowledges that each certificate representing the Escrow Registrable Securities which it receives will be marked with an appropriate legend to such effect (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement). (e) FVP is purchasing the Escrow Registrable Securities solely for investment purposes, with no present intention to sell the Escrow Registrable Securities (other than pursuant to an effective registration statement). (f) FVP understands that it must bear the economic risk of the investment represented by the purchase of the Escrow Registrable Securities for an indefinite period. (g) FVP agrees not to offer, sell, or otherwise dispose of the shares of Parent Common Stock to be issued in the Escrow Registrable Securities at any time prior to Merger (unless no longer required in the second anniversary of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, or other disposition is (1) registered under the Securities Act, or (2) in compliance with an opinion of counsel of FVP, delivered to Buyer and reasonably acceptable to it, to the effect that such offer, sale, or other disposition thereof does not violate the Securities Act. (hParent) FVP acknowledges that the certificate(s) representing the Escrow Registrable Securities delivered hereunder shall bear a legend substantially in the following legend (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement): THE SECURITIES REPRESENTED HEREBY HAVE form: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS QUALIFICATION PROVISIONS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR AND STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION EXEMPTIONS THEREFROM. (e) Each Shareholder certifies that: (i) the name, address and social security number set forth on Section 4.4(a) of the Disclosure Schedule are each true, complete and correct; and (ii) such Shareholder is not subject to backup withholding because (A) the undersigned has not been notified that the undersigned is subject to backup withholding as a result of a failure to report all interest or dividends; or (B) the Internal Revenue Service has notified the undersigned that the undersigned is no longer subject to backup withholding. (f) Each Shareholder represents that he has carefully reviewed this Agreement and understands its contents and the significance thereof and has consulted with counsel with regard thereto. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENTEach Shareholder understands that (i) in issuing the Parent Common Stock issuable in the Merger, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATIONParent is relying upon the representations and warranties of such Shareholder in this Section 4.35 and (ii) receipt by Parent of the Certificates and the representations in this Agreement is an inducement and a condition to Parent's obligation to deliver any shares of Parent Common Stock to such Shareholder. The acquisition by such Shareholder of such Parent Common Stock shall constitute a confirmation by him of the foregoing.

Securities Law Matters. (a) FVP represents that it Seller is an "accredited investor" as that term is defined in Regulation D Rule 501(a) under the Securities Act Act. Seller is acquiring the Listed Issuer Shares solely for the Seller’s own beneficial account, for investment purposes, and that it has such knowledge and experience not with a view to, or for resale in financial and business matters that it is capable of evaluating the merits and risks of acquisition connection with, any distribution of the Escrow Registrable Securities and of making an informed investment decision with respect thereto, and Listed Issuer Shares. The Seller understands all risks of holding the Escrow Registrable Securities for an indefinite period of time. (b) FVP acknowledges receipt of copies of Buyer's 10-K and Buyer's 10-Q. (c) FVP is aware that the Escrow Registrable Securities are Listed Issuer Shares have not currently been and will not be registered under the Securities Act or under any state securities laws. (d) FVP agrees laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Seller and of the other representations made by the Seller in this Agreement. The Seller understands that it the Listed Issuer Shares will not transfer the Escrow Registrable Securities without compliance with the registration and other provisions of all be "restricted securities" under applicable federal securities laws and acknowledges that each certificate representing the Escrow Registrable Securities which it receives will be marked with an appropriate legend to such effect (which legend will be removed in accordance with Act and the provisions rules of the Deposit Registration Rights Agreement). (e) FVP is purchasing U.S. Securities and Exchange Commission provide in substance that the Escrow Registrable Securities solely for investment purposes, with no present intention to sell Seller may dispose of the Escrow Registrable Securities (other than Listed Issuer Shares only pursuant to an effective registration statementstatement under the Securities Act or an exemption from the registration requirements of the Securities Act, and the Seller understands that the Listed Issuer has no obligation to register any of the Listed Issuer Shares or the offering or sale thereof, or to take action so as to permit offers or sales pursuant to the Securities Act or an exemption from registration thereunder (including pursuant to Rule 144 thereunder). (f) FVP . Consequently, the Seller understands that it must bear the economic risk risks of the investment represented by in the purchase of the Escrow Registrable Securities Listed Issuer Shares for an indefinite period. (gperiod of time. Seller represents and warrants that neither it, nor any of its Rule 506(b) FVP agrees not to offer, sell, or otherwise dispose Related Partis is a “bad actor” within the meaning of the shares of the Escrow Registrable Securities at any time prior to the second anniversary of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, or other disposition is (1Rule 506(d) registered promulgated under the Securities ActAct (for purposes of this Agreement, or (2“Rule 506(d) in compliance with an opinion Related Parties” means Seller’s officers and directors and beneficial owners of counsel of FVP, delivered to Buyer and reasonably acceptable to it, to the effect that such offer, sale, or other disposition thereof does not violate Seller’s voting securities as provided under Rule 13d-3 under the Securities Actand Exchange Act of 1934, as amended). (h) FVP acknowledges that the certificate(s) representing the Escrow Registrable Securities delivered hereunder shall bear the following legend (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATION.

Securities Law Matters. (a) FVP represents that it is an "accredited investor" as that term is defined in Regulation D If the Pledged Securities are issued and delivered pursuant to this Agreement and the First Collateral Trust Securities Indenture, the Pledged Securities will not be of the same class (within the meaning of Rule 144A under the Securities Act and that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of acquisition Act) as securities which are listed on a national securities exchange registered under Section 6 of the Escrow Registrable Securities and of making an informed investment decision with respect thereto, and understands all risks of holding the Escrow Registrable Securities for an indefinite period of timeExchange Act or quoted in a U.S. automated inter-dealer quotation system. (b) FVP acknowledges receipt The Borrower is subject to Section 13 or 15(d) of copies of Buyer's 10-K and Buyer's 10-Q.the Exchange Act. (c) FVP is aware that Neither the Escrow Registrable Borrower, nor any person acting on its behalf, has offered or sold (nor will offer or sell prior to any delivery of the Pledged Securities are not currently registered to the Agent) the Pledged Securities by means of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act or under any state securities lawsAct. (d) FVP agrees that it will not transfer The offer, issuance and delivery of the Escrow Registrable Securities without compliance (as defined in the First Collateral Trust Securities Indenture) delivered in connection with the registration execution and delivery of the Existing Credit Agreement was made under restrictions and other provisions circumstances reasonably designed not to affect the status of all applicable securities laws the offer, issuance and acknowledges that each certificate representing delivery of the Escrow Registrable Pledged Securities which it receives will be marked with an appropriate legend to such effect (which legend will be removed in accordance with contemplated by this Agreement as a transaction exempt from the registration provisions of the Deposit Registration Rights Agreement)Act. (e) FVP is purchasing The issuance and delivery of the Escrow Registrable Pledged Securities solely for investment purposesas contemplated by this Agreement will be exempt from the registration requirements of the Act, with no present intention to sell and neither the Escrow Registrable Securities (other than pursuant to an effective registration statement)Borrower nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption. (f) FVP understands that it must bear Except in respect of Securities (as defined in the economic risk First Collateral Trust Securities Indenture) delivered in connection with the execution and delivery of the investment represented Existing Credit Agreement, within the six months preceding the date of any delivery of the Pledged Securities to the Agent, neither the Borrower nor any other person acting on behalf of the Borrower will have offered or sold to any person any Pledged Securities, or any securities of the same or a similar class as the Pledged Securities, other than the Pledged Securities delivered to the Agent hereunder. The Borrower will take reasonable precautions designed to insure that any offer or sale, direct or indirect, in the United States or to any U.S. person (as defined in Rule 902 under the Act) of any Pledged Securities or any substantially similar security issued by the purchase Borrower, within six months subsequent to any delivery of the Escrow Registrable Pledged Securities for an indefinite periodto the Agent, is made under restrictions and other circumstances reasonably designed not to affect the status of the offer and sale of the Pledged Securities contemplated by this Agreement as a transaction exempt from the registration provisions of the Act. (g) FVP agrees not to offer, sell, or otherwise dispose No registration of the shares Pledged Securities under the Act is required for the offer and sale of the Escrow Registrable Pledged Securities at any time prior to the second anniversary of Agent, if so offered and sold, in the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, or other disposition is (1) registered under the Securities Act, or (2) in compliance with an opinion of counsel of FVP, delivered to Buyer and reasonably acceptable to it, to the effect that such offer, sale, or other disposition thereof does not violate the Securities Actmanner contemplated by this Agreement. (h) FVP acknowledges that the certificate(s) representing the Escrow Registrable Securities delivered hereunder shall bear the following legend (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATION.

Securities Law Matters. Seller hereby represents and warrants to ---------------------- the Buyer and Parent that with respect to Seller's receipt of Parent Stock hereunder: (a) FVP represents that it Seller is acquiring the Parent Stock for its own account, for investment, and not with a view to any "distribution" thereof within the meaning of the Securities Act. Seller is an "accredited investor" as that term is defined in Regulation D under the Securities Act and that it has such knowledge is knowledgeable and experience experienced in financial and business matters that it is capable the making of evaluating investments of the merits and risks of type involved in the acquisition of the Escrow Registrable Securities Parent Stock pursuant to the Agreement, is able to bear the economic risk of loss of its investment in the Parent, has been granted the opportunity to investigate the affairs of the Buyer and Parent and to ask questions of making an informed investment decision with respect theretotheir officers and employees, and understands all risks has availed itself of holding the Escrow Registrable Securities for an indefinite period of time.such opportunity either directly or through its authorized representative; and (b) FVP acknowledges receipt Seller understands that because the shares of copies of Buyer's 10-K and Buyer's 10-Q. (c) FVP is aware that the Escrow Registrable Securities are Parent Stock have not currently been registered under the Securities Act or securities or "blue sky" laws of any jurisdiction, it cannot dispose of any or all of the shares of the Parent Stock unless such shares of Parent Stock are subsequently registered under the Securities Act or exemptions from such registration are available. Seller acknowledges and understands it has no right to require Parent to register the Parent Stock except as set forth in the attached Registration Rights Agreement. Seller further understands that the Parent may, as a condition to the transfer of any state securities laws. (d) FVP agrees of the Parent Stock, require that it will not the request for transfer the Escrow Registrable Securities without compliance with the registration and other provisions be accompanied by an opinion of all applicable securities laws and acknowledges counsel as described below. Seller understands that each certificate representing the Escrow Registrable Securities which it receives Parent Stock will be marked with an appropriate bear a legend in substantially the form provided below (in addition to such effect (which any legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreementrequired under applicable state securities laws). (e) FVP is purchasing the Escrow Registrable Securities solely for investment purposes, with no present intention to sell the Escrow Registrable Securities (other than pursuant to an effective registration statement). (f) FVP understands that it must bear the economic risk of the investment represented by the purchase of the Escrow Registrable Securities for an indefinite period. (g) FVP agrees not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior to the second anniversary of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, or other disposition is (1) registered under the Securities Act, or (2) in compliance with an opinion of counsel of FVP, delivered to Buyer and reasonably acceptable to it, to the effect that such offer, sale, or other disposition thereof does not violate the Securities Act. (h) FVP acknowledges that the certificate(s) representing the Escrow Registrable Securities delivered hereunder shall bear the following legend (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement): . THE SECURITIES SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER ACQUIRED BY THE FEDERAL OR STATE HOLDER NAMED HEREON FOR HIS OWN ACCOUNT FOR INVESTMENT; AND SUCH SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALEPLEDGED, SOLD OR OTHERWISE IN ANY OTHER WAY TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT ACT OF 1933, AS IN EFFECT AT THAT TIME, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A THE ISSUER THAT REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATIONIS NOT REQUIRED UNDER SAID ACT.

Securities Law Matters. (a) FVP a. Lincoln Park represents that it is an "accredited investor" investor as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act and that it has such knowledge and experience in financial and business matters of 1933 (the “Securities Act”). b. Xxxxxxx Park represents that it is capable acquiring the Securities for its own account for investment only and not view a view to any distribution thereof which would be violative of evaluating the Securities Act or any other federal or state securities law. c. Xxxxxxx Park represents that it: i. has had an opportunity to review KonaRed’s filings made with the Securities and Exchange Commission, ii. has had an opportunity to ask questions and receive answers from the officers of KonaRed as necessary to make a deliberate and informed decision as to whether to enter into this Agreement on the terms provided in this Agreement, including without limitation questions and answers regarding the capitalization, business, properties, prospects and financial condition of KonaRed, iii. has reviewed the merits and risks of acquisition the transaction contemplated by this Agreement, iv. has requested, received and reviewed from KonaRed all information which Lincoln Park considers would be material to Lincoln Park’s investment decision, and v. has been advised to, and given the opportunity to, consult with independent legal and financial counsel of the Escrow Registrable Securities and of making an informed investment decision Lincoln Park’s own choosing with respect theretoto this Agreement; and accordingly Lincoln Park believes it has received all information it considers necessary or appropriate for deciding whether to enter into this Agreement and (among other things) surrender its warrants and acquire the Securities. d. Xxxxxxx Park understands the significant risks of investment in the Securities. e. Xxxxxxx Park understands that the Securities will be characterized as “restricted securities” under the federal securities laws, inasmuch as they are being acquired from KonaRed in a transaction not involving a public offering, and understands all risks of holding the Escrow Registrable Securities for an indefinite period of time. (b) FVP acknowledges receipt of copies of Buyer's 10-K and Buyer's 10-Q. (c) FVP is aware that the Escrow Registrable Securities are not currently registered under the Securities Act or under any state securities laws. (d) FVP agrees that it will not transfer the Escrow Registrable Securities without compliance with the registration and other provisions of all applicable securities such laws and acknowledges that each certificate representing the Escrow Registrable applicable regulations such Securities which it receives will may not be marked with an appropriate legend to such effect (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement). (e) FVP is purchasing the Escrow Registrable Securities solely for investment purposes, with no present intention to sell the Escrow Registrable Securities (other than pursuant to an effective resold without registration statement). (f) FVP understands that it must bear the economic risk of the investment represented by the purchase of the Escrow Registrable Securities for an indefinite period. (g) FVP agrees not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior to the second anniversary of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, or other disposition is (1) registered under the Securities Act, except in certain limited circumstances. In this connection, Lincoln Park represents that it is familiar with Rule 144 promulgated under the Securities Act, and understands the resale limitations imposed thereby and by the Securities Act. Lincoln Park acknowledges that KonaRed has no obligation to register or qualify the Securities for resale or to cause any elements of Rule 144 resale eligibility to be satisfied. f. Xxxxxxx Park understands that KonaRed is in the process of “going dark” (2) in compliance with an opinion terminating its common stock’s registration under the Securities Exchange Act of counsel 1934 and suspending its reporting obligations under the Securities Exchange Act of FVP1934 and the Securities Act), delivered to Buyer and reasonably acceptable to it, to that going dark will negatively affect the effect liquidity of the 8 Million Shares. g. Xxxxxxx Park understands that such offer, saleKonaRed has made no assurances that a liquid public market now exists, or other disposition thereof does not violate that that a liquid public market (or any public market) will exist in the future, for the 8 Million Shares. h. Xxxxxxx Park represents that neither (i) Lincoln Park, (ii) any of Lincoln Park’s directors, executive officers or managers, nor (iii) any person that would be deemed a beneficial owner of the Securities (in accordance with Rule 506(d) under the Securities Act) is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii) under the Securities Act. (h) FVP i. Lincoln Park represents that neither Lincoln Park, nor any of its officers, employees, agents, directors, members or managers has engaged the services of a broker, investment banker or finder in connection with this Agreement or the Securities or agreed to pay any commission, fee or other remuneration to any third party in connection therewith. j. Xxxxxxx Park acknowledges that it is against the certificate(s) representing law to purchase or sell securities on the Escrow Registrable Securities delivered hereunder shall bear basis of material non-public information unless one’s counterparty possesses the following legend (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATIONsame material non-public information.

Securities Law Matters. (aA) FVP represents that it is an "accredited investor" Finisar shall use reasonable efforts, beginning as that term is defined in Regulation D under soon as practicable after the Securities Act and that it has such knowledge and experience in financial and business matters that it is capable Closing Date, to cause the shares of evaluating the merits and risks of acquisition Finisar Common Stock issuable upon conversion of the Escrow Convertible Notes, subject to the terms and conditions thereof (collectively, the “Registrable Securities and of making an informed investment decision with respect theretoSecurities”), and understands all risks of holding the Escrow Registrable Securities for an indefinite period of time. (b) FVP acknowledges receipt of copies of Buyer's 10-K and Buyer's 10-Q. (c) FVP is aware that the Escrow Registrable Securities are not currently to be registered under the Securities Act so as to permit the resale thereof, and in connection therewith shall use its reasonable efforts to cause to become effective no later than nine (9) months after the Closing Date, a registration statement (the “Registration Statement”) on Form S-1 or on such successor form as is then available under the Securities Act covering the Registrable Securities; provided, however, that Founder shall provide all such information and materials and take all such action as may reasonably be requested by Finisar in order to permit Finisar to comply with all applicable requirements of the SEC and to obtain any state securities lawsdesired acceleration of the effective date of such Registration Statement. Such provision of information and materials is a condition precedent to the obligations of Finisar pursuant to this Section 5.10(A). The offering made pursuant to such registration shall not be underwritten. (dB) FVP agrees Notwithstanding the foregoing, Finisar shall be entitled to postpone the filing or declaration of effectiveness of the Registration Statement for a reasonable period of time not to exceed ninety (90) calendar days after the deadlines therefore set forth in this Section 5.10, if Finisar determines that it will not transfer there exists material nonpublic information about Finisar which would be required by the Escrow Securities Act to be disclosed in the Registration Statement, the disclosure of which, in the good faith determination of the Board of Directors of Finisar, would be detrimental to Finisar. (C) Subject to the limitations of Section 5.10(B), Finisar shall use commercially reasonable efforts to keep the Registration Statement effective until the earlier of such date as all Registrable Securities without compliance then held by the Founder could be sold under Rule 144(k) or Rule 145 or such date as all Registrable Securities have been sold by Founder (the “Registration Period”); (ii) prepare and file with the registration SEC such amendments and other provisions of all applicable securities laws supplements to the Registration Statement and acknowledges that each certificate representing the Escrow Registrable Securities which it receives will prospectus used in connection therewith as may be marked with an appropriate legend necessary, and to such effect (which legend will be removed in accordance comply with the provisions of the Deposit Registration Rights Agreement). (e) FVP is purchasing the Escrow Registrable Securities solely for investment purposes, Act with no present intention to sell the Escrow Registrable Securities (other than pursuant to an effective registration statement). (f) FVP understands that it must bear the economic risk of the investment represented by the purchase of the Escrow Registrable Securities for an indefinite period. (g) FVP agrees not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior respect to the second anniversary of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, sale or other disposition is of all securities proposed to be registered in the Registration Statement during the Registration Period; and (1iii) registered under furnish to Founder such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus) in conformity with the requirements of the Securities Act, and such other documents, as the Founder may reasonably request in order to effect the offering and sale of the Registrable Securities to be offered and sold. (D) Finisar shall use its best efforts to (i) register and qualify the Registrable Securities covered by the Registration Statement under the securities laws of such states as the Founder reasonably requests, (ii) prepare and file in those states, such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such states. Finisar shall promptly notify the Founder of Finisar’s Knowledge of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities laws of any states or the initiation or threat of any proceeding for such purpose and promptly use commercially reasonable efforts to prevent such suspension or obtain its withdrawal if such suspension occurs. (E) As promptly as practicable after becoming aware of such event or development, Finisar shall notify the Founder in writing of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain any material, nonpublic information), and promptly prepare a supplement or amendment to the Registration Statement to correct such untrue statement or omission. Finisar shall also promptly notify the Founder in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when the Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to the Founder by facsimile on the same day of such effectiveness), (ii) of any request by the SEC for amendments or supplements to the Registration Statement or related prospectus or related information, (iii) of Finisar’s reasonable determination that a post-effective amendment to the Registration Statement would be appropriate, or (2iv) when it obtains knowledge of the issuance of any stop order by the SEC suspending effectiveness of the Registration Statement or the initiation or Threatened initiation of any proceeding for that purpose, after which Finisar shall promptly use commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal. (F) In the event the number of shares available under the Registration Statement is insufficient to cover all of the Registrable Securities, Finisar shall amend the Registration Statement, or file a new Registration Statement, or both, so as to cover all of such Registrable Securities as soon as practicable, but in any event not later than sixty (60) days after the necessity therefor arises. Finisar shall use commercially reasonable efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number of shares available under the Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of Registrable Securities issuable during the Registration Period is greater than the number of shares available for resale under such Registration Statement. (G) Finisar will indemnify the Founder against all claims, losses, damages, liabilities and expenses (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, and will promptly reimburse as incurred any legal or other expenses reasonably incurred by Founder in connection with the investigation or defense of any action, whether or not resulting in liability arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any registration, qualification or compliance effected pursuant to this Section 5.10, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation or any alleged violation by Finisar of any rule or regulation promulgated under the Securities Act or the Exchange Act in connection with an opinion of counsel of FVPany such registration, delivered to Buyer and reasonably acceptable to itqualification or compliance, provided that Finisar will not be liable in any such case to the effect extent that any such offerclaim, saleloss, damage or other disposition thereof does not violate liability arises out of or is based on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished to Finisar by the Founder and specifically for use therein. (H) It shall be a condition to Finisar’s obligations hereunder to register the Registrable Securities of the Founder that the Founder agree to indemnify Finisar, each of Finisar’s directors and officers, each person who controls Finisar within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) and expenses arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to Finisar by the Founder specifically for use therein. (hI) FVP acknowledges Each party entitled to indemnification under this Section 5.10 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the certificate(sIndemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that an Indemnified Party (together with all other Indemnified Parties which may be represented without conflict by one counsel) representing shall have the Escrow right to retain one separate counsel, with the fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to differing or potentially differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.10 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. (J) All registration, filing and qualification fees, printing expenses, fees and disbursements of legal counsel for Finisar, and expenses of any special audits and underwriters’ fees, discounts or commissions, if any, incurred in connection with the registration of the Registrable Securities delivered hereunder pursuant to this Section 5.10, shall bear the following legend (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATIONpaid by Finisar.

Securities Law Matters. (a) FVP se2quel LLC represents that it has satisfied itself as to the full observance of all applicable laws in connection with the acquisition of Units, the Warrant and the Tegal Common Stock issuable upon exercise of the Warrant by it in accordance with this Agreement (collectively, the “se2quel LLC Securities”), including (i) the legal requirements for the purchase thereof, (ii) any governmental or other consents that may need to be obtained and (iii) the income tax and other tax consequences, if any, that may be relevant to the purchase thereof. (b) se2quel LLC is an "accredited investor" as that term is defined acquiring the se2quel LLC Securities for investment for its own account and not with a view to, or for resale in Regulation D under connection with, the Securities Act and that it has such distribution thereof in contravention of any legal requirement. (c) se2quel LLC’s knowledge and experience in financial and business matters matters, are such that it is capable of evaluating the merits and risks of its acquisition of the Escrow Registrable Securities se2quel LLC Securities. se2quel LLC is a sophisticated Person and of making an informed investment decision with respect thereto, and understands all risks is relying upon its due diligence investigation. (d) se2quel LLC’s financial condition is such that it can afford to bear the economic risk of holding the Escrow Registrable se2quel LLC Securities for an indefinite period of time. (b) FVP acknowledges receipt time and has adequate means for providing for its current needs and contingencies and to suffer a complete loss of copies of Buyer's 10-K and Buyer's 10-Q. (c) FVP is aware that its investment in the Escrow Registrable Securities are not currently registered under the Securities Act or under any state securities laws. (d) FVP agrees that it will not transfer the Escrow Registrable Securities without compliance with the registration and other provisions of all applicable securities laws and acknowledges that each certificate representing the Escrow Registrable Securities which it receives will be marked with an appropriate legend to such effect (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement)se2quel LLC Securities. (e) FVP se2quel LLC is purchasing an “accredited investor” as defined in Rule 501 under the Escrow Registrable Securities solely for investment purposes, with no present intention to sell the Escrow Registrable Securities (other than pursuant to an effective registration statement)Act. (f) FVP understands se2quel LLC has been advised that it (i) the se2quel LLC Securities have not been registered under the Securities Act, (ii) the se2quel LLC Securities may need to be held indefinitely, and se2quel LLC must continue to bear the economic risk of the investment represented by in the purchase se2quel LLC Securities unless they are subsequently registered under the Securities Act or an exemption from such registration is available, (iii) there is no a public market for the se2quel LLC Securities and no assurance can be provided that such a market will develop, (iv) when and if the se2quel LLC Securities may be disposed of the Escrow Registrable Securities for an indefinite period. (g) FVP agrees not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior to the second anniversary of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, or other disposition is (1) registered without registration in reliance on Rule 144 promulgated under the Securities Act, or such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (2v) in if the Rule 144 exemption is not available, public sale without registration will require compliance with an opinion of counsel of FVP, delivered to Buyer and reasonably acceptable to it, to the effect that such offer, sale, or other disposition thereof does not violate exemption under the Securities Act. (h) FVP acknowledges that the certificate(s) representing the Escrow Registrable Securities delivered hereunder shall bear the following legend (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATION.

Securities Law Matters. (aLA understands and agrees that any Top Up Shares acquired by it hereunder are being offered and issued to it in reliance upon the exemption from securities registration afforded by Section 4(a)(2) FVP represents that it of the Securities Act and Rule 506 of Regulation D promulgated thereunder. No U.S. federal or state agency or any other government or governmental agency has passed or will pass on, or made or will make any recommendation or endorsement of, the Top Up Shares or the fairness or suitability of an investment in the Top Up Shares. LA is and will be an "“accredited investor" ”, as that term is defined in Rule 501(a) of Regulation D under the Securities Act Act, at any time it acquires Top Up Shares hereunder. LA understands that its investment in the Top Up Shares involves a high degree of risk, and that it LA is able to afford a complete loss of such investment. LA has or will seek such knowledge accounting, legal and experience in financial and business matters that it is capable of evaluating the merits and risks of acquisition of the Escrow Registrable Securities and of making tax advice as necessary to make an informed investment decision with respect theretoto its acquisition of the Top Up Shares. LA will purchase the Top Up Shares for its own account for investment and not with a view toward, or for resale in connection with, the public sale or distribution thereof. LA understands that the Top Up Shares will be “restricted securities” under applicable U.S. federal securities laws and that the Securities Act and the rules and regulations promulgated thereunder provide in substance that LA may dispose of the Top Up Shares only pursuant to an effective registration statement under the Securities Act or an exemption therefrom, and LA understands all that, except as provided in the Registration Rights Agreement, the Company has no obligation or intention to register the offer and resale of any of the Top Up Shares, or to take action so as to permit sales pursuant to the Securities Act (including Rule 144 thereunder). Consequently, LA understands that LA may bear the economic risks of holding its investment in the Escrow Registrable Securities Top Up Shares for an indefinite period of time. (b) FVP acknowledges receipt of copies of Buyer's 10-K and Buyer's 10-Q. (c) FVP is aware . LA understands that the Escrow Registrable Securities are not currently registered under certificates or other instruments representing any Top Up Shares may bear legends as required by the Company’s charter documents, the Securities Act or under and the “blue sky” laws of any state securities laws. as reasonably determined by the Company (d) FVP agrees and a stop-transfer order may be placed against transfer of such share certificates). Each of the Company and LA acknowledge that it will not transfer the Escrow Registrable Securities without compliance may have reporting obligations under applicable law with the registration and other provisions of all applicable securities laws and acknowledges that each certificate representing the Escrow Registrable Securities which it receives will be marked with an appropriate legend to such effect (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement). (e) FVP is purchasing the Escrow Registrable Securities solely for investment purposes, with no present intention to sell the Escrow Registrable Securities (other than pursuant to an effective registration statement). (f) FVP understands that it must bear the economic risk of the investment represented by the purchase of the Escrow Registrable Securities for an indefinite period. (g) FVP agrees not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior respect to the second anniversary exercise of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, or other disposition is (1) registered under the Securities Act, or (2) in compliance with an opinion of counsel of FVP, delivered to Buyer and reasonably acceptable to it, to the effect that such offer, sale, or other disposition thereof does not violate the Securities ActTop Up Rights hereunder. (h) FVP acknowledges that the certificate(s) representing the Escrow Registrable Securities delivered hereunder shall bear the following legend (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATION.

Securities Law Matters. (ai) FVP represents that it is an "accredited investor" as that term is defined in Regulation D under the Securities Act and that it The Seller has such knowledge and experience in financial and business matters that it the Seller is capable of evaluating the merits and risks of acquisition an investment in the Preferred Stock. The Seller is an "accredited investor" as such term is defined in Rule 502(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT") (ii) The Seller has or has been furnished with such information as the Seller has requested of the Escrow Registrable Securities Purchaser regarding the Purchaser, the Preferred Stock and the shares of making common stock of the Purchaser into which the Preferred Stock is convertible (the "CONVERSION SHARES") and has had an opportunity to discuss with the management of the Purchaser and to become informed investment decision with respect theretoabout the objectives of the Purchaser and its business plan, consolidated financial condition and understands all risks results of holding the Escrow Registrable Securities for an indefinite period of timeoperations. (biii) FVP acknowledges receipt The Seller is acquiring the Preferred Stock for the Seller's own account, and not as a nominee or agent for any other persons or entities, and for investment and not with a view to distribution or resale thereof. The Seller has been advised and understands and agrees that neither the Preferred Stock nor the Conversion Shares will be registered under the Securities Act, nor qualified under any state securities laws, on the basis, among others, that no distribution or public offering of copies the Preferred Stock or of Buyer's 10-K and Buyer's 10-Q.the Conversion Shares is to be effected in connection with the transactions contemplated herein. (civ) FVP The Seller acknowledges that it has been informed and understands that no public market for the Preferred Stock or the Conversion Shares currently exists and that there is aware no assurance that any such market will develop or exist in the future. Even if such a public market does develop, neither the Preferred Stock nor the Conversion Shares may be sold or transferred except in compliance with the Securities Act or an exemption thereunder. There is no assurance that any exemption from registration will become available to permit resale of the Preferred Stock or the Conversion Shares. (v) The Seller acknowledges and agrees that the Escrow Registrable Securities are not currently registered certificate or certificates representing the Preferred Stock (and, upon the conversion thereof, the Conversion Shares) shall contain restrictive legends in the form set forth in Rule 502(d)(3) of Regulation D promulgated under the Securities Act or restrictive legends that are substantially similar thereto. The Seller acknowledges and agrees that, unless and until the Preferred Stock or the Conversion Shares become eligible for resale under the Act, any state securities laws. (d) FVP agrees that it will not proposed sale or other transfer the Escrow Registrable Securities without compliance with the registration and other provisions or disposition of all applicable securities laws and acknowledges that each certificate representing the Escrow Registrable Securities which it receives will be marked with an appropriate legend to such effect (which legend will be removed in accordance with the provisions any of the Deposit Registration Rights Agreement). (e) FVP is purchasing Preferred Stock or the Escrow Registrable Securities solely for investment purposesConversion Shares, with no present intention to sell the Escrow Registrable Securities (other than pursuant to an effective registration statement). (f) FVP understands that it must bear the economic risk of the investment represented by the purchase of the Escrow Registrable Securities for an indefinite period. (g) FVP agrees not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior to the second anniversary of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, or other disposition is (1) registered statement under the Securities Act, or (2) in compliance with may not be made unless and until the Seller has furnished to the Purchaser an opinion of counsel of FVPcounsel, delivered to Buyer and reasonably acceptable to itthe Purchaser and its counsel, to the effect that such offer, sale, the proposed sale or other transfer or disposition thereof does not violate is exempt from registration under the Securities Act. (h) FVP acknowledges that the certificate(s) representing the Escrow Registrable Securities delivered hereunder shall bear the following legend (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATION.

Securities Law Matters. (a) FVP represents Such Turecamo Stockholder hereby confirms that it is an "accredited investor" as he or she has been informed that term is defined in Regulation D the shares of the Xxxxx Enterprises Common Stock being issued to him or her are restricted securities under the Securities Act and may not be resold or transferred unless first registered under the federal securities laws or unless an exemption from such registration is available. Accordingly, such Turecamo Stockholder hereby acknowledges that it he or she is prepared to hold the Annex I-Representations & Warranties of Each Turecamo Stockholder Xxxxx Enterprises Common Stock for an indefinite period and that the Turecamo Stockholder is aware that Rule 144 of the Commission issued under the Securities Act is not presently available to exempt the resale of the Xxxxx Enterprises Common Stock from the registration requirements of the Securities Act. Such Turecamo Stockholder is aware of the adoption of Rule 144 promulgated under the Securities Act by the Commission, which permits limited public resales of securities acquired in a nonpublic offering, subject to the satisfaction of certain conditions. Such Turecamo Stockholder understands that Rule 144 is conditioned upon, among other things: (i) the availability of certain current public information about Xxxxx Enterprises, (ii) the resale occurring not earlier than one (1) year after the party has purchased and paid for the securities to be sold, (iii) the sale being made through a broker in an unsolicited "broker's transaction", and (iv) the amount of securities being sold during any three-month period not exceeding specified limitations. Such Turecamo Stockholder understands that Xxxxx Enterprises may not be satisfying the current public information requirement of Rule 144 at the time such Turecamo Stockholder wishes to sell the Xxxxx Enterprises Common Stock or other conditions under Rule 144. If so, such Turecamo Stockholder understands that he or she may be precluded from selling the securities under Rule 144 even if the one-year holding period of said Rule has been satisfied. Prior to the acquisition of the shares of Xxxxx Enterprises Common Stock by such Turecamo Stockholder, each such Turecamo Stockholder acquired sufficient information about Xxxxx Enterprises to reach an informed and knowledgeable decision to acquire the Xxxxx Enterprises Common Stock. Such Turecamo Stockholder has such knowledge and experience in financial and business matters that it is so as to make him or her capable of evaluating utilizing said information to evaluate the merits and risks of acquisition of the Escrow Registrable Securities prospective investment and of making to make an informed investment decision with respect thereto, and understands all risks of holding the Escrow Registrable Securities for an indefinite period of time. (b) FVP acknowledges receipt of copies of Buyer's 10-K and Buyer's 10-Q. (c) FVP decision. Such Turecamo Stockholder is aware that the Escrow Registrable Securities are not currently registered under the Securities Act or under any state securities laws. (d) FVP agrees that it will not transfer the Escrow Registrable Securities without compliance with the registration and other provisions of all applicable securities laws and acknowledges that each certificate representing the Escrow Registrable Securities which it receives will be marked with an appropriate legend able to such effect (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement). (e) FVP is purchasing the Escrow Registrable Securities solely for investment purposes, with no present intention to sell the Escrow Registrable Securities (other than pursuant to an effective registration statement). (f) FVP understands that it must bear the economic risk of his or her investment in the investment represented by Xxxxx Enterprises Common Stock. Such Turecamo Stockholder is an "Accredited Investor," as defined in the purchase of the Escrow Registrable Securities for an indefinite period. (g) FVP agrees not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior to the second anniversary of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, or other disposition is (1) registered rules and regulations promulgated under the Securities Act, or (2) in compliance with an opinion and is a resident of counsel of FVP, delivered to Buyer and reasonably acceptable to it, to the effect that such offer, sale, or other disposition thereof does not violate the Securities Act. (h) FVP jurisdiction listed on Schedule 1. Such Turecamo Stockholder also acknowledges that the certificate(s) representing the Escrow Registrable Securities delivered hereunder shall bear the following legend (which legend shares of Xxxxx Enterprises Common Stock to be received by him or her will be removed in accordance with subject to additional restrictions on transfer and legend requirements under the provisions of the Deposit Registration Rights Stockholders Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATION.

Securities Law Matters. (a) FVP represents The parties hereto acknowledge that this Note is not and is not intended to be a "security" as defined in the Securities Act, and that the issuance, sale and assignment of this Note is not intended to be subject to the provisions governing the issuance, sale and transfer of "securities" thereunder. (b) The Holder, shall be deemed to make to the Company (without regard to whether this Note is a "security" for purposes of the Securities Act)) the following representations, warranties and covenants: (i) The Holder is acquiring the Note solely for financing or investment purposes and not with a view toward, or for sale in connection with any distribution thereof (except for a distribution of this Note if held by Nortel pursuant to the Syndications), has received and reviewed such information as it deems necessary to evaluate the merits and risks of its investment in this Note, is an "accredited investor" as that term is defined in within the meaning of Regulation D Note (Nortel NPA) 13 79 promulgated under the Securities Act and that it has such knowledge and experience in financial and business matters that it is as to be capable of evaluating the merits and risks of acquisition its investment in this Note, including a complete loss of the Escrow Registrable Securities and of making an informed investment decision with respect thereto, and understands all risks of holding the Escrow Registrable Securities for an indefinite period of timeits investment. (bii) FVP acknowledges receipt Any offer of copies of Buyer's 10-K and Buyer's 10-Q. (c) FVP is aware that Assignment or Assignment by the Escrow Registrable Securities are Holder not currently registered under the Securities Act or under any state securities laws. (d) FVP agrees that it will not transfer the Escrow Registrable Securities without compliance with the registration and other provisions of all applicable securities laws and acknowledges that each certificate representing the Escrow Registrable Securities which it receives will be marked with an appropriate legend to such effect (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement). (e) FVP is purchasing the Escrow Registrable Securities solely for investment purposes, with no present intention to sell the Escrow Registrable Securities (other than made pursuant to an effective registration statement). statement shall only be made (fA) FVP understands that it must bear to Persons whom the economic risk Holder reasonably believes to be "qualified institutional buyers" as such term is defined in Rule 144A promulgated under the Securities Act, (B) to non-U.S. Persons outside of the investment represented by United States (which shall include dealers or other professional fiduciaries in the purchase United States acting on a discretionary basis for beneficial owners (other than an estate or trust) that are non-U.S. Persons) to whom the Holder reasonably believes offers of Assignment or Assignment of the Escrow Registrable Notes may be made in reliance upon Regulation S promulgated under the Securities for an indefinite period. (g) FVP agrees not to offer, sell, or otherwise dispose Act and applicable securities legislation of the shares relevant jurisdiction or (C) to other "accredited investors" within the meaning of Regulation D promulgated under the Escrow Registrable Securities at any time prior Act. The Holder will take reasonable steps to inform, and cause each of its Affiliates to take reasonable steps to inform, a Person acquiring this Note from the second anniversary Holder or one of its Affiliates, as the date FVP acquires case may be, in the Escrow Registrable Securities, unless such offer, sale, or other disposition is United States (1the "Subsequent Purchasers") that this Note (x) has not been and will not be registered under the Securities Act, (y) is being sold to such Subsequent Purchaser without registration under the Securities Act in reliance on Rule 144A or Regulation S promulgated thereunder or in accordance with another exemption from registration under the Securities Act, as the case may be, and (2z) may not be offered, sold or otherwise transferred except in compliance with an opinion of counsel of FVP, delivered to Buyer and reasonably acceptable to it, to the effect that such offer, sale, or other disposition thereof does not violate the Securities Act. (h) FVP acknowledges that the certificate(s) representing the Escrow Registrable Securities delivered hereunder shall bear the following legend (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATION.

Securities Law Matters. (a) FVP represents The Consideration Shares acquired by each Seller are being acquired for investment for such Seller’s own account and not with a view to the distribution thereof within the meaning of Section 2(11) of the Securities Act. Each Seller understands that it is an "accredited investor" as that term is defined in Regulation D the Consideration Shares has not been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such Seller’s representations as expressed in this Agreement. (b) Each Seller has received all the information it considers necessary or appropriate for deciding whether to acquire the Consideration Shares. Each Seller has reviewed the annual, quarterly and periodic reports of Buyer that have been filed with the SEC. Each Seller has been given the opportunity to obtain any information or documents relating to, and ask questions and receive answers about, Buyer, the Consideration Shares and the business of and prospects of Buyer which it deems necessary to evaluate the merits and risks related to its investment in such shares and to verify the information received. (c) Each Seller has such knowledge and experience in financial and business matters that it such Seller is capable of evaluating the merits and risks of acquisition of its investment in Buyer and has the Escrow Registrable Securities and of making an informed investment decision with respect thereto, and understands all capacity to protect its own interests. Each Seller is able to bear the economic risks of holding its investment in the Escrow Registrable Securities Consideration Shares for an indefinite period of time, including the risk of a complete loss of such Seller’s investment in such securities. (bd) FVP acknowledges receipt of copies of Buyer's 10-K and Buyer's 10-Q. (c) FVP is aware Each Seller understands that the Escrow Registrable Consideration Shares are characterized as “restricted securities” as defined in Rule 144 promulgated under the Securities Act because they are being acquired from Buyer in a transaction not currently involving a public offering and that, under the Securities Act, the Consideration Shares may be resold without registration under the Securities Act only in certain limited circumstances. Each Seller acknowledges that the Consideration Shares must be held indefinitely unless subsequently registered under the Securities Act or and under any applicable state securities laws. (d) FVP agrees laws or an exemption from such registration is available. Each Seller is aware that it will not transfer the Escrow Registrable Securities without compliance with the registration and other provisions of all applicable securities laws and acknowledges that each certificate representing the Escrow Registrable Securities which it receives will be marked with an appropriate legend to such effect (which legend will be removed in accordance with the provisions of Rule 144 promulgated under the Deposit Registration Rights Agreement)Securities Act, which permit limited resale of share purchased in a private placement are subject to the satisfaction of certain conditions, including, among other things, the availability of certain current public information about Buyer and the resale occurring not less than six months after a party has purchased and paid for the security to be sold. (e) FVP is purchasing Each Seller understands that the Escrow Registrable Securities solely for investment purposesConsideration Shares and any securities issued in respect thereof or exchanged therefore, with no present intention may bear, substantially, over or all of the following legends: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, (B) THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER SUCH ACT OR (C) THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. Any legend required by the securities laws of any state to sell the Escrow Registrable Securities (other than pursuant extent such laws are applicable to an effective registration statement)the shares represented by the certificate so legended. (f) FVP understands that it must bear the economic risk Each Seller is an accredited investor as defined in Rule 501(a) of the investment represented by the purchase of the Escrow Registrable Securities for an indefinite period. (g) FVP agrees not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior to the second anniversary of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, or other disposition is (1) registered Regulation D promulgated under the Securities Act, or (2) in compliance with an opinion of counsel of FVP, delivered to Buyer and reasonably acceptable to it, to the effect that such offer, sale, or other disposition thereof does not violate the Securities Act. (hg) FVP acknowledges that the certificate(sThe true address of each Seller is set forth in Part 3.19(g) representing the Escrow Registrable Securities delivered hereunder shall bear the following legend (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALEDisclosure Letter. Each Seller is presently a bona fide resident of, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUEor is domiciled in, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATIONand received the offer and made the decision to invest in the Consideration Shares in the state listed in such address.

Securities Law Matters. (a) FVP represents As a precondition to the Company’s execution of this Agreement and the grant of the Option hereunder, the Optionee makes the following representations to the Company: (i) The Optionee understands that it is an "accredited investor" as any shares of Stock that term is defined in Regulation D may be acquired upon exercise of the Option have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof. The Optionee acknowledges that it any shares of Stock acquired upon exercise of the Option must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. The Optionee is aware of the provisions of Rule 144 promulgated under the Securities Act that permit limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions. The Optionee acknowledges that each certificate will bear a legend referencing the foregoing restrictions. (ii) The Optionee is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The Optionee is financially able to bear the economic risk of his decision to accept the Option as compensation. The Optionee has such knowledge and experience in financial and business matters that it is as to be capable of evaluating the merits and risks of acquisition an investment in any shares of Stock that may be acquired upon exercise of the Escrow Registrable Option and has had access to the Company’s periodic reports and other information filed by the Company with the Securities and Exchange Commission. (iii) The Optionee is acquiring any shares of making an informed investment decision Stock upon exercise of the Option for his own account and not with respect theretoa view to the distribution thereof in violation of the Securities Act, and understands all risks any applicable securities laws of holding the Escrow Registrable Securities for an indefinite period of timeany state. (b) FVP acknowledges receipt of copies of Buyer's 10-K and Buyer's 10-Q. (c) FVP is aware The Optionee confirms that the Escrow Registrable Securities are not currently registered under the Securities Act or under any state securities laws. (d) FVP agrees that it will not transfer the Escrow Registrable Securities without compliance Company is relying upon his representations contained in this Section 10 in connection with the registration and other provisions of all applicable securities laws and acknowledges that each certificate representing the Escrow Registrable Securities which it receives will be marked with an appropriate legend issuance to such effect (which legend will be removed in accordance with the provisions him of the Deposit Registration Rights Agreement). (e) FVP is purchasing the Escrow Registrable Securities solely for investment purposesOption, with no present intention to sell the Escrow Registrable Securities (other than pursuant to an effective registration statement). (f) FVP understands that it must bear the economic risk of the investment represented by the purchase of the Escrow Registrable Securities for an indefinite period. (g) FVP agrees not to offerand upon due exercise, sell, or otherwise dispose of the shares of Stock underlying the Escrow Registrable Securities at Option. The Optionee undertakes to notify the Company immediately of any time prior change in any representation, warranty or other information relating to him set forth in this Section 10, and agrees that such representations and warranties and his agreements, undertakings and acknowledgments contained herein shall survive the second anniversary exercise of the date FVP acquires Option. In consideration of such issuance, the Escrow Registrable SecuritiesOptionee hereby indemnifies and holds harmless the Company, unless such offerand the officers, saledirectors, employees and agents thereof, from and against any and all liability, losses, damages, expenses and attorneys’ fees which they may hereafter incur, suffer or be required to pay by reason of the falsity of, or other disposition is (1) registered under the Securities Acthis failure to comply with, any representations or (2) agreements contained in compliance with an opinion of counsel of FVP, delivered to Buyer and reasonably acceptable to it, to the effect that such offer, sale, or other disposition thereof does not violate the Securities Actthis Section 10(b). (h) FVP acknowledges that the certificate(s) representing the Escrow Registrable Securities delivered hereunder shall bear the following legend (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATION.

Securities Law Matters. (a) FVP represents The Principal Stockholder understands and acknowledges (i) that it the offer and sale of the Apple South Stock has not been registered under the Securities Act or under applicable state securities laws in reliance upon the exemptions provided by Section 4(2) of the Securities Act and in reliance upon the relevant exemptions provided by applicable state securities laws and that the Apple South Stock may not be resold, transferred, assigned, pledged, hypothecated, or any interest therein otherwise disposed of unless the Apple South Stock is registered under the Securities Act and applicable state securities laws or unless the shares are the subject of an opinion of counsel, which opinion and counsel are reasonably acceptable to Apple South, addressed to Apple South that such registration is not required; (ii) that the stock certificates evidencing the Apple South Stock will bear legends setting forth the restrictions on transfer described above and stop-transfer instructions will be delivered by Apple South to Apple South's stock transfer agent reflecting such restrictions; (iii) that he must bear the risk of an investment in the Apple South Stock for an indefinite period of time and his financial condition is currently adequate to bear the risk of an investment in the Apple South Stock; (iv) that he has received copies of the SEC Documents and Current SEC Documents; and (v) that he has had the opportunity to ask questions of and receive answers from the officers of Apple South concerning the Apple South Stock, Apple South, and Apple South's business, plans, and prospects. (b) The Principal Stockholder is acquiring the Apple South Stock issuable to him hereunder for his own account for investment purposes only with no intention of participating, directly or indirectly, in a distribution of the Apple South Stock. (c) The Principal Stockholder has such experience in business, financial, and investment matters as to be able to evaluate the merits and risks of an investment in the Apple South Stock. (d) The Principal Stockholder is an "accredited investor" as that term is defined in Rule 501 of Regulation D under the Securities Act and that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of acquisition of the Escrow Registrable Securities and of making an informed investment decision with respect thereto, and understands all risks of holding the Escrow Registrable Securities for an indefinite period of time. (b) FVP acknowledges receipt of copies of Buyer's 10-K and Buyer's 10-Q. (c) FVP is aware that the Escrow Registrable Securities are not currently registered under the Securities Act or under any state securities laws. (d) FVP agrees that it will not transfer the Escrow Registrable Securities without compliance with the registration and other provisions of all applicable securities laws and acknowledges that each certificate representing the Escrow Registrable Securities which it receives will be marked with an appropriate legend to such effect (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement)SEC. (e) FVP is purchasing the Escrow Registrable Securities solely for investment purposes, with no present intention to sell the Escrow Registrable Securities (other than pursuant to an effective registration statement). (f) FVP The Principal Stockholder understands and acknowledges that it must bear the economic risk of the investment represented by the purchase of the Escrow Registrable Securities for an indefinite period. (g) FVP agrees not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior to the second anniversary of the date FVP acquires the Escrow Registrable Securities, unless such offerfuture transfer, sale, or other disposition of the Apple South Stock by him is (1) registered under the Securities Act, or (2) in compliance with an opinion of counsel of FVP, delivered to Buyer and reasonably acceptable to it, subject to the effect that such offer, sale, or other disposition thereof does not violate the Securities Act. (h) FVP acknowledges that the certificate(s) representing the Escrow Registrable Securities delivered hereunder shall bear the following legend (which legend will be removed in accordance with the provisions terms and conditions of the Deposit Registration Rights Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATION.

Securities Law Matters. (a) FVP represents that it Surebridge is an "accredited investorAccredited Investor" as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (collectively with the rules and that it has such knowledge regulations promulgated thereunder, the "SECURITIES ACT"). Surebridge is acquiring the Parent Shares and experience in financial and business matters that it is capable of evaluating the merits and risks of acquisition of the Escrow Registrable Securities and of making an informed investment decision with respect theretoNotes for its own account, for investment, and understands all risks not with a current view to any "distribution" thereof within the meaning of holding the Escrow Registrable Securities for an indefinite period of time. (b) FVP acknowledges receipt of copies of Buyer's 10-K Regulation D and Buyer's 10-Q. (c) FVP is aware that the Escrow Registrable Securities are not currently registered under the Securities Act or under any state securities laws. (d) FVP agrees that it will not transfer the Escrow Registrable Securities without compliance with the registration and other provisions of all applicable securities laws and acknowledges that each certificate representing the Escrow Registrable Securities which it receives will be marked with an appropriate legend to such effect (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement). (e) FVP is purchasing the Escrow Registrable Securities solely for investment purposes, with no present intention to sell the Escrow Registrable Securities (other than pursuant to an effective registration statement). (f) FVP understands that it must statement or a valid exemption from registration under the Securities Act. Surebridge is able to bear the economic risk of loss of its investment in Parent. Surebridge represents that by reason of its or its management's or board's business or financial experience, Surebridge has the capacity to protect its own interests in connection with the transactions contemplated hereby. Surebridge has had a reasonable opportunity to review Parent's Public Filings and a reasonable opportunity to discuss NaviSite's business, management, financial affairs and operations with officers and management of NaviSite and has had the opportunity to review NaviSite's operations and facilities. Surebridge also has had the opportunity to ask questions of, and receive answers from, NaviSite and its management regarding the terms and conditions of Surebridge's investment represented by in the purchase of Parent Shares and the Escrow Registrable Securities for an indefinite periodNotes. (gb) FVP agrees Surebridge understands that because the Parent Shares and the Notes have not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior to the second anniversary of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, or other disposition is (1) been registered under the Securities ActAct nor under securities or "blue sky" laws of any jurisdiction, it cannot dispose of any or (2) all of such securities unless such securities are subsequently registered under the Securities Act or exemptions from such registration are available. Surebridge understands that the Parent Shares and the Notes are being offered and sold pursuant to an exemption from registration under the Securities Act based in compliance with part upon the Company's representations contained in this Agreement. Surebridge understands that the Parent Shares and the Notes are subject to certain restrictions on transfer. Surebridge further understands that Parent may, as a condition to the transfer of any of such securities, require that the request for transfer be accompanied by an opinion of counsel of FVP, delivered as described below. Surebridge understands that each certificate representing the Parent Shares will bear a legend in substantially the form provided below (in addition to Buyer any legend required under applicable state securities laws and reasonably acceptable to it, any appropriate legends with respect to the effect that such offer, sale, or other disposition thereof does not violate the Securities Act. (h) FVP acknowledges that the certificate(s) representing the Escrow Registrable Securities delivered hereunder shall bear the following legend (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement): contractual restrictions and limitations on transferability). THE SECURITIES SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER ACQUIRED BY THE FEDERAL OR STATE HOLDER NAMED HEREON FOR THE HOLDER'S OWN ACCOUNT FOR INVESTMENT; AND SUCH SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALEPLEDGED, SOLD OR OTHERWISE IN ANY OTHER WAY TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT ACT OF 1933, AS IN EFFECT AT THAT TIME, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A THE ISSUER THAT REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATIONIS NOT REQUIRED UNDER SAID ACT.

Securities Law Matters. (aSuch Purchaser hereby acknowledges that the offer and sale of the Securities and the Underlying Securities to such Purchaser are being made as a private placement pursuant to Section 4(a)(2) FVP represents of the Securities Act and are not being registered under the Securities Act. Such Purchaser hereby acknowledges that it neither the offer and sale of the Securities nor the offer and sale of the Underlying Securities have been registered under the Securities Act, or registered or qualified under any state securities laws, and the Securities and the Underlying Securities cannot be resold without registration thereunder or exemption therefrom. Such Purchaser is an "“accredited investor" ,” as that such term is defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act Act, and that it will acquire the Securities and Underlying Securities for its own account, not as a nominee or agent, and not with a view to a sale or distribution thereof in violation of the Securities Act, any applicable state “blue sky” laws or any other applicable securities laws, and such Purchaser has such no present intention of selling, granting any participation in, or otherwise distributing the Securities or the Underlying Securities. Such Purchaser is an Institutional Account as defined in FINRA Rule 4512(c). Such Purchaser has sufficient knowledge and experience in financial and business matters that to enable it to evaluate the risks of investment in the Securities and Underlying Securities, is capable purchasing the Securities with a full understanding of evaluating all of the merits terms, conditions and risks of acquisition of the Escrow Registrable Securities and of making an informed investment decision with respect theretothereof, and understands all risks at the Closing will bear and have the ability to bear the economic risk of holding the Escrow Registrable Securities this investment for an indefinite period of time. (b) FVP acknowledges receipt , including, but not limited to, loss of copies such Purchaser’s entire investment therein. Such Purchaser has carefully reviewed any disclosure documents used in the offering of Buyer's 10-K the Securities and Buyer's 10-Q. (c) FVP has been furnished with all other materials that it considers relevant to an investment in the Securities, has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the terms and conditions of an investment in the Securities, and no statement or printed material which is aware that contrary to the Escrow Registrable disclosure documents has been made or given to the Purchaser by or on behalf of the Company. Such Purchaser understands and agrees to the terms and conditions under which the Securities and the Underlying Securities are not currently registered under the Securities Act or under any state securities lawsbeing offered. (d) FVP agrees that it will not transfer the Escrow Registrable Securities without compliance with the registration and other provisions of all applicable securities laws and acknowledges that each certificate representing the Escrow Registrable Securities which it receives will be marked with an appropriate legend to such effect (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement). (e) FVP is purchasing the Escrow Registrable Securities solely for investment purposes, with no present intention to sell the Escrow Registrable Securities (other than pursuant to an effective registration statement). (f) FVP understands that it must bear the economic risk of the investment represented by the purchase of the Escrow Registrable Securities for an indefinite period. (g) FVP agrees not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior to the second anniversary of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, or other disposition is (1) registered under the Securities Act, or (2) in compliance with an opinion of counsel of FVP, delivered to Buyer and reasonably acceptable to it, to the effect that such offer, sale, or other disposition thereof does not violate the Securities Act. (h) FVP acknowledges that the certificate(s) representing the Escrow Registrable Securities delivered hereunder shall bear the following legend (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATION.

Securities Law Matters. (a) FVP represents that it is an "accredited investor" as that term is defined in Regulation D under the Securities Act and that it It has such knowledge and experience in financial analyzing and business matters that it investing in companies like Transocean and is capable of evaluating the merits and risks of acquisition an investment in Transocean and has the capacity to protect its own interests. It is an “Accredited Investor” as that term is defined in Rule 501 of Regulation D under the Securities Act. It is aware of Transocean’s business affairs and financial condition, and has acquired information about Transocean sufficient to reach an informed and knowledgeable decision to acquire the Transocean Ordinary Shares. It is acquiring the Transocean Ordinary Shares for its own account for investment purposes only not as a nominee or agent and not with a view to, or for the resale in connection with, any “distribution” thereof for purposes of the Escrow Registrable Securities Act. It has not offered or sold any portion of the Transocean Ordinary Shares to be acquired by it and has no present intention of making an informed reselling or otherwise disposing of any portion of such Transocean Ordinary Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or nonoccurrence of any predetermined event or circumstance. It understands that investment decision with respect theretoin the Transocean Ordinary Shares is subject to a high degree of risk. It can bear the economic risk of its investment, including the full loss of its investment, and understands all by reason of its business or financial experience or the business or financial experience of its professional advisors has the capacity to evaluate the merits and risks of holding its investment and protect its own interest in connection with the Escrow Registrable Securities purchase of the Transocean Ordinary Shares. It also represents it has not been organized for an indefinite period the purpose of timeacquiring the Transocean Ordinary Shares. (b) FVP acknowledges receipt of copies of Buyer's 10-K and Buyer's 10-Q. (c) FVP is aware It understands that the Escrow Registrable Securities are Transocean Ordinary Shares have not currently been and, except as provided in the Put Option and Registration Rights Agreement, will not be registered under the Securities Act or any applicable state securities law in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of its investment intent and the accuracy of its representations as expressed herein and it will furnish Transocean with such additional information as is reasonably requested by Transocean in connection with such exemption. (c) It further understands that the Transocean Ordinary Shares must be held indefinitely unless subsequently registered under the Securities Act and any applicable state securities laws, or unless exemptions from registration are otherwise available. Moreover, it understands that Transocean is under no obligation to and does not expect to register the Transocean Ordinary Shares, except as provided for in the Put Option and Registration Rights Agreement. (d) FVP agrees that To its knowledge, Transocean has made available copies of Transocean’s reports filed under the Exchange Act since the beginning of Transocean’s current fiscal year. It has had a reasonable opportunity to ask questions relating to and otherwise discuss Transocean’s business, management and financial affairs with Transocean’s management, and it will not transfer has received satisfactory responses to its inquiries. It has relied solely on its own independent investigation before deciding to enter into the Escrow Registrable Securities without compliance with the registration and other provisions of all applicable securities laws and acknowledges that each certificate representing the Escrow Registrable Securities which it receives will be marked with an appropriate legend to such effect (which legend will be removed in accordance with the provisions purchase of the Deposit Registration Rights Agreement)Transocean Ordinary Shares. It is not, and has not been within the ninety (90) days prior to the Put Closing Date, a broker or dealer of securities. (e) FVP After giving effect to the issuance of Transocean Ordinary Shares on the Put Closing Date, Pacific Drilling is purchasing the Escrow Registrable Securities solely for investment purposes, with no present intention to sell the Escrow Registrable Securities (other beneficial owner of less than pursuant to an effective registration statement). (f) FVP understands that it must bear the economic risk 15% of the investment represented by the purchase of the Escrow Registrable Securities for an indefinite periodissued and outstanding Transocean Ordinary Shares. (g) FVP agrees not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior to the second anniversary of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, or other disposition is (1) registered under the Securities Act, or (2) in compliance with an opinion of counsel of FVP, delivered to Buyer and reasonably acceptable to it, to the effect that such offer, sale, or other disposition thereof does not violate the Securities Act. (h) FVP acknowledges that the certificate(s) representing the Escrow Registrable Securities delivered hereunder shall bear the following legend (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATION.

Securities Law Matters. (a) FVP represents that it is an "accredited investor" as that term is defined in Regulation D under the Securities Act 17.1 The Vendors recognise and that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of acquisition of the Escrow Registrable Securities and of making an informed investment decision with respect thereto, and understands all risks of holding the Escrow Registrable Securities for an indefinite period of time. (b) FVP acknowledges receipt of copies of Buyer's 10-K and Buyer's 10-Q. (c) FVP is aware understand that the Escrow Registrable Securities are not currently Weatherford Shares will not, except as expressly provided in the Registration Rights Agreement, be registered under the Securities Act or under the securities laws of any state securities lawsother jurisdiction (the "Securities Laws") and may not be offered or sold in the United States or to U.S persons (as defined in Regulation S under the Securities Act) unless the Weatherford Shares are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available. The Weatxxxxxxx Xxxres are not being so registered in reliance upon exemptions from the Securities Act and the Securities Laws which are predicated, in part, on the representations, warranties and agreements of the Vendors contained herein. 17.2 Each Vendor represents and warrants that (di) FVP agrees that it all offers and sales of the Weatherford Shares by such Vendor prior to the expiration of a one year distribution compliance period shall be made only in accordance with Regulation S under the Securities Act, pursuant to registration of the Weatherford Shares under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, (ii) he will not transfer engage in hedging transactions with respect to the Escrow Registrable Securities without Weatherford Shares prior to the expiration of a one year distribution compliance period unless in compliance with the registration Securities Act and (iii) he is a non-U.S. person (as defined in Regulation S) outside the United States (as defined in 30 30 Regulation S) acquiring the Weatherford Shares in compliance with Regulation S under the Securities Act (provided that no such representation or warranty is given by any Vendor in respect of any other provisions of all applicable securities laws and acknowledges Vendor). 17.3 The Vendors acknowledge that each certificate the certificates representing the Escrow Registrable Securities which it receives Weatherford Shares will be marked imprinted with an the following legend, the terms of which are specifically agreed to: AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. Each Vendor understands, acknowledges and agrees that appropriate legend to such effect (which legend stop transfer notations will be removed placed in the records of Weatherford and with its transfer agents in respect of the Weatherford Shares to be issued to the Vendors and that Weatherford will refuse to register any transfer of the Weatherford Shares not made in accordance with Regulation S, pursuant to registration under the provisions of the Deposit Registration Rights Agreement). (e) FVP is purchasing the Escrow Registrable Securities solely for investment purposes, with no present intention Act or pursuant to sell the Escrow Registrable Securities (other than an available exemption from registration. Weatherford agrees that any Weatherford Shares sold pursuant to an effective registration statement). (f) FVP understands that it must bear the economic risk of the investment represented by the purchase of the Escrow Registrable Securities for an indefinite period. (g) FVP agrees not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior including a registration statement filed pursuant to the second anniversary of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, Registration Rights Agreement or other disposition is (1) registered under the Securities Act, or (2) in compliance with an opinion shall have the above legend removed to permit the closing of counsel the sale within three Business Days of FVP, delivered to Buyer written notice of the sale and reasonably acceptable to it, certification by the Vendor that the sale was made pursuant to the effect that such offer, sale, or other disposition thereof does not violate plan of distribution described in the registration statement and the prospectus delivery requirements under the Securities Act. (h) FVP acknowledges that the certificate(s) representing the Escrow Registrable Securities delivered hereunder shall bear the following legend (which legend will be removed Act were fully complied with in accordance connection with the provisions of the Deposit Registration Rights Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATIONsale.

Securities Law Matters. (a) FVP represents Each Shareholder is acquiring Parent Common Stock issuable in the Merger for Shareholder's own account, and not as nominee or agent, for investment, with no intention of distributing or reselling any portion thereof within the meaning of the Securities Act, and will not transfer Parent Common Stock in violation of the Securities Act or the then applicable rules or regulations thereunder or any other applicable law. Shareholder was not formed for the specific purpose of acquiring Parent Common Stock issuable in the Merger. (b) Each Shareholder is aware that it is an "accredited investor" as that term is defined in Regulation D under Shareholder's rights to transfer Parent Common Stock are restricted by the Securities Act and applicable state securities laws and laws of other jurisdictions. Shareholder further understands that (i) Parent Common Stock will not be, and Shareholder has no rights to require that Parent Common Stock be, registered under the Securities Act, except as may be provided in this Agreement and the Registration Rights Agreement; (ii) Shareholder may not be able to avail itself of exemptions available for resale of Parent Common Stock without registration, and accordingly, may have to hold Parent Common Stock indefinitely; and (iii) it may not be possible for Shareholder to liquidate its Parent Common Stock. Shareholder hereby acknowledges that the shares of Parent Common Stock to be issued in the Merger (unless no longer required in the reasonable opinion of counsel to Parent whereupon such legend shall promptly be removed) shall bear a legend substantially in the following form: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM. (c) Each Shareholder's financial condition is such that Shareholder is able to bear the risk of holding Parent Common Stock for an indefinite period of time and the risk of loss of Shareholder's entire investment in the Parent Common Stock. (d) Each Shareholder acknowledges that it is purchasing Parent Common Stock without being furnished any offering literature or prospectus other than the Parent SEC Reports. No representations or warranties have been made to Shareholder by Parent or any agent of the Parent other than as set forth in this Agreement. (e) Each Shareholder is a sophisticated investor and has such knowledge and experience in financial and business matters that it he is capable of evaluating the merits and risks of acquisition of its investment in the Escrow Registrable Securities and Parent Common Stock issuable in the Merger of making an informed investment decision with respect thereto, and understands all risks . Such Shareholder further represents that he is an "accredited investor" as such term is defined in Rule 501 of holding Regulation D of the Escrow Registrable Securities for an indefinite period of time. (b) FVP acknowledges receipt of copies of Buyer's 10-K and Buyer's 10-Q. (c) FVP is aware that the Escrow Registrable Securities are not currently registered SEC under the Securities Act or under any state securities laws. (d"Accredited Investor") FVP agrees that it will not transfer with respect to the Escrow Registrable Securities without compliance with the registration and other provisions of all applicable securities laws and acknowledges that each certificate representing the Escrow Registrable Securities which it receives will be marked with an appropriate legend to such effect (which legend will be removed in accordance with the provisions purchase of the Deposit Registration Rights Agreement). (e) FVP is purchasing the Escrow Registrable Securities solely for investment purposes, with no present intention to sell the Escrow Registrable Securities (other than Parent Common Stock pursuant to an effective registration statement)the Merger. (f) FVP Each Shareholder has read this Agreement, is familiar with and understands that it must bear the economic risk nature and scope of the investment represented by rights and remedies provided to Parent hereunder and is prepared to accept the purchase exercise against Shareholder of the Escrow Registrable Securities for an indefinite periodsuch rights and remedies as may be permitted under this Agreement. (g) FVP agrees not to offer, sell, or otherwise dispose Each Shareholder certifies that (i) the Shareholder's completed suitability questionnaire ("Shareholder Questionnaire") is set forth in Section 5.2(g) of the shares Company Disclosure Schedule and (ii) such Shareholder Questionnaire is true, complete and correct. The address set forth in the Shareholder Questionnaire is Shareholder's true and correct domicile. Shareholder is not subject to backup withholding because (A) the undersigned has not been notified that the undersigned is subject to backup withholding as a result of the Escrow Registrable Securities at any time prior a failure to the second anniversary of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, report all interest or other disposition is (1) registered under the Securities Act, dividends; or (2B) in compliance with an opinion of counsel of FVPthe Internal Revenue Service has notified the undersigned that the undersigned is no longer subject to backup withholding. In the Shareholder Questionnaire, delivered Shareholder has furnished to Buyer and reasonably acceptable to itParent or its agents, to the effect that best of its knowledge and ability, any and all relevant information to assist the Parent in determining (i) the number of beneficial owners of Shareholder and (ii) whether each such offer, sale, or other disposition thereof does not violate the Securities Actbeneficial owner is an Accredited Investor. (h) FVP acknowledges Each Shareholder (including any person signing this Agreement on behalf of Shareholder) has full power, authority and capacity to make the representations referred to herein, and to acquire Parent Common Stock pursuant to the Merger. (i) Each Shareholder understands that no United States Federal or state agency or agency of any other jurisdiction has made any finding or determination as to the certificate(s) representing the Escrow Registrable Securities delivered hereunder shall bear the following legend (which legend will be removed in accordance with the provisions fairness of the Deposit Registration Rights Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALEterms of the Merger. (j) Each Shareholder is not relying on the Parent or any of Parent's representatives for legal, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUEinvestment or tax advice, DIRECTLY OR INDIRECTLYand Shareholder has sought independent legal, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATIONinvestment and tax advice to the extent Shareholder has deemed necessary or appropriate in connection with Shareholder's decision to approve the Merger. (k) Each Shareholder understands that (i) in issuing the Parent Common Stock issuable in the Merger, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROMParent is relying upon the representations and warranties of such Shareholder in this Section 5.2 and (ii) receipt by Parent of the representations in this Agreement is an inducement and a condition to Parent's obligation to deliver any shares of Parent Common Stock to such Shareholder. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATIONThe acquisition by such Shareholder of such Parent Common Stock shall constitute a confirmation by him of the foregoing.

Securities Law Matters. (a) FVP represents that it is an "accredited investor" as that term is defined The Consideration Shares issuable to Seller in Regulation D under accordance with the terms of this Agreement are being acquired by Seller for Seller’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and such Consideration Shares will not be disposed of by Seller in contravention of the Securities Act and that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of acquisition of the Escrow Registrable Securities and of making an informed investment decision with respect thereto, and understands all risks of holding the Escrow Registrable Securities for an indefinite period of timeor any applicable state securities laws. (b) FVP acknowledges receipt Seller is an “accredited investor” as defined in Rule 501(a) under the Securities Act, is sophisticated in financial matters and is able to evaluate the risks and benefits of copies of Buyer's 10-K the investment in the Consideration Shares and Buyer's 10-Q.make an informed investment decision. (c) FVP Seller has had an opportunity to ask questions and receive answers concerning Buyer and the Consideration Shares and has had full access to such other information concerning Buyer and the Consideration Shares as Seller has requested or which has been filed by Buyer with the SEC. (d) Seller has discussed with and relied upon the advice of its independent legal counsel, tax and financial advisors with regard to the meaning and legal consequences of Seller’s representations and warranties contained herein and the considerations involved in making an investment in the Consideration Shares, and Seller understands that Buyer is aware relying on Seller’s representations set forth herein in respect of the offer and sale of the Consideration Shares pursuant to the terms of this Agreement. (e) Seller acknowledges that the Escrow Registrable Consideration Shares issuable pursuant to the terms of this Agreement are “restricted securities” as defined in Rule 144 promulgated under the Securities Act, are not currently registered under the Securities Act or under any applicable state securities laws. (d) FVP agrees that it will not transfer the Escrow Registrable Securities without compliance with the registration and other provisions of all applicable securities laws and acknowledges that each certificate representing the Escrow Registrable Securities which it receives will be marked with an appropriate legend are being issued by Buyer to such effect (which legend will be removed Seller in accordance with the provisions of the Deposit Registration Rights Agreement). (e) FVP is purchasing the Escrow Registrable Securities solely for investment purposes, with no present intention to sell the Escrow Registrable Securities (other than pursuant to an effective reliance upon exemptions from registration statement). (f) FVP understands that it must bear the economic risk of the investment represented by the purchase of the Escrow Registrable Securities for an indefinite period. (g) FVP agrees not to offer, sellcontained in, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior to the second anniversary of the date FVP acquires the Escrow Registrable Securitiespromulgated under, unless such offer, sale, or other disposition is (1) registered under the Securities Act, or (2) in compliance with an opinion of counsel of FVP, delivered to Buyer and reasonably acceptable to it, to the effect that such offer, sale, or other disposition thereof does not violate the Securities Act. (hf) FVP acknowledges Seller understands that the certificate(sConsideration Shares acquired (or that may be acquired) representing pursuant to this Agreement have not been registered under the Escrow Registrable Securities delivered hereunder shall bear Act or applicable state securities laws and such shares may therefore not be sold, transferred, pledged, or otherwise disposed of unless subsequently so registered or, in the following legend (which legend will be removed in accordance with opinion of counsel that registration under the provisions of the Deposit Registration Rights Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATIONSecurities Act or any applicable state securities laws is not required.

Securities Law Matters. (a) FVP represents Each Stockholder, by reason of his or her business and financial experience, has the capacity to protect his or her interests in investments in illiquid securities such as the Parent Common Stock. Each Stockholder has carefully evaluated his or her financial resources and investment position and the risks associated with an investment in the Parent Common Stock and is able to bear the economic risk of such investment. Each Stockholder has adequate means for providing for his or her current needs and personal contingencies and has no need for liquidity in this investment. Each Stockholder's overall commitment to investments that it are not readily marketable is not disproportionate to his or her net worth and such Stockholder's investment in the Parent Common Stock will not cause such overall commitment to become excessive. (b) Each Stockholder has reviewed the merits of an investment in the Parent Common Stock with tax and legal counsel and an investment advisor to the extent deemed advisable by such Stockholder. Each Stockholder acknowledges that he or she has been given a full opportunity to ask questions of and to receive answers from the officers, agents, and representatives of Parent concerning the terms and conditions of the investment and the business of Parent and to obtain such other information as desired in order to evaluate an investment in the Parent Common Stock. Each Stockholder further acknowledges that he or she has relied solely upon his or her own independent investigations, and has received no representation or warranty from Parent or any of its affiliates, employees or agents, except as set forth in this Agreement. Each Stockholder further acknowledges and understands that no federal or state agency has made any finding or determination as to the fairness of an investment in, or any recommendation or endorsement of, the Parent Common Stock. (c) Each Stockholder understands that the Parent Common Stock to be issued pursuant to the Merger will constitute "accredited investorrestricted securities" as that term is defined in Regulation D within the meaning of Rule 144 under the Securities Act and that it has such knowledge and experience may not be sold, pledged, or otherwise transferred in financial and business matters that it is capable the absence of evaluating the merits and risks of acquisition of the Escrow Registrable Securities and of making an informed investment decision with respect thereto, and understands all risks of holding the Escrow Registrable Securities for an indefinite period of time. (b) FVP acknowledges receipt of copies of Buyer's 10-K and Buyer's 10-Q. (c) FVP is aware that the Escrow Registrable Securities are not currently registered effective registration statement pertaining thereto under the Securities Act or and under any applicable state securities lawslaws or an exemption from the registration requirements thereof. Each Stockholder further understands that the Parent Common Stock will also be subject to restrictions on transfer pursuant to federal and state securities laws and that each certificate representing the Parent Common Stock to be issued in the Merger will bear substantially the legend set forth in Section 2.03. (d) FVP Each Stockholder acknowledges and agrees that the sale of Parent Common Stock will be solely for such Stockholder's account, and not for the account of any other person or with a view to any resale or distribution thereof; provided, however, that the Stockholders may, from time to time, transfer shares of the Parent Common Stock for estate planning purposes or as gifts to individuals, in each case in compliance with the Securities Act and applicable state securities laws, and Parent agrees that it will not shall issue to Parent's transfer agent any opinions reasonably requested by the Escrow Registrable Securities without compliance with the registration and other provisions of all applicable securities laws and acknowledges that each certificate representing the Escrow Registrable Securities which it receives will be marked with an appropriate legend transfer agent to effect such effect (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement). (e) FVP is purchasing the Escrow Registrable Securities solely for investment purposes, with no present intention to sell the Escrow Registrable Securities (other than pursuant to an effective registration statement). (f) FVP transfers. Each Stockholder understands that it must bear the economic risk of the investment represented by the purchase of the Escrow Registrable Securities for an indefinite period. (g) FVP agrees Parent Common Stock has not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior to the second anniversary of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, or other disposition is (1) been registered under the Securities Act, or (2) the securities laws of certain states, in reliance upon specific exemptions from registration thereunder, and agrees that the Parent Common Stock may not be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with an opinion of counsel of FVP, delivered to Buyer the Securities Act and reasonably acceptable to it, to the effect applicable state securities laws. Each Stockholder further understands that such offer, sale, or other disposition thereof Parent has no obligation and does not violate intend to cause the Parent Common Stock to be registered under the Securities Act or to comply with any 15 exemption under the Securities Act. Each Stockholder further understands that it is not anticipated that there will be any market for resale of the Parent Common Stock and that it may not be possible for such Stockholder to liquidate an investment in the Parent Common Stock on an emergency basis. (he) FVP acknowledges Each Stockholder understands that the certificate(srepresentations and warranties set forth in this Section 3.22 are being provided to determine whether Parent Common Stock may be issued to such Stockholder pursuant to section 4(2) representing the Escrow Registrable Securities delivered hereunder shall bear the following legend (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROMSecurities Act and similar exemptions under applicable state securities laws. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATIONEach Stockholder will notify the Parent immediately of any change in any such information occurring prior to the Closing.

Securities Law Matters. (aiStar understands and agrees that any Top Up Shares acquired by it hereunder are being offered and issued to it in reliance upon the exemption from securities registration afforded by Section 4(a)(2) FVP represents that it of the Securities Act and Rule 506 of Regulation D promulgated thereunder. No U.S. federal or state agency or any other government or governmental agency has passed or will pass on, or made or will make any recommendation or endorsement of, the Top Up Shares or the fairness or suitability of an investment in the Top Up Shares. iStar is and will be an "“accredited investor" ”, as that term is defined in Rule 501(a) of Regulation D under the Securities Act Act, at any time it acquires Top Up Shares hereunder. iStar understands that its investment in the Top Up Shares involves a high degree of risk, and that it iStar is able to afford a complete loss of such investment. iStar has or will seek such knowledge accounting, legal and experience in financial and business matters that it is capable of evaluating the merits and risks of acquisition of the Escrow Registrable Securities and of making tax advice as necessary to make an informed investment decision with respect theretoto its acquisition of the Top Up Shares. iStar will purchase the Top Up Shares for its own account for investment and not with a view toward, or for resale in connection with, the public sale or distribution thereof. iStar understands that the Top Up Shares will be “restricted securities” under applicable U.S. federal securities laws and that the Securities Act and the rules and regulations promulgated thereunder provide in substance that iStar may dispose of the Top Up Shares only pursuant to an effective registration statement under the Securities Act or an exemption therefrom, and iStar understands all that, except as provided in the Registration Rights Agreement, the Company has no obligation or intention to register the offer and resale of any of the Top Up Shares, or to take action so as to permit sales pursuant to the Securities Act (including Rule 144 thereunder). Consequently, iStar understands that iStar may bear the economic risks of holding its investment in the Escrow Registrable Securities Top Up Shares for an indefinite period of time. (b) FVP acknowledges receipt of copies of Buyer's 10-K and Buyer's 10-Q. (c) FVP is aware . iStar understands that the Escrow Registrable Securities are not currently registered under certificates or other instruments representing any Top Up Shares may bear legends as required by the Company’s charter documents, the Securities Act or under and the “blue sky” laws of any state securities laws. as reasonably determined by the Company (d) FVP agrees and a stop-transfer order may be placed against transfer of such share certificates). Each of the Company and iStar acknowledge that it will not transfer the Escrow Registrable Securities without compliance may have reporting obligations under applicable law with the registration and other provisions of all applicable securities laws and acknowledges that each certificate representing the Escrow Registrable Securities which it receives will be marked with an appropriate legend to such effect (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement). (e) FVP is purchasing the Escrow Registrable Securities solely for investment purposes, with no present intention to sell the Escrow Registrable Securities (other than pursuant to an effective registration statement). (f) FVP understands that it must bear the economic risk of the investment represented by the purchase of the Escrow Registrable Securities for an indefinite period. (g) FVP agrees not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior respect to the second anniversary exercise of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, or other disposition is (1) registered under the Securities Act, or (2) in compliance with an opinion of counsel of FVP, delivered to Buyer and reasonably acceptable to it, to the effect that such offer, sale, or other disposition thereof does not violate the Securities ActTop Up Rights hereunder. (h) FVP acknowledges that the certificate(s) representing the Escrow Registrable Securities delivered hereunder shall bear the following legend (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATION.

Securities Law Matters. (a) FVP represents that it The Seller is an "accredited investor" acquiring the Shares for its own account and not with a present view toward the public sale or distribution thereof and has no intention of selling or distributing any of such Shares or any arrangement or understanding with any other Persons regarding the sale or distribution of such Shares except as that term is defined would not result in Regulation D under a violation of the Securities Act of 1933, as amended (the “Securities Act”) (it being understood and acknowledged by Purchaser that Seller intends to sell the Liability Payoff Shares as soon as reasonably practicable pursuant to an effective registration statement following the Closing). The Seller will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except pursuant to and in accordance with the Securities Act. The Seller understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the United States and that it the Purchaser is relying upon the truth and accuracy of, and the Seller’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Seller set forth herein in order to determine the availability of such exemptions and the eligibility of the Seller to acquire the Shares. The Seller has such been afforded the opportunity to ask questions of the Purchaser in connection with this Agreement and the Transactions. The Seller acknowledges and understands that its investment in the Shares involves a significant degree of risk, including, without limitation: (i) an investment in the Purchaser is speculative; (ii) the Seller may not be able to liquidate its investment; (iii) the transferability of the Shares is limited; (iv) in the event of a disposition of the Shares, the Seller could sustain the loss of its entire investment; and (v) the Purchaser has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the Purchaser’s Annual Report on Form 10-K for the year ended December 31, 2006, as amended, and the Purchaser’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2007, June 30, 2007 and September 30, 2007. The Seller is able to bear the economic risk of holding the Shares for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of acquisition the investment in the Shares. The Seller understands that no federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Escrow Registrable Securities and of making Shares or an informed investment decision with respect thereto, and understands all risks of holding the Escrow Registrable Securities for an indefinite period of timetherein. (b) FVP acknowledges receipt The Seller understands that the Shares will be issued at Closing and at the Additional Issuance Date in reliance upon Section 4(2) of copies of Buyer's 10-K and Buyer's 10-Q.the Securities Act or any available rule or regulation promulgated thereunder. (c) FVP is aware The Seller understands that the Escrow Registrable Securities are not currently registered under the Securities Act or under any state securities laws. (d) FVP agrees that it will not transfer the Escrow Registrable Securities without compliance with the registration and other provisions of all applicable securities laws and acknowledges that each certificate certificates representing the Escrow Registrable Securities which it receives Shares will bear restrictive legends in the following forms (and a stop-transfer order may be marked with an appropriate legend to such effect (which legend will be removed in accordance with the provisions placed against transfer of the Deposit Registration Rights Agreement). (e) FVP is purchasing the Escrow Registrable Securities solely certificates for investment purposes, with no present intention to sell the Escrow Registrable Securities (other than pursuant to an effective registration statement). (f) FVP understands that it must bear the economic risk of the investment represented by the purchase of the Escrow Registrable Securities for an indefinite period. (g) FVP agrees not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior to the second anniversary of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, or other disposition is (1) registered under the Securities Act, or (2) in compliance with an opinion of counsel of FVP, delivered to Buyer and reasonably acceptable to it, to the effect that such offer, sale, or other disposition thereof does not violate the Securities Act. (h) FVP acknowledges that the certificate(s) representing the Escrow Registrable Securities delivered hereunder shall bear the following legend (which legend will be removed in accordance with the provisions of the Deposit Registration Rights AgreementShares): “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR STATE THE SECURITIES LAWS AND OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, SOLD OR OTHERWISE PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE UNDER APPLICABLE SECURITIES LAWS, OR UNLESS OFFERED, SOLD, PLEDGED, HYPOTHECATED OR TRANSFERRED ON PURSUANT TO AN AVAILABLE EXEMPTION FROM THE BOOKS REGISTRATION REQUIREMENTS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROMTHOSE LAWS. THE COMPANY SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED TO THE EXTENT THAT SUCH OPINION IS REQUIRED PURSUANT TO THAT CERTAIN ASSET PURCHASE AGREEMENT UNDER WHICH THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATIONWERE ISSUED.”

Securities Law Matters. (a) FVP represents Each Seller is financially able to hold the Parent Common Stock to be received by such Seller for long-term investment and to suffer a complete Loss of such Seller’s investment in the Parent Common Stock to be received by such Seller hereunder. The Parent Common Stock to be received by such Seller hereunder is being obtained by him or her for his or her own account for investment purposes, and not with a view to any distribution thereof in violation of any applicable Securities Laws. Each Seller has had the opportunity to ask questions of Parent, Merger Sub and their respective officers and employees and to receive to such Seller’s satisfaction such information about the business and financial condition of Parent and Merger Sub as such Seller considers necessary or appropriate for deciding whether to acquire the Parent Common Stock, and such Seller is fully capable of understanding and evaluating the risks associated with the ownership of the Parent Common Stock received by such Seller hereunder. (b) Each Seller has conducted his or her own diligence investigation with respect to the merits and risks associated with his or her investment in the Parent Common Stock to be received by such Seller hereunder. Notwithstanding that it Parent or Merger Sub may have provided information to such Seller, such Seller is not relying on, and has not relied on, any representation by Parent or any Affiliate of Parent other than the representations and warranties of Parent and Merger Sub hereunder. (c) Each Seller understands and acknowledges that the shares of the Parent Common Stock received by such Seller hereunder are “restricted securities” under U.S. Securities Laws inasmuch as they are being acquired from Parent in a transaction not involving a public offering. Accordingly, such Seller understands and acknowledges that, under such Laws and applicable regulations, such securities may be resold without registration under the applicable U.S. Securities Laws only in certain limited circumstances and the Parent Common Stock received by such Seller hereunder will bear a customary legend noting that such securities constitute restricted securities under the Securities Act. (d) Each Seller is an "“accredited investor" ” as that such term is defined in Regulation D Rule 501(a) promulgated under the Securities Act Act. Each Seller is able to bear the economic risk of holding the shares of Parent Common Stock for an indefinite period (including total Loss of its investment), and that it has such sufficient knowledge and experience in financial and business matters that it is so as to be capable of evaluating the merits and risks of acquisition of the Escrow Registrable Securities and of making an informed investment decision with respect thereto, and understands all risks of holding the Escrow Registrable Securities for an indefinite period of time. (b) FVP acknowledges receipt of copies of Buyer's 10-K and Buyer's 10-Q. (c) FVP is aware that the Escrow Registrable Securities are not currently registered under the Securities Act or under any state securities laws. (d) FVP agrees that it will not transfer the Escrow Registrable Securities without compliance with the registration and other provisions of all applicable securities laws and acknowledges that each certificate representing the Escrow Registrable Securities which it receives will be marked with an appropriate legend to such effect (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement). (e) FVP is purchasing the Escrow Registrable Securities solely for investment purposes, with no present intention to sell the Escrow Registrable Securities (other than pursuant to an effective registration statement). (f) FVP understands that it must bear the economic risk of the investment represented by the purchase of the Escrow Registrable Securities for an indefinite periodits investment. (g) FVP agrees not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior to the second anniversary of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, or other disposition is (1) registered under the Securities Act, or (2) in compliance with an opinion of counsel of FVP, delivered to Buyer and reasonably acceptable to it, to the effect that such offer, sale, or other disposition thereof does not violate the Securities Act. (h) FVP acknowledges that the certificate(s) representing the Escrow Registrable Securities delivered hereunder shall bear the following legend (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATION.

Securities Law Matters. (aInvestor understands and agrees that any Top Up Shares acquired by it hereunder are being offered and issued to it in reliance upon the exemption from securities registration afforded by Section 4(a)(2) FVP represents that it of the Securities Act and Rule 506 of Regulation D promulgated thereunder. No U.S. federal or state agency or any other government or governmental agency has passed or will pass on, or made or will make any recommendation or endorsement of, the Top Up Shares or the fairness or suitability of an investment in the Top Up Shares. Investor is and will be an "“accredited investor" ”, as that term is defined in Rule 501(a) of Regulation D under the Securities Act Act, at any time it acquires Top Up Shares hereunder. Investor understands that its investment in the Top Up Shares involves a high degree of risk, and that it Investor is able to afford a complete loss of such investment. Investor has or will seek such knowledge accounting, legal and experience in financial and business matters that it is capable of evaluating the merits and risks of acquisition of the Escrow Registrable Securities and of making tax advice as necessary to make an informed investment decision with respect theretoto its acquisition of the Top Up Shares. Investor will purchase the Top Up Shares for its own account for investment and not with a view toward, or for resale in connection with, the public sale or distribution thereof. Investor understands that the Top Up Shares will be “restricted securities” under applicable U.S. federal securities laws and that the Securities Act and the rules and regulations promulgated thereunder provide in substance that Investor may dispose of the Top Up Shares only pursuant to an effective registration statement under the Securities Act or an exemption therefrom, and Investor understands all that, except as provided in the Registration Rights Agreement, the Company has no obligation or intention to register the offer and resale of any of the Top Up Shares, or to take action so as to permit sales pursuant to the Securities Act (including Rule 144 thereunder). Consequently, Investor understands that Investor may bear the economic risks of holding its investment in the Escrow Registrable Securities Top Up Shares for an indefinite period of time. (b) FVP acknowledges receipt of copies of Buyer's 10-K and Buyer's 10-Q. (c) FVP is aware . Investor understands that the Escrow Registrable Securities are not currently registered under certificates or other instruments representing any Top Up Shares may bear legends as required by the Company’s charter documents, the Securities Act or under and the “blue sky” laws of any state securities laws. as reasonably determined by the Company (d) FVP agrees and a stop-transfer order may be placed against transfer of such share certificates). Each of the Company and Investor acknowledge that it will not transfer the Escrow Registrable Securities without compliance may have reporting obligations under applicable law with the registration and other provisions of all applicable securities laws and acknowledges that each certificate representing the Escrow Registrable Securities which it receives will be marked with an appropriate legend to such effect (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement). (e) FVP is purchasing the Escrow Registrable Securities solely for investment purposes, with no present intention to sell the Escrow Registrable Securities (other than pursuant to an effective registration statement). (f) FVP understands that it must bear the economic risk of the investment represented by the purchase of the Escrow Registrable Securities for an indefinite period. (g) FVP agrees not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior respect to the second anniversary exercise of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, or other disposition is (1) registered under the Securities Act, or (2) in compliance with an opinion of counsel of FVP, delivered to Buyer and reasonably acceptable to it, to the effect that such offer, sale, or other disposition thereof does not violate the Securities ActTop Up Rights hereunder. (h) FVP acknowledges that the certificate(s) representing the Escrow Registrable Securities delivered hereunder shall bear the following legend (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATION.

Securities Law Matters. (a) FVP represents that it Each of Gabriel Norona and Francisco Norona is an "accredited investor" as that term is defined in Regulation sucx xxxx xx xxxxned ix Xxxx 000 xx Xxgulation D under the Securities Act and that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of acquisition of the Escrow Registrable Securities and of making an informed investment decision with respect thereto, and understands all risks of holding the Escrow Registrable Securities for an indefinite period of timeAct. (b) FVP acknowledges receipt The principal residence of copies each of Buyer's 10-K Gabriel Norona, Francisco Norona, Dean Bowman, Andrew Panayatoff and Buyer's 10-Q.Oxxxxxx Xxxxx xs xxxxxxx xx xxx Xtaxx xx Xxxxxda xxx xhe principal resxxxxxx xx Xxxert Cormack is located in Australia. No Stockholder has received anx xxxxxxxxxxxxns from Bentley or its Representatives regarding his investment in the Bentley Securities at any location other than in the state or jurisdiction of his principal residence. At all times during the negotiation of this Agreement and the related transactions, each Stockholder has been represented by Gabriel Norona, as his purchaser representative, and Norman Malinski, X.X., xx xxx xounsel. (ci) FVP is aware that The Xxxxxxx Xxxxxxxies will be acquired by each Stockholder for investment for the Escrow Registrable Securities are Stockholder's own account, and not currently registered under with a view to the Securities Act sale or under distribution of any part thereof in violation of applicable Federal and state securities laws, and (ii) no Stockholder has any current intention of selling, granting participation in or otherwise distributing the same in violation of applicable Federal and state securities laws. (d) FVP agrees Each Stockholder understands that it the Bentley Securities will not transfer be registered under the Escrow Registrable Securities without compliance with Act or any state securities law on the registration basis that the sale provided for in this Agreement and other provisions of all applicable securities laws and acknowledges that each certificate representing the Escrow Registrable Securities which it receives will be marked with an appropriate legend to such effect (which legend will be removed in accordance with the provisions issuance of the Deposit Bentley Securities hereunder is exempt from registration under the Securities Act or any state securities law. Except as required by the Registration Rights Agreement), Bentley shall not be obligated to register the Bentley Securities under the Securities Act or any state securities law. (e) FVP is purchasing Each Stockholder understands that the Escrow Registrable Bentley Securities solely for investment purposeswill bear a restrictive legend prohibiting transfers thereof except in compliance with applicable Federal and state securities laws and will not be transferred of record except in compliance therewith. Bentley may require, as a condition to transferring the Bentley Securities, an opinion of counsel satisfactory to it that such transfer complies with applicable Federal and state securities laws. Stop transfer instructions will be issued to Bentley's transfer agent, if any, with no present intention respect to sell the Escrow Registrable Bentley Securities (other than pursuant to an effective registration statement)or, if Bentley acts as its own transfer agent, Bentley will make a notation on its records concerning these restrictions on transfer. (f) FVP Each Stockholder understands that it unless previously registered with the Securities and Exchange Commission, the Bentley Securities 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 Bentley Securities or an available exemption from registration under the Securities Act, the Bentley Securities must be held indefinitely. In particular, each Stockholder is aware that the Bentley Securities may not be sold pursuant to Rule 144 promulgated under the Securities Act ("RULE 144") unless all of the conditions of that Rule are met. Among the current conditions for use of Rule 144 by certain holders is the availability to the public of current information about Bentley. Such information is not now available. (g) Each Stockholder (i) can afford to bear the economic risk of holding the investment represented by the purchase of the Escrow Registrable unregistered Bentley Securities for an indefinite period. period of time, has no need for liquidity in any Bentley Securities he or she may hold, and has adequate means for providing for his or her current needs and contingencies, (gii) FVP agrees not can afford to offersuffer a complete loss of his or her investment in the Bentley Securities, sell, or otherwise dispose and (iii) understands and has taken cognizance of all risk factors related to the receipt of the shares Bentley Securities. Each Stockholder's overall commitment to investments which are not readily marketable is not disproportionate to his or her net worth and his investment in Bentley Securities will not cause such overall commitment to become excessive. Each Stockholder has such knowledge and experience in business and financial matters that he or she is capable of evaluating Bentley and the Escrow Registrable Securities at any time prior to activities thereof and the second anniversary risks and merits of investment in the date FVP acquires the Escrow Registrable Bentley Securities, unless such offer, sale, of making an informed investment decision thereon and of protecting his or other disposition is (1) registered under her interests in connection with the Securities Act, or (2) in compliance with an opinion of counsel of FVP, delivered to Buyer and reasonably acceptable to it, to the effect that such offer, sale, or other disposition thereof does not violate the Securities Acttransaction. (h) FVP Each Stockholder (i) is familiar with the business and financial condition, properties, operations and prospects of Bentley, (ii) has received and carefully reviewed and evaluated the Bentley Information Statement dated July 31, 2001 and the supplement thereto dated August 15, 2001 (collectively, the "INFORMATION STATEMENT"), which have been provided by Bentley to the Stockholders, including the "Risk Factors" set forth therein, and (iii) has been given, through his or her Representatives, full access to all material information concerning the condition, properties, operations and prospects of Bentley, including, without limitation, all material books of Bentley and contracts and documents relating to the transactions contemplated hereby. Each Stockholder and his or her Representatives have had an opportunity to ask questions of, and to receive information from, Bentley and persons acting on its behalf concerning the terms and conditions of his or her investment in the Bentley Securities and to obtain any additional information necessary to verify the accuracy of the information and data received by him or her. Neither the Stockholders nor their Representatives have been furnished any offering literature other than the Information Statement and the documents attached as exhibits thereto, and the Stockholders and their Representatives have relied or will rely only on the information contained in the Information Statement and its exhibits and such other information as is described in this subparagraph (h), furnished or made available to them by Bentley. (i) Each Stockholder acknowledges that at no time has there been any representation, guarantee or warranty to him or her by any broker-dealer, Bentley, their agents or employees, or any other person, expressly or by implication, concerning any of the certificate(sfollowing: (i) representing the Escrow Registrable Securities delivered hereunder shall bear approximate or exact length of time that the following legend (which legend Stockholder will be removed required to retain ownership of Bentley Securities; (ii) the percentage of profit or amount of, or type of consideration, profit or loss to be realized, if any, as a result of an investment in accordance with Bentley Securities; or (iii) that the provisions past performance or experience of Bentley will in any way indicate the predictable results of the Deposit Registration Rights Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATIONownership of Bentley Securities.

Securities Law Matters. (aSuch Purchaser hereby acknowledges that the offer and sale of the Purchase Securities and the Underlying Securities to such Purchaser are being made as a private placement pursuant to Section 4(a)(2) FVP represents of the Securities Act and are not being registered under the Securities Act. Such Purchaser hereby acknowledges that it neither the offer and sale of the Purchase Securities nor the offer and sale of the Underlying Securities have been registered under the Securities Act, or registered or qualified under any state securities laws, and the Purchase Securities and the Underlying Securities cannot be resold without registration thereunder or exemption therefrom. Such Purchaser is an "“accredited investor" ,” as that such term is defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act Act, and that it will acquire the Purchase Securities and Underlying Securities for its own account, not as a nominee or agent, and not with a view to a sale or distribution thereof in violation of the Securities Act, any applicable state “blue sky” laws or any other applicable securities laws, and such Purchaser has such no present intention of selling, granting any participation in, or otherwise |US-DOCS\142687345.5|| distributing the Purchase Securities or the Underlying Securities. Such Purchaser is an Institutional Account as defined in FINRA Rule 4512(c). Such Purchaser has sufficient knowledge and experience in financial and business matters that to enable it to evaluate the risks of investment in the Purchase Securities and Underlying Securities, is capable purchasing the Purchase Securities with a full understanding of evaluating all of the merits terms, conditions and risks of acquisition of the Escrow Registrable Securities and of making an informed investment decision with respect theretothereof, and understands all risks at the Closing will bear and have the ability to bear the economic risk of holding the Escrow Registrable Securities this investment for an indefinite period of time. (b) FVP acknowledges receipt , including, but not limited to, loss of copies of Buyer's 10-K such Purchaser’s entire investment therein. Such Purchaser understands and Buyer's 10-Q. (c) FVP is aware that agrees to the Escrow Registrable terms and conditions under which the Purchase Securities are not currently registered under the Securities Act or under any state securities lawsbeing offered. (d) FVP agrees that it will not transfer the Escrow Registrable Securities without compliance with the registration and other provisions of all applicable securities laws and acknowledges that each certificate representing the Escrow Registrable Securities which it receives will be marked with an appropriate legend to such effect (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement). (e) FVP is purchasing the Escrow Registrable Securities solely for investment purposes, with no present intention to sell the Escrow Registrable Securities (other than pursuant to an effective registration statement). (f) FVP understands that it must bear the economic risk of the investment represented by the purchase of the Escrow Registrable Securities for an indefinite period. (g) FVP agrees not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior to the second anniversary of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, or other disposition is (1) registered under the Securities Act, or (2) in compliance with an opinion of counsel of FVP, delivered to Buyer and reasonably acceptable to it, to the effect that such offer, sale, or other disposition thereof does not violate the Securities Act. (h) FVP acknowledges that the certificate(s) representing the Escrow Registrable Securities delivered hereunder shall bear the following legend (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATION.

Securities Law Matters. (aSuch Purchaser hereby acknowledges that the offer and sale of the Purchase Securities and the Underlying Securities to such Purchaser are being made as a private placement pursuant to Section 4(a)(2) FVP represents of the Securities Act and are not being registered under the Securities Act. Such Purchaser hereby acknowledges that it neither the offer and sale of the Purchase Securities nor the offer and sale of the Underlying Securities have been registered under the Securities Act, or registered or qualified under any state securities laws, and the Purchase Securities and the Underlying Securities cannot be resold without registration thereunder or exemption therefrom. Such Purchaser is an "“accredited investor" ,” as that such term is defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act Act, and that it will acquire the Purchase Securities and Underlying Securities for its own account, not as a nominee or agent, and not with a view to a sale or distribution thereof in violation of the Securities Act, any applicable state “blue sky” laws or any other applicable securities laws, and such Purchaser has such no present intention of selling, granting any participation in, or otherwise distributing the Purchase Securities or the Underlying Securities. Such Purchaser is an Institutional Account as defined in FINRA Rule 4512(c). Such Purchaser has sufficient knowledge and experience in financial and business matters that to enable it to evaluate the risks of investment in the Purchase Securities and Underlying Securities, is capable purchasing the Purchase Securities with a full understanding of evaluating all of the merits terms, conditions and risks of acquisition of the Escrow Registrable Securities and of making an informed investment decision with respect theretothereof, and understands all risks at the Closing will bear and have the ability to bear the economic risk of holding the Escrow Registrable Securities this investment for an indefinite period of time. (b) FVP acknowledges receipt , including, but not limited to, loss of copies of Buyer's 10-K such Purchaser’s entire investment therein. Such Purchaser understands and Buyer's 10-Q. (c) FVP is aware that agrees to the Escrow Registrable terms and conditions under which the Purchase Securities are not currently registered under the Securities Act or under any state securities lawsbeing offered. (d) FVP agrees that it will not transfer the Escrow Registrable Securities without compliance with the registration and other provisions of all applicable securities laws and acknowledges that each certificate representing the Escrow Registrable Securities which it receives will be marked with an appropriate legend to such effect (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement). (e) FVP is purchasing the Escrow Registrable Securities solely for investment purposes, with no present intention to sell the Escrow Registrable Securities (other than pursuant to an effective registration statement). (f) FVP understands that it must bear the economic risk of the investment represented by the purchase of the Escrow Registrable Securities for an indefinite period. (g) FVP agrees not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior to the second anniversary of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, or other disposition is (1) registered under the Securities Act, or (2) in compliance with an opinion of counsel of FVP, delivered to Buyer and reasonably acceptable to it, to the effect that such offer, sale, or other disposition thereof does not violate the Securities Act. (h) FVP acknowledges that the certificate(s) representing the Escrow Registrable Securities delivered hereunder shall bear the following legend (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATION.

Securities Law Matters. (a) FVP represents Such Xxxxx Stockholder hereby confirms that he or she has been informed that the shares of the Xxxxx Enterprises Common Stock being issued to him, her or it is an "accredited investor" as that term is defined in Regulation D are restricted securities under the Securities Act and may not be resold or transferred unless first registered under the federal securities laws or unless an exemption from such registration is available. Accordingly, such Xxxxx Stockholder hereby acknowledges that it he or she is prepared to hold the Xxxxx Enterprises Common Stock for an indefinite period and that the Xxxxx Stockholder is aware that Rule 144 of the Commission issued under the Securities Act is not presently available to exempt the resale of the Xxxxx Enterprises Common Stock from the registration requirements of the Securities Act. Such Xxxxx Stockholder is aware of the adoption of Rule 144 promulgated under the Securities Act by the Commission, which permits limited public resales of securities acquired in a nonpublic offering, subject to the satisfaction of certain conditions. Such Xxxxx Stockholder understands that Rule 144 is conditioned upon, among other things: (i) the availability of certain current public information about Xxxxx Enterprises, (ii) the resale occurring not earlier than one (1) year after the party has purchased and paid for the securities to be sold, (iii) the sale being made through a broker in an unsolicited "broker's transaction", and (iv) the amount of securities being sold during any three-month period not exceeding specified limitations. Such Xxxxx Stockholder understands that Xxxxx Enterprises may not be satisfying the current public information requirement of Rule 144 at the time such Xxxxx Stockholder wishes to sell the Xxxxx Enterprises Common Stock or other conditions under Rule 144. If so, such Xxxxx Stockholder understands that he or she may be precluded from selling the securities under Rule 144 even if the one-year holding period of said Rule has been satisfied. Prior to the acquisition of the shares of Xxxxx Enterprises Common Stock by such Xxxxx Stockholder, each such Xxxxx Stockholder acquired sufficient information about Xxxxx Enterprises to reach an informed and knowledgeable decision to acquire the Xxxxx Enterprises Common Stock. Such Xxxxx Stockholder has such knowledge and experience in financial and business matters that it is so as to make him or her capable of evaluating utilizing said information to evaluate the merits and risks of acquisition of the Escrow Registrable Securities prospective investment and of making to make an informed investment decision with respect thereto, and understands all risks of holding the Escrow Registrable Securities for an indefinite period of time. (b) FVP acknowledges receipt of copies of Buyer's 10-K and Buyer's 10-Q. (c) FVP decision. Such Xxxxx Stockholder is aware that the Escrow Registrable Securities are not currently registered under the Securities Act or under any state securities laws. (d) FVP agrees that it will not transfer the Escrow Registrable Securities without compliance with the registration and other provisions of all applicable securities laws and acknowledges that each certificate representing the Escrow Registrable Securities which it receives will be marked with an appropriate legend able to such effect (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement). (e) FVP is purchasing the Escrow Registrable Securities solely for investment purposes, with no present intention to sell the Escrow Registrable Securities (other than pursuant to an effective registration statement). (f) FVP understands that it must bear the economic risk of his or her investment in the investment represented by Xxxxx Enterprises Common Stock. Such Xxxxx Stockholder is an "Accredited Investor", as defined in the purchase of the Escrow Registrable Securities for an indefinite period. (g) FVP agrees not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior to the second anniversary of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, or other disposition is (1) registered rules and regulations promulgated under the Securities Act, or (2) in compliance with an opinion and is a resident of counsel of FVP, delivered to Buyer and reasonably acceptable to it, to the effect that such offer, sale, or other disposition thereof does not violate the Securities Act. (h) FVP jurisdiction listed on Schedule 1. Such Xxxxx Stockholder also acknowledges that the certificate(s) representing the Escrow Registrable Securities delivered hereunder shall bear the following legend (which legend shares of Xxxxx Enterprises Common Stock to be received by him, her or it will be removed in accordance with subject to additional restrictions on transfer and legend requirements under the provisions of the Deposit Registration Rights Stockholders Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATION.

Securities Law Matters. (a) FVP represents AirNet and Float Control will cooperate with each other and use their best efforts to prepare all necessary documentation, to effect all necessary filings and to take all action required to be taken under any applicable securities laws in connection with the issuance of the AirNet Common Shares pursuant to Section 1.1 hereof and the Merger Agreement. AirNet shall also take any action required to be taken in order that it the AirNet Common Shares to be issued pursuant to Section 1.1 hereof and the Merger Agreement shall, as of the Effective Time, be listed on The Nasdaq Stock Market. (b) Float Control understands that the AirNet Common Shares to be issued to the shareholders of Float Control pursuant to the Merger will be issued without registration under the 1933 Act or the securities laws of any state in reliance upon specific exemptions therefrom. To the best knowledge of Float Control, each shareholder of Float Control is an "accredited investor" as that term is defined in Regulation D promulgated under the Securities 1933 Act. Float Control understands, and shall cause each shareholder of Float Control to be notified that, the AirNet Common Shares to be issued pursuant to the Merger may not be sold or transferred unless they are registered under the 1933 Act and any applicable state or other securities laws, or unless exemptions from registration under such laws are available. Float Control understands that it has AirNet shall have no obligation to register the AirNet Common Shares under any securities laws or to maintain in effect any registration of such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of acquisition of the Escrow Registrable Securities and of making an informed investment decision with respect thereto, and understands all risks of holding the Escrow Registrable Securities for an indefinite period of AirNet Common Shares which may be made at any time. (b) FVP acknowledges receipt of copies of Buyer's 10-K and Buyer's 10-Q. (c) FVP is aware Float Control hereby acknowledges, and shall notify each shareholder of Float Control, that the Escrow Registrable Securities are not currently registered under share certificates evidencing the Securities Act or under any state securities laws. (d) FVP agrees that it will not transfer the Escrow Registrable Securities without compliance with the registration and other provisions of all applicable securities laws and acknowledges that each certificate representing the Escrow Registrable Securities which it receives will AirNet Common Shares to be marked with an appropriate legend to such effect (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement). (e) FVP is purchasing the Escrow Registrable Securities solely for investment purposes, with no present intention to sell the Escrow Registrable Securities (other than issued pursuant to an effective registration statement). (f) FVP understands that it must bear the economic risk of the investment represented by the purchase of the Escrow Registrable Securities for an indefinite period. (g) FVP agrees not to offerMerger, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior to the second anniversary of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, or other disposition is (1) registered under the Securities Act, or (2) shall be imprinted with a legend in compliance with an opinion of counsel of FVP, delivered to Buyer and reasonably acceptable to it, to the effect that such offer, sale, or other disposition thereof does not violate the Securities Act. (h) FVP acknowledges that the certificate(s) representing the Escrow Registrable Securities delivered hereunder shall bear substantially the following legend (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement): THE SECURITIES REPRESENTED HEREBY form: THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS LAWS, AND MAY NOT BE OFFERED FOR SALEOFFERED, SOLD OR OTHERWISE SOLD, TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES EXCEPT (i) PURSUANT TO REGISTRATIONS UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR (ii) IF, IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, THE PROPOSED TRANSFER MAY BE EFFECTED IN COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROMSECURITIES LAWS WITHOUT REGISTRATION. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENTUpon the request of any shareholder of Float Control, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATIONaccompanied by an opinion of counsel selected by such shareholder, which opinion and counsel are reasonably satisfactory to AirNet, to the effect that no transfer by such shareholder will violate the 1933 Act or applicable state or other securities laws, AirNet shall remove the legend from the share certificate(s) evidencing the AirNet Common Shares held by the Float Control shareholder or shall issue to such Float Control shareholder a new certificate for the AirNet Common Shares without the restrictive legend.

Securities Law Matters. (a) FVP represents Each Seller that it is entitled to receive Parent Common Stock Consideration (each an "accredited investor" as that term is defined in Regulation D under the Securities Act and that it Accredited Seller") has such knowledge knowledge, skill and experience in business, financial and business investment matters that it each Accredited Seller is capable of evaluating the merits and risks of acquisition an investment in the Parent Common Stock. With the assistance of its own professional advisors, to the extent that each Seller has deemed appropriate, each Accredited Seller has made its own legal, tax, accounting and financial evaluation of the Escrow Registrable Securities merits and of making an informed investment decision with respect thereto, and understands all risks of holding an investment in the Escrow Registrable Securities for Parent Common Stock. Each Accredited Seller has considered the suitability of the Parent Common Stock as an indefinite period investment in light of timeits own circumstances and financial condition and each Accredited Seller is able to bear the risks associated with an investment in the Parent Common Stock. (b) FVP acknowledges receipt of copies of Buyer's 10-K and Buyer's 10-Q.Each Accredited Seller is an "accredited investor" as defined in Rule 501(a) under the Securities Act. (c) FVP Each Accredited Seller is aware acquiring the Parent Common Stock solely for its own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Parent Common Stock in a manner that would require registration under or violate the registration requirements of any state or federal securities Law. Each Accredited Seller understands that the Escrow Registrable Securities are Parent Common Stock issued hereunder have not currently been registered under the Securities Act or under any state securities lawsLaws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Accredited Seller and the other representations made by the Accredited Seller in this Agreement. Each Accredited Seller understands that Buyer is relying upon the representations and agreements contained in this Section 2.30 (and any supplemental information provided by any Seller) for the purpose of determining whether this transaction meets the requirements for such exemptions. (d) FVP agrees Each Accredited Seller understands that it will not transfer the Escrow Registrable Securities without compliance with the registration and other provisions shares of all Parent Common Stock issued hereunder are "restricted securities" under applicable federal securities laws and acknowledges that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the "Commission" or "SEC") provide in substance that each certificate representing the Escrow Registrable Securities which it receives will be marked with an appropriate legend to Accredited Seller may dispose of such effect (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement). (e) FVP is purchasing the Escrow Registrable Securities solely for investment purposes, with no present intention to sell the Escrow Registrable Securities (other than shares only pursuant to an effective registration statement). (f) FVP understands that it must bear the economic risk of the investment represented by the purchase of the Escrow Registrable Securities for an indefinite period. (g) FVP agrees not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior to the second anniversary of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, or other disposition is (1) registered statement under the Securities ActAct or an exemption therefrom, and each Accredited Seller understands that the Company has no obligation or intention to register any of such shares, or (2) in compliance with an opinion of counsel of FVP, delivered to Buyer and reasonably acceptable take action so as to it, permit sales pursuant to the effect Securities Act (including Rule 144 thereunder). Each Accredited Seller further understands that any certificates representing such offer, sale, or other disposition thereof does not violate the Securities Act. (h) FVP acknowledges that the certificate(s) representing the Escrow Registrable Securities delivered hereunder shall bear shares will be imprinted with a legend in substantially the following legend form (which legend and that similar restrictions will be removed noted in accordance with the provisions of the Deposit Registration Rights Agreementtransfer agent's and registrar's records for any such shares issued in book-entry form): "THE SECURITIES REPRESENTED HEREBY EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS LAWS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATIONOTHER JURISDICTIONS."

Securities Law Matters. (a) FVP represents Purchaser is acquiring the Securities for its own account, for investment and not with a view to, or for sale in connection with, the distribution thereof within the meaning of the Securities Act (it being understood that except as otherwise provided in this Agreement and the other Transaction Documents to which it is a party, Purchaser does not agree to hold the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with the Securities Act and state securities Laws applicable to such disposition). (b) Purchaser is an "“accredited investor" ,” as that term is as defined in Rule 501(a) of Regulation D under the Securities Act and that it Act. Purchaser has such sufficient knowledge and experience in financial and business matters that it is to be capable of evaluating the merits and risks of acquisition of its investment in the Escrow Registrable Securities and is capable of making an informed investment decision with respect thereto, and understands all bearing the economic risks of holding the Escrow Registrable Securities for an indefinite period of timesuch investment. (b) FVP acknowledges receipt of copies of Buyer's 10-K and Buyer's 10-Q. (c) FVP Purchaser and its advisers have been furnished with all materials relating to the business, finances and operations of Company, its Subsidiaries and materials relating to the offer and sale of the Securities which have been requested by Purchaser or its advisers. Purchaser and its advisers have been afforded the opportunity to ask questions of Company’s management concerning Company and the Securities. (d) Purchaser understands that except as provided in this Agreement or the Registration Rights Agreement, the sale or re-sale of the Securities has not been and is aware that the Escrow Registrable Securities are not currently being registered under the Securities Act or under any applicable state securities laws. Laws, and the Securities may not be offered, sold or otherwise transferred unless (di) FVP agrees that it will not transfer the Escrow Registrable Securities without compliance with the registration and other provisions of all applicable securities laws and acknowledges that each certificate representing the Escrow Registrable Securities which it receives will be marked with an appropriate legend to such effect (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement). (e) FVP is purchasing the Escrow Registrable Securities solely for investment purposesare offered, with no present intention to sell the Escrow Registrable Securities (other than sold or transferred pursuant to an effective registration statement). (f) FVP understands that it must bear the economic risk of the investment represented by the purchase of the Escrow Registrable Securities for an indefinite period. (g) FVP agrees not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior to the second anniversary of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, or other disposition is (1) registered statement under the Securities Act, or (2ii) in compliance with an opinion of counsel of FVP, delivered to Buyer and reasonably acceptable to it, to the effect that such offer, sale, or other disposition thereof does not violate the Securities Actare offered, sold or transferred pursuant to an exemption from registration under the Securities Act and any applicable state securities Laws. (he) FVP acknowledges that The principal offices of Purchaser and the certificate(s) representing offices of Purchaser in which it made its decision to purchase the Escrow Registrable Securities delivered hereunder shall bear are located in the following legend (which legend will be removed in accordance with the provisions State of the Deposit Registration Rights Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATIONMassachusetts.

Securities Law Matters. (ai) FVP The issuance to Crest of the Share Consideration (collectively referred to in this Section as the “Securities”) is intended to be exempt from registration under the Securities Act. Crest represents and warrants that it is an "“accredited investor" ” as that term is defined in Regulation D Rule 501(a) promulgated under the Securities Act. (ii) Crest is acquiring the Securities for its own account, for investment purposes only, and not with a view to the resale or distribution, thereof, except pursuant to effective registrations or qualifications relating thereto under the Securities, Act and applicable state securities or blue sky laws or pursuant to an exemption therefrom. Notwithstanding the foregoing, Cheniere acknowledges that the purpose of the registration statements referenced in Section 1.04 above will be to permit Crest to offer for sale in a public offering the Share Consideration after such registration statements become effective. (iii) Crest acknowledges that (A) the Securities have not been registered under the Securities Act or the securities laws of any state or other jurisdiction in reliance upon exemptions from such registration requirements for non-public offerings and (B) the Securities may not be sold, pledged or otherwise transferred except pursuant to effective registrations or an exemption relating thereto under the Securities Act and any applicable state securities laws. (iv) Crest hereby represents and warrants to, and covenants with, Cheniere, that it Crest will not sell, assign or transfer all or any part of the Securities except (A) pursuant to an effective registration statement under the Securities Act, or (B) in a transaction that, in the opinion of independent counsel reasonably satisfactory to the parties, may be made without registration under Federal and any applicable state securities laws. (v) Crest has such knowledge and experience in financial and business matters so that it is capable of evaluating and has evaluated the relative merits and risks of acquisition investing in the Securities. At closing, Crest will have adequate means of providing for its current economic needs and contingencies, will have no need for liquidity in its investment in the Escrow Registrable Securities and of making an informed investment decision with respect thereto, and understands all will be able to bear financially the risks of holding the Escrow Registrable Securities for an indefinite period of timesuch investment. (bvi) FVP Crest acknowledges receipt of copies of Buyer's 10-K that all documents, books and Buyer's 10-Q. (c) FVP is aware records that the Escrow Registrable Securities are not currently registered under pertain to its investments in the Securities Act and that have been requested by Crest, if any, have been made available or under any state securities laws. (d) FVP agrees that it will not transfer the Escrow Registrable Securities without compliance with the registration and other provisions of all applicable securities laws and acknowledges that each certificate representing the Escrow Registrable Securities which it receives will be marked with an appropriate legend to such effect (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement). (e) FVP is purchasing the Escrow Registrable Securities solely for investment purposes, with no present intention to sell the Escrow Registrable Securities (other than pursuant to an effective registration statement). (f) FVP understands that it must bear the economic risk of the investment represented by the purchase of the Escrow Registrable Securities for an indefinite period. (g) FVP agrees not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior to the second anniversary of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, or other disposition is (1) registered under the Securities Act, or (2) in compliance with an opinion of counsel of FVP, delivered to Buyer and reasonably acceptable to itCrest, to the effect that extent Cheniere can provide such offerinformation without unreasonable effort or expense. Crest has had an opportunity to discuss Cheniere’s business, sale, or other disposition thereof does not violate management and financial affairs with Cheniere’s management and to ask questions of and receive answers from Cheniere concerning the Securities Act. business (hboth current and proposed) FVP of Cheniere. Crest acknowledges that all such questions, if any, have been answered to its full satisfaction and that Crest has received all information about Cheniere which Crest desires, including information which it deems necessary to verify the certificate(s) representing the Escrow Registrable Securities delivered hereunder shall bear the following legend (which legend will be removed in accordance with the provisions accuracy of the Deposit Registration Rights Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATIONinformation Cheniere has provided to Crest.

Securities Law Matters. In connection with the delivery of the API Stock to each of the Stockholders and the issuance of the API Promissory Notes (acollectively, the "Notes") FVP as contemplated by Section 2.6 hereof, each Stockholder severally but not jointly hereby represents and warrants to API and to each officer, director and agent of the Company that: 4.5.1 The Stockholder has received and reviewed this Agreement, and certain financial and other information concerning the Company delivered to the Stockholder together with this Agreement (including API's Annual Report on Form 10-K for the fiscal year ended, March 28, 2004, its Current Report on Form 10-Q for the fiscal Quarter ended September 26, 2004, and its Registration Statement on Form S-3 filed with the Securities and Exchange Commission on November 9, 2004 (the "S-3")). The Stockholder acknowledges that it such information concerning the Company includes "forward looking" statements that involve a number of risks and uncertainties, including the risks and uncertainties described in the S-3. 4.5.2 The Stockholder is aware that API does not intend to register the offer or sale of the API Stock or the API Promissory Notes under the Securities Act of 1933, as amended or under any similar law of any other jurisdiction (collectively, the "Securities Acts"), that such offer and sale are intended to be exempt from registration under the Securities Acts, and that the Securities Acts may prohibit or severely limit the Stockholder's ability to sell, assign, transfer or otherwise dispose of the API Stock or the API Promissory Notes. The Stockholder is also aware that the API Promissory Notes and the certificates representing the API Stock will bear appropriate legends restricting their transfer pursuant to applicable laws and this Agreement. 4.5.3 The Stockholder is acquiring the API Stock for the Stockholder's own account, for investment purposes only and not with a view to the resale or distribution thereof. 4.5.4 The Stockholder is an "accredited investor" (as that such term is defined in Regulation D under the Securities Act of 1933, as amended). The Stockholder acknowledges that except as otherwise expressly provided herein, the Company has made no representation or warranty to the Stockholder with respect to the income or other tax consequences to the Stockholder under the laws of any jurisdiction with respect to the transactions contemplated by this Agreement. 4.5.5 To the full satisfaction of the Stockholder, the Stockholder has been given the opportunity to obtain information and that it has such knowledge documents relating to API and experience in financial to ask questions of and business matters that it is capable receive answers from representatives of evaluating API concerning API and the merits and risks of Stockholder's acquisition of the Escrow Registrable Securities and of making an informed investment decision with respect thereto, and understands all risks of holding the Escrow Registrable Securities for an indefinite period of timeAPI Stock. (b) FVP acknowledges receipt 4.5.6 Neither the Stockholder nor any of copies of Buyer's 10-K and Buyer's 10-Q. (c) FVP its affiliates has participated in or is aware of any activity that would be deemed a "general solicitation" under the Escrow Registrable Securities are not currently registered provisions of Regulation D as promulgated under the Securities Act or under any state securities lawsof 1933, as amended. (d) FVP agrees that it will not transfer 4.5.7 The Stockholder is able at this time, and in the Escrow Registrable Securities without compliance with the registration and other provisions of all applicable securities laws and acknowledges that each certificate representing the Escrow Registrable Securities which it receives will be marked with an appropriate legend foreseeable future, to such effect (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement). (e) FVP is purchasing the Escrow Registrable Securities solely for investment purposes, with no present intention to sell the Escrow Registrable Securities (other than pursuant to an effective registration statement). (f) FVP understands that it must bear the economic risk of a total loss of the Stockholder's investment represented in the API Stock. 4.5.8 The Stockholder understands that, unless the Stockholder notifies the Company in writing to the contrary at or before the Closing, all the Stockholder's representations and warranties contained in this Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the purchase of the Escrow Registrable Securities for an indefinite periodStockholder. (g) FVP agrees not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior to the second anniversary of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, or other disposition is (1) registered under the Securities Act, or (2) in compliance with an opinion of counsel of FVP, delivered to Buyer and reasonably acceptable to it, to the effect that such offer, sale, or other disposition thereof does not violate the Securities Act. (h) FVP acknowledges that the certificate(s) representing the Escrow Registrable Securities delivered hereunder shall bear the following legend (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATION.

Securities Law Matters. (a) FVP represents The Seller understands that it the Convertible Note and the shares issuable thereunder (together, the Relevant Securities) are being issued to the Seller on a “private placement” basis in reliance upon specific exemptions from Canadian provincial prospectus requirements, and will in respect of the Convertible Note, not be qualified for distribution, and, in respect of the common shares of the Purchaser underlying the Convertible Note, be subject to a “hold period” under, under any applicable securities Laws. (b) The Seller is acquiring the Relevant Securities solely for the Seller’s own account and beneficial interest for investment and not for sale or with a view to distribution of the Relevant Securities or any part thereof, has no present intention of selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not presently have reason to anticipate a change in such intention. (c) The Seller acknowledges and confirms that he is an "accredited investor" ", as that such term is defined in Regulation D under National Instrument 45-106 - Prospectus Exemptions. (d) The Seller is able to bear the economic risk of holding the Relevant Securities Act for an indefinite period, and that it the Seller has such knowledge and experience in financial and business matters such that it he is capable of evaluating the merits and risks of acquisition of investment in the Escrow Registrable Securities and of making an informed investment decision with respect thereto, and understands all risks of holding the Escrow Registrable Securities for an indefinite period of time. (b) FVP acknowledges receipt of copies of Buyer's 10-K and Buyer's 10-Q. (c) FVP is aware that the Escrow Registrable Securities are not currently registered under the Securities Act or under any state securities laws. (d) FVP agrees that it will not transfer the Escrow Registrable Securities without compliance with the registration and other provisions of all applicable securities laws and acknowledges that each certificate representing the Escrow Registrable Securities which it receives will be marked with an appropriate legend to such effect (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement)Relevant Securities. (e) FVP The Seller understands that no Governmental Authority has passed upon or made any recommendation or endorsement of the Relevant Securities or an investment therein, and there is purchasing no government or other insurance covering the Escrow Registrable Securities solely for investment purposes, with no present intention to sell the Escrow Registrable Securities (other than pursuant to an effective registration statement)Relevant Securities. (f) FVP The Seller understands that it must bear the economic risk of Relevant Securities (or the investment represented by the purchase of the Escrow Registrable Securities book entries for an indefinite period. (g) FVP agrees not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior to the second anniversary of the date FVP acquires the Escrow Registrable such Relevant Securities, unless such offeras the case may be) will, saleif required by applicable securities Laws, or other disposition is (1) registered under the Securities Act, or (2) bear a restrictive legend in compliance with an opinion of counsel of FVP, delivered to Buyer and reasonably acceptable to it, to the effect that such offer, sale, or other disposition thereof does not violate the Securities Act. (h) FVP acknowledges that the certificate(s) representing the Escrow Registrable Securities delivered hereunder shall bear substantially the following legend (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement): form: UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE SECURITIES REPRESENTED HEREBY HAVE HOLDER OF THIS SECURITY MUST NOT BEEN REGISTERED UNDER TRADE THE FEDERAL OR STATE SECURITIES LAWS SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND MAY NOT A DAY AFTER THE [CLOSING DATE TO BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATIONINSERTED].

Securities Law Matters. (ai) FVP The issuance to Crest of the Share Consideration (collectively referred to in this Section as the "Securities") is intended to be exempt from registration under the Securities Act. Crest represents and warrants that it is an "accredited investor" as that term is defined in Regulation D Rule 501(a) promulgated under the Securities Act. (ii) Crest is acquiring the Securities for its own account, for investment purposes only, and not with a view to the resale or distribution thereof, except pursuant to effective registrations or qualifications relating thereto under the Securities Act and applicable state securities or blue sky laws or pursuant to an exemption therefrom. Notwithstanding the foregoing, Cheniere acknowledges that it the purpose of the registration statements referenced in Section 1.04 above will be to permit Crest to offer for sale in a public ------------ offering the Share Consideration after such registration statements become effective. (iii) Crest acknowledges that (A) the Securities have not been registered under the Securities Act or the securities laws of any state or other jurisdiction in reliance upon exemptions from such registration requirements for non-public offerings and (B) the Securities may not be sold, pledged or otherwise transferred except pursuant to effective registrations or an exemption relating thereto under the Securities Act and any applicable state securities laws. (iv) Crest hereby represents and warrants to, and covenants with, Cheniere, that Crest will not sell, assign or transfer all or any part of the Securities except (A) pursuant to an effective registration statement under the Securities Act, or (B) in a transaction that, in the opinion of independent counsel reasonably satisfactory to the parties, may be made without registration under Federal and any applicable state securities laws. (v) Crest has such knowledge and experience in financial and business matters so that it is capable of evaluating and has evaluated the relative merits and risks of acquisition investing in the Securities. At closing, Crest will have adequate means of providing for its current economic needs and contingencies, will have no need for liquidity in its investment in the Escrow Registrable Securities and of making an informed investment decision with respect thereto, and understands all will be able to bear financially the risks of holding the Escrow Registrable Securities for an indefinite period of timesuch investment. (bvi) FVP Crest acknowledges receipt of copies of Buyer's 10-K that all documents, books and Buyer's 10-Q. (c) FVP is aware records that the Escrow Registrable Securities are not currently registered under pertain to its investments in the Securities Act and that have been requested by Crest, if any, have been made available or under any state securities laws. (d) FVP agrees that it will not transfer the Escrow Registrable Securities without compliance with the registration and other provisions of all applicable securities laws and acknowledges that each certificate representing the Escrow Registrable Securities which it receives will be marked with an appropriate legend to such effect (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement). (e) FVP is purchasing the Escrow Registrable Securities solely for investment purposes, with no present intention to sell the Escrow Registrable Securities (other than pursuant to an effective registration statement). (f) FVP understands that it must bear the economic risk of the investment represented by the purchase of the Escrow Registrable Securities for an indefinite period. (g) FVP agrees not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior to the second anniversary of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, or other disposition is (1) registered under the Securities Act, or (2) in compliance with an opinion of counsel of FVP, delivered to Buyer and reasonably acceptable to itCrest, to the effect that extent Cheniere can provide such offerinformation without unreasonable effort or expense. Crest has had an opportunity to discuss Cheniere's business, sale, or other disposition thereof does not violate management and financial affairs with Cheniere's management and to ask questions of and receive answers from Cheniere concerning the Securities Act. business (hboth current and proposed) FVP of Cheniere. Crest acknowledges that all such questions, if any, have been answered to its full satisfaction and that Crest has received all information about Cheniere which Crest desires, including information which it deems necessary to verify the certificate(s) representing the Escrow Registrable Securities delivered hereunder shall bear the following legend (which legend will be removed in accordance with the provisions accuracy of the Deposit Registration Rights Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATIONinformation Cheniere has provided to Crest.

Securities Law Matters. (a) FVP represents that it is an "accredited investor" as that term is defined in Regulation D under Acquirer shall use its reasonable best efforts to obtain any necessary state securities law or “blue sky” permits and approvals required to carry out the Securities Act transactions contemplated by this Agreement, and that it has such knowledge the Company shall furnish all information concerning the Company and experience in financial and business matters that it is capable of evaluating the merits and risks of acquisition holders of the Escrow Registrable Securities and of making an informed investment decision Company Common Stock that may be reasonably requested in connection with respect thereto, and understands all risks of holding the Escrow Registrable Securities for an indefinite period of timesuch action. (b) FVP acknowledges receipt of copies of Buyer's 10-K and Buyer's 10-Q. (c) FVP is aware that Each certificate or instrument evidencing the Escrow Registrable Securities are not currently registered under the Securities Act or under any state securities laws. (d) FVP agrees that it will not transfer the Escrow Registrable Securities without compliance with the registration and other provisions of all applicable securities laws and acknowledges that each certificate representing the Escrow Registrable Securities which it receives will Acquirer Common Stock to be marked with an appropriate legend to such effect (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement). (e) FVP is purchasing the Escrow Registrable Securities solely for investment purposes, with no present intention to sell the Escrow Registrable Securities (other than issued pursuant to an effective registration statement). (f) FVP understands that it must bear the economic risk of the investment represented by the purchase of the Escrow Registrable Securities for an indefinite period. (g) FVP agrees not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior to the second anniversary of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, or other disposition is (1) registered under the Securities Act, or (2) in compliance with an opinion of counsel of FVP, delivered to Buyer and reasonably acceptable to it, to the effect that such offer, sale, or other disposition thereof does not violate the Securities Act. (h) FVP acknowledges that the certificate(s) representing the Escrow Registrable Securities delivered hereunder Merger shall bear a legend in substantially the following legend (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement): form: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALEOFFERED, SOLD SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED DISPOSED OF UNLESS A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATES SECURITIES LAWS ARE COMPLIED WITH OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY PURSUANT TO AN EXEMPTION FROM THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION REQUIREMENTS OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR ACT AND SUCH STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROMLAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENTOn the earlier of (i) in connection with a sale, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATIONassignment or other transfer of Acquirer Common Stock, the delivery of an opinion of a law firm in a form reasonably acceptable to Acquirer to the effect that such sale, assignment or transfer may be made without registration under the applicable requirements of the Securities Act and that such legend is no longer required or (ii) unlimited resale pursuant to Rule 144 under the Securities Act becoming available to a holder of shares of Acquirer Common Stock, Acquirer shall, upon the written request of a holder of any Acquirer Common Stock promptly cause certificates or instruments evidencing the shares of Acquirer Common Stock to be replaced with certificates or instruments that do not bear such restrictive legends. Notwithstanding the foregoing, Acquirer shall not be required to issue unlegended certificates pursuant to this Section 6.11(b) with respect to a holder of shares of Acquirer Common Stock issued pursuant to the Merger in the event such holder is deemed to be an “affiliate” of Acquirer pursuant to the Securities Act and Rule 144 promulgated thereunder (in which case, the certificate(s) evidencing such shares shall also bear a legend disclosing such holder’s status as an “affiliate” of Acquirer until such time as such holder is no longer deemed by Acquirer, in its reasonable discretion with the advice of its legal counsel, to be an “affiliate” of Acquirer in accordance with the Securities Act).

Securities Law Matters. (a) FVP represents The Consideration Shares acquired by each Seller are being acquired for investment for such Seller’s own account and not with a view to the distribution thereof within the meaning of Section 2(11) of the Securities Act. Each Seller understands that it is an "accredited investor" as that term is defined in Regulation D the Consideration Shares have not been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such Seller’s representations as expressed in this Agreement. (b) Each Seller has received all the information it considers necessary or appropriate for deciding whether to acquire the Consideration Shares. Each Seller has reviewed the annual, quarterly and periodic reports of Buyer that have been filed with the SEC. Each Seller has been given the opportunity to obtain any information or documents relating to, and ask questions and receive answers about, Buyer, the Consideration Shares and the business of and prospects of Buyer which it deems necessary to evaluate the merits and risks related to its investment in such shares and to verify the information received. (c) Each Seller has such knowledge and experience in financial and business matters that it such Seller is capable of evaluating the merits and risks of acquisition of its investment in Buyer and has the Escrow Registrable Securities and of making an informed investment decision with respect thereto, and understands all capacity to protect its own interests. Each Seller is able to bear the economic risks of holding its investment in the Escrow Registrable Securities Consideration Shares for an indefinite period of time, including the risk of a complete loss of such Seller’s investment in such securities. (bd) FVP acknowledges receipt of copies of Buyer's 10-K and Buyer's 10-Q. (c) FVP is aware Each Seller understands that the Escrow Registrable Consideration Shares will be characterized as “restricted securities” as defined in Rule 144 promulgated under the Securities Act because they are being acquired from Buyer in a transaction not currently involving a public offering and that, under the Securities Act, the Consideration Shares may be resold without registration under the Securities Act only in certain limited circumstances. Each Seller acknowledges that the Consideration Shares must be held indefinitely unless subsequently registered under the Securities Act or and under any applicable state securities laws. (d) FVP agrees laws or an exemption from such registration is available. Each Seller is aware that it will not transfer the Escrow Registrable Securities without compliance with the registration and other provisions of all applicable securities laws and acknowledges that each certificate representing the Escrow Registrable Securities which it receives will be marked with an appropriate legend to such effect (which legend will be removed in accordance with the provisions of Rule 144 promulgated under the Deposit Registration Rights Agreement)Securities Act, which permit limited resale of share purchased in a private placement are subject to the satisfaction of certain conditions, including, among other things, the availability of certain current public information about Buyer and the resale occurring not less than six months after a party has purchased and paid for the security to be sold. (e) FVP is purchasing Each Seller understands that the Escrow Registrable Securities solely for investment purposesConsideration Shares and any securities issued in respect thereof or exchanged therefore, with no present intention may bear, substantially, over or all of the following legends: (a) THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, (B) THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER SUCH ACT OR (C) THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. Any legend required by the securities laws of any state to sell the Escrow Registrable Securities (other than pursuant extent such laws are applicable to an effective registration statement)the shares represented by the certificate so legended. (f) FVP understands that it must bear the economic risk Each Seller is an accredited investor as defined in Rule 501(a) of the investment represented by the purchase of the Escrow Registrable Securities for an indefinite period. (g) FVP agrees not to offer, sell, or otherwise dispose of the shares of the Escrow Registrable Securities at any time prior to the second anniversary of the date FVP acquires the Escrow Registrable Securities, unless such offer, sale, or other disposition is (1) registered Regulation D promulgated under the Securities Act, or (2) in compliance with an opinion of counsel of FVP, delivered to Buyer and reasonably acceptable to it, to the effect that such offer, sale, or other disposition thereof does not violate the Securities Act. (g) The true address of each Seller is set forth in Part 3.22 (g). Each Seller is presently a bona fide resident of, or is domiciled in, and received the offer and made the decision to invest in the Consideration Shares in the state listed in such address. (h) FVP acknowledges that Each Seller, if an entity, was not organized for the certificate(s) representing purpose of holding the Escrow Registrable Equity Securities delivered hereunder shall bear the following legend (which legend will be removed in accordance with the provisions of the Deposit Registration Rights Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATIONCompany.