Common use of Securities Law Clause in Contracts

Securities Law. (a) Seller acknowledges that the offer and sale by the Buyer of the Securities Consideration is intended to be exempt from registration under the Securities Act and all applicable state securities Law. (b) Seller: (i) has been furnished with a copy of all reports or documents required to be filed by the Buyer with the SEC through the date of this Agreement pursuant to the Securities Exchange Act of 1934, as amended; (ii) has been provided copies of all other reasonably requested material information regarding Buyer; and (iii) has been afforded an opportunity to ask questions of, and receive answers from, management of Buyer in connection with the Securities Consideration. Seller has not been furnished with any oral or written representation in connection with the purchase of the Securities Consideration by or on behalf of Buyer that Seller has relied on that is not contained in this Agreement. (c) Seller: (i) is an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act; (ii) has obtained, in its judgment, sufficient information to evaluate the merits and risks of the purchase of the Securities Consideration; (iii) has sufficient knowledge and experience in financial and business matters to evaluate the merits and risks associated with such purchase of the Securities Consideration and to make an informed investment decision with respect thereto; and (iv) has consulted with its own advisors with respect to the purchase of the Securities Consideration. (d) The Securities Consideration is being acquired for Seller's own account for investment and not for the benefit or account of any other Person and not with a view to, or in connection with, any resale or distribution thereof unless the shares of such Securities Consideration are subsequently registered under the Securities Act and under the applicable securities Law of such states or an exemption from such registration is otherwise available. Seller fully understands and agrees that it may have to bear the economic risk of the investment in the Securities Consideration for an indefinite period of time because, among other reasons, such Securities Consideration has not been registered under the Securities Act or under the securities Law of any states, and, therefore, the shares of such Securities Consideration are "restricted securities" and cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities Law of such states or an exemption from such registration is otherwise available. Seller understands that Buyer is not under any obligation to register such Securities Consideration on Seller's behalf or to assist Seller in complying with any exemption from registration under the Securities Act or applicable state securities Law, except as set forth in the Transactional Documents. Seller understands that unless the shares of such Securities Consideration are eligible for sale pursuant to Rule 144(d), Buyer may require, as a condition to registering the transfer of such Securities Consideration, an opinion of counsel satisfactory to Buyer to the effect that such transfer does not violate such registration requirements

Securities Law. (a) Such Seller acknowledges that the offer and sale by the Buyer of the Securities Consideration is intended to be exempt from registration under the Securities Act and all applicable state securities Law. (b) Such Seller: (i) has been furnished with a copy of Buyer’s Form 10-K most recently filed with the SEC and all reports or documents required to be filed by the Buyer thereafter with the SEC through the date of this Agreement pursuant to the Securities Exchange Act of 1934, as amended; (ii) has been provided copies of all other reasonably requested material information regarding Buyer; and (iii) has been afforded an opportunity to ask questions of, and receive answers from, management of Buyer in connection with the Securities Consideration. Such Seller has not been furnished with any oral or written representation in connection with the purchase of the Securities Consideration by or on behalf of Buyer that such Seller has relied on that is not contained in this Agreement. (c) Except as disclosed in Schedule 3.6(c), each Seller: (i) is an "“accredited investor" ” as defined in Rule 501 of Regulation D under the Securities Act; or (B) sophisticated; (ii) has obtained, in its judgment, sufficient information to evaluate the merits and risks of the purchase of the Securities Consideration; (iii) has sufficient knowledge and experience in financial and business matters to evaluate the merits and risks associated with such purchase of the Securities Consideration and to make an informed investment decision with respect thereto; and (iv) has consulted with its own advisors with respect to the purchase of the Securities Consideration.. Any Seller that is not an “accredited investor” acknowledges and agrees that such Seller has appointed the Seller Representative listed on Schedule 3.6(c) as such Seller’s Seller Representative, and has caused the Seller Representative to complete the Seller Representative Questionnaire, attached hereto as Exhibit D. (d) The Securities Consideration is being acquired for such Seller's ’s own account for investment and not for the benefit or account of any other Person and not with a view to, or in connection with, any resale or distribution thereof unless the shares of such Securities Consideration are subsequently registered under the Securities Act and under the applicable securities Law of such states or an exemption from such registration is otherwise availablethereof. Such Seller fully understands and agrees that it may have to must bear the economic risk of the investment in the Securities Consideration for an indefinite period of time because, among other reasons, such Securities Consideration has not been registered under the Securities Act or under the securities Law of any states, and, therefore, the shares of such Securities Consideration are "“restricted securities" ” and cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities Law of such states or an exemption from such registration is otherwise available. Such Seller understands that Buyer is not under any obligation to register such Securities Consideration on such Seller's ’s behalf or to assist such Seller in complying with any exemption from registration under the Securities Act or applicable state securities Law, except as set forth in but will, to the Transactional Documentsextent it does not cause unreasonable burden to Buyer, assist Sellers with complying any such exemption. Such Seller understands that unless the shares of such Securities Consideration are eligible for sale pursuant to Rule 144(d), Buyer may require, as a condition to registering the transfer of such Securities Consideration, an opinion of counsel satisfactory to Buyer to the effect that such transfer does not violate such registration requirements. (e) Such Seller intends that the state securities Law of the State of California alone (and not the securities Law of any other state) will apply to its acquisition of the Securities Consideration. Such Seller meets all suitability standards imposed by the State of California relating to the purchase of the Securities Consideration hereunder without registering such Securities Consideration under the securities Law of such state.

Securities Law. (a) Seller acknowledges that the offer and sale by the Buyer of the Securities Consideration is intended to be exempt from registration under the Securities Act and all applicable state securities Law. (b) Seller: (i) has been furnished with a copy of Buyer's SEC filings filed with the SEC and all reports or documents required to be filed by the Buyer thereafter with the SEC through the date of this Agreement pursuant to the Securities Exchange Act of 1934, as amended; (ii) has been provided copies of all other reasonably requested material information regarding Buyer; and (iii) has been afforded an opportunity to ask questions of, and receive answers from, management of Buyer in connection with the Securities Consideration. Seller has not been furnished with any oral or written representation in connection with the purchase of the Securities Consideration by or on behalf of Buyer that Seller has relied on that is not contained in this Agreement. (c) Seller: (i) is an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act; (ii) has obtained, in its judgment, sufficient information to evaluate the merits and risks of the purchase of the Securities Consideration; (iii) has sufficient knowledge and experience in financial and business matters to evaluate the merits and risks associated with such purchase of the Securities Consideration and to make an informed investment decision with respect thereto; and (iv) has consulted with its own advisors with respect to the purchase of the Securities Consideration. (d) The Securities Consideration is being acquired for Seller's own account for investment and not for the benefit or account of any other Person and not with a view to, or in connection with, any resale or distribution thereof unless the shares of such Securities Consideration are subsequently registered under the Securities Act and under the applicable securities Law of such states or an exemption from such registration is otherwise available. Seller fully understands and agrees that it may have to bear the economic risk of the investment in the Securities Consideration for an indefinite period of time because, among other reasons, such Securities Consideration has not been registered under the Securities Act or under the securities Law of any states, and, therefore, the shares of such Securities Consideration are "restricted securities" and cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities Law of such states or an exemption from such registration is otherwise available. Seller understands that Buyer is not under any obligation to register such Securities Consideration on Seller's behalf or to assist Seller in complying with any exemption from registration under the Securities Act or applicable state securities Law, except as set forth in the Transactional Documents. Seller understands that unless the shares of such Securities Consideration are eligible for sale pursuant to Rule 144(d), Buyer may require, as a condition to registering the transfer of such Securities Consideration, an opinion of counsel satisfactory to Buyer to the effect that such transfer does not violate such registration requirements

Securities Law. In connection with the issuance and delivery of the Shares, the Principal makes the securities law representations, warranties and covenants set forth in Exhibit B attached to the Agreement. Securities Law Representations, Warranties, and Covenants The Principal represents and warrants to the Company as follows: (a) Seller acknowledges that The Shares (collectively, the offer "Securities") which the Principal acquires under this Agreement are being acquired for his own account. The Principal is acquiring the Securities for investment purposes only and sale by not with a view to or for distributing or reselling the Buyer Securities or any part thereof or interest therein, without prejudice, however, to the Principal's right at all times to sell or otherwise dispose of all or any part of the Securities Consideration is intended pursuant to be exempt from an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act") and all in compliance with applicable state securities Lawlaws or under an exemption from such registration. (b) Seller: (i) has been furnished with a copy of all reports or documents required to be filed by the Buyer with the SEC through the date of this Agreement pursuant to the Securities Exchange Act of 1934, as amended; (ii) has been provided copies of all other reasonably requested material information regarding Buyer; and (iii) has been afforded an opportunity to ask questions of, and receive answers from, management of Buyer in connection with the Securities Consideration. Seller has not been furnished with any oral or written representation in connection with the purchase of the Securities Consideration by or on behalf of Buyer that Seller has relied on that is not contained in this Agreement. (c) Seller: (i) The Principal is an "accredited investor" as defined in Rule 501 of Regulation D 501(a) under the Securities Act; . (iic) The Principal has obtainedsuch knowledge, sophistication and experience in its judgment, sufficient information business and financial matters so as to evaluate be capable of evaluating the merits and risks of the purchase of prospective investment in the Securities Consideration; (iii) Securities, and has sufficient knowledge and experience in financial and business matters to evaluate so evaluated the merits and risks associated with of such purchase investment. (d) The Principal is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment. (e) The Principal acknowledges that he has been afforded (i) the opportunity to ask such questions as he has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the issuance of the Securities Consideration and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable the Principal to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect thereto; and (iv) has consulted with its own advisors with respect to the purchase of the Securities ConsiderationSecurities. (df) The Principal is not acquiring the Securities Consideration is as a result of or subsequent to any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media, published or broadcast over television or radio or presented at any seminar. (g) The Principal understands and acknowledges that the Securities are being acquired for Seller's own account for investment offered and not for the benefit or account of any other Person and not with a view to, or in connection with, any resale or distribution thereof unless the shares of such Securities Consideration are subsequently registered sold without registration under the Securities Act and under applicable state securities laws in a private placement that is exempt from the applicable securities Law registration provisions of such states or an exemption from such registration is otherwise available. Seller fully understands and agrees that it may have to bear the economic risk of the investment in the Securities Consideration for an indefinite period of time because, among other reasons, such Securities Consideration has not been registered under the Securities Act or under the securities Law of any states, and, therefore, the shares of such Securities Consideration are "restricted securities" and cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable state securities Law of such states laws and may only be sold or transferred pursuant to a registration statement thereunder or an exemption from such registration is otherwise available. Seller understands therefrom. (h) The Principal acknowledges that Buyer is not under any obligation to register such Securities Consideration on Seller's behalf or to assist Seller in complying with any exemption from registration under the Securities Act or applicable state securities Law, except as set forth in the Transactional Documents. Seller understands that unless the shares of such Securities Consideration are eligible for sale pursuant to Rule 144(d), Buyer may require, as a condition to registering the transfer of such Securities Consideration, an opinion of counsel satisfactory to Buyer constitute compensation to the effect that Principal for Federal and State income tax purposes and the Principal may receive a Form 1099 from the Company reflecting such transfer does not violate such registration requirementscompensation.

Securities Law. (a) Seller Culligan Parent acknowledges that the offer and sale by the Buyer of the Securities Share Consideration is intended to be exempt from registration under the Securities Act and all applicable state securities Law. (b) Seller: (i) Culligan Parent has been furnished with a copy all of all reports or documents required the materials relating to be filed by Primo Parent and its purchase of the Buyer with the SEC through the date of this Agreement pursuant to the Securities Exchange Act of 1934, as amended; (ii) has Share Consideration that have been provided copies of all other reasonably requested material information regarding Buyer; and (iii) has been afforded an opportunity to ask questions of, and receive answers from, management of Buyer Primo Parent in connection with the Securities Share Consideration. Seller Culligan Parent has not been furnished with any oral or written representation in connection with the purchase of the Securities Share Consideration by or on behalf of Buyer Primo Parent that Seller it has relied on that is not contained in this Agreement. (c) SellerCulligan Parent: (i) is an "“accredited investor" ” as defined in Rule 501 of Regulation D under the Securities Act; (ii) has obtained, in its judgment, sufficient information to evaluate the merits and risks of the purchase of the Securities Share Consideration; (iii) has sufficient knowledge and experience in financial and business matters to evaluate the merits and risks associated with such purchase of the Securities Share Consideration and to make an informed investment decision with respect thereto; thereto and (iv) has consulted with its own advisors with respect to the purchase of the Securities Share Consideration. (d) The Securities Share Consideration is being acquired for Seller's Culligan Parent’s own account for investment and not for the benefit or account of any other Person and not with a view to, or in connection with, any unlawful resale or distribution thereof unless the shares of such Securities Consideration are subsequently registered under the Securities Act and under the applicable securities Law of such states or an exemption from such registration is otherwise availablethereof. Seller Culligan Parent fully understands and agrees that it may have to must bear the economic risk of the investment in the Securities Share Consideration for an indefinite period of time because, among other reasons, such Securities Share Consideration has not been registered under the Securities Act or under the securities Law of any states, and, therefore, the shares of such Securities Share Consideration are "“restricted securities" ” and cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities Law of such states or an exemption from such registration is otherwise available. Seller Except as and solely to the extent set forth in the Registration Rights Agreement, Culligan Parent understands that Buyer Primo Parent is not under any obligation to register such Securities Share Consideration on Seller's Culligan Parent’s behalf or to assist Seller Culligan Parent in complying with any exemption from registration under the Securities Act or applicable state securities Law, except as set forth in the Transactional Documents. Seller Culligan Parent understands that unless the shares of such Securities Consideration are eligible for sale pursuant to Rule 144(d), Buyer Primo Parent may require, as a condition to registering the transfer of such Securities Share Consideration, an opinion of counsel satisfactory to Buyer Primo Parent to the effect that such transfer does not violate such registration requirements. (e) Culligan Parent intends that the state securities Law of Illinois alone (and not the securities Law of any other state) will apply to its acquisition of the Share Consideration. Culligan Parent meets all suitability standards imposed by the state of Illinois relating to the purchase of the Share Consideration hereunder without registering such Share Consideration under the securities Law of such state. For greater certainty, as the Share Consideration will be issued to Culligan Parent on behalf of and upon the direction of the Seller pursuant to Section 2.5(b) hereof, and not to the Seller, the issuance of the Share Consideration to Culligan Parent is not otherwise subject to the securities Law of any province of Canada.

Securities Law. (a) The Seller acknowledges that the offer and sale by the Buyer of the Securities Consideration is intended to be exempt from registration an accredited investor as defined in Rule 501(a) under the Securities Act of 1933, as amended (the “1933 Securities Act”) as of the Final Closing Date. The Seller is acquiring the Stock Consideration and all applicable state securities Law. (b) Seller: (i) has been furnished Earnout Shares for its own account, and not with a copy of all reports view toward, or documents required to be filed by the Buyer with the SEC through the date of this Agreement pursuant to the Securities Exchange Act of 1934, as amended; (ii) has been provided copies of all other reasonably requested material information regarding Buyer; and (iii) has been afforded an opportunity to ask questions of, and receive answers from, management of Buyer for sale in connection with the Securities Consideration. Seller has not been furnished with with, any oral or written representation distribution thereof in connection with the purchase violation of the Securities Consideration by or on behalf of Buyer that Seller has relied on that is not contained in this Agreement. (c) Seller: (i) is an "accredited investor" as defined in Rule 501 of Regulation D under the 1933 Securities Act; (ii) has obtained, in its judgment, sufficient information to evaluate the merits and risks of the purchase of the Securities Consideration; (iii) . The Seller has sufficient knowledge and experience in financial and business matters so as to evaluate be capable of evaluating the merits and risks associated with of its investment in the Stock Consideration and Earnout Shares and is capable of bearing the economic risks of such purchase investment as of the Final Closing Date. The Seller has been provided a reasonable opportunity to undertake such investigation and evaluate such documents and information to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement. The Seller acknowledges that it has had the opportunity to review the information regarding Buyer’s Parent filed with the U.S. Securities and Exchange Commission and has been afforded the opportunity to (A) ask such questions as it has deemed necessary of, and to receive answers from, representatives of Buyer’s Parent concerning the merits and risks of investing in the Stock Consideration and Earnout Shares; (B) access information about the Buyer’s Parent and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (C) obtain such additional information that the Buyer’s Parent possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect theretoto the investment. (b) The Seller understands that the Stock Consideration and Earnout Shares are being offered and sold to it hereunder in reliance upon specific exemptions from the registration requirements of the 1933 Securities Act, the rules and regulations promulgated under the 1933 Securities Act and state securities laws and that the Buyer’s Parent 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 Stock Consideration or Earnout Shares. (c) In making its decision, the Seller: (i) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving securities; (ii) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons; and (iviii) confirms that it has consulted with its own advisors with respect to the purchase undertaken an independent analysis of the Securities Considerationmerits and risks of an investment in the Buyer’s Parent, based on the Seller's own financial circumstances. (d) The Securities Consideration is being acquired for Seller's own account for investment and not for the benefit or account of any other Person and not with a view to, or in connection with, any resale or distribution thereof unless the shares of such Securities Consideration are subsequently registered under the Securities Act and under the applicable securities Law of such states or an exemption from such registration is otherwise available. Seller fully understands and agrees that it may have to bear the economic risk of the investment in the Securities Consideration for an indefinite period of time because, among other reasons, such Securities Consideration has not been registered under the Securities Act or under the securities Law of any states, and, therefore, the shares of such Securities Consideration are "restricted securities" and cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities Law of such states or an exemption from such registration is otherwise available. Seller understands that Buyer is the Stock Consideration and Earnout Shares are characterized as “restricted securities” under the 1933 Securities Act inasmuch as they are being acquired from the Buyer’s Parent in a transaction not involving a public offering and that under any obligation to register such Securities Consideration on Seller's behalf or to assist Seller in complying with any exemption from laws and applicable regulations such securities may be resold without registration under the 1933 Securities Act or applicable state securities Lawonly in certain limited circumstances. (e) It is understood that, except as set forth provided below, certificates evidencing the Stock Consideration or Earnout Shares (or uncertificated interests in the Transactional DocumentsStock Consideration or Earnout Shares) may bear the following or any similar legend: (i) “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. Seller understands that unless the shares of such Securities Consideration are eligible for sale pursuant to Rule 144(d)NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. (ii) THE SHARES REPRESENTED HEREBY ARE SUBJECT TO FORFEITURE PURSUANT TO SECTION 7.5 OF THAT CERTAIN ASSET PURCHASE AGREEMENT BY AND AMONG TRUST CODES GLOBAL LIMITED, Buyer may requireVERIFYME, as a condition to registering the transfer of such Securities ConsiderationINC., an opinion of counsel satisfactory to Buyer to the effect that such transfer does not violate such registration requirementsTRUST CODES LIMITED AND SIGNUM HOLDING LIMITED DATED [•], 2023.”

Securities Law. (a) Seller acknowledges that the offer and sale by the Buyer of the Securities Consideration is intended to be exempt from registration under the Securities Act and all applicable state securities Law. (b) Seller: (i) has been furnished with a copy of Buyer's SEC filings filed with the SEC and all reports or documents required to be filed by the Buyer thereafter with the SEC through the date of this Agreement pursuant to the Securities Exchange Act of 1934, as amended; (ii) has been provided copies of all other reasonably requested material information regarding Buyer; and (iii) has been afforded an opportunity to ask questions of, and receive answers from, management of Buyer in connection with the Securities Consideration. Seller has not been furnished with any oral or written representation in connection with the purchase of the Securities Consideration by or on behalf of Buyer that Seller has relied on that is not contained in this Agreement. (c) Seller: (i) is an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act; (ii) has obtained, in its judgment, sufficient information to evaluate the merits and risks of the purchase of the Securities Consideration; (iii) has sufficient knowledge and experience in financial and business matters to evaluate the merits and risks associated with such purchase of the Securities Consideration and to make an informed investment decision with respect thereto; and (iv) has consulted with its own advisors with respect to the purchase of the Securities Consideration. (d) The Securities Consideration is being acquired for Seller's own account for investment and not for the benefit or account of any other Person and not with a view to, or in connection with, any resale or distribution thereof unless the shares of such Securities Consideration are subsequently registered under the Securities Act and under the applicable securities Law of such states or an exemption from such registration is otherwise available. Seller fully understands and agrees that it may have to bear the economic risk of the investment in the Securities Consideration for an indefinite period of time because, among other reasons, such Securities Consideration has not been registered under the Securities Act or under the securities Law of any states, and, therefore, the shares of such Securities Consideration are "restricted securities" and cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities Law of such states or an exemption from such registration is otherwise available. Seller understands that Buyer is not under any obligation to register such Securities Consideration on Seller's behalf or to assist Seller in complying with any exemption from registration under the Securities Act or applicable state securities Law, except as set forth in the Transactional Documents. Seller understands that unless the shares of such Securities Consideration are eligible for sale pursuant to Rule 144(d), Buyer may require, as a condition to registering the transfer of such Securities Consideration, an opinion of counsel satisfactory to Buyer to the effect that such transfer does not violate such registration requirements.

Securities Law. (a) Seller acknowledges that Each Holder is acquiring the offer shares of Parent Common Stock for its own account, and sale by not with a view to any distribution thereof within the Buyer meaning of the Securities Consideration Act of 1933, as amended (the “Securities Act”). The Company has provided each Holder with the opportunity to ask questions regarding the Parent and to receive to its satisfaction such information about the business and financial condition of the Parent as it considers necessary or appropriate for deciding whether to consummate the transactions contemplated hereby, and such Holder is intended to be exempt from registration under fully capable of understanding and evaluating the Securities Act and all applicable state securities Lawrisks associated with the ownership of the shares of Parent Common Stock. (b) Seller: (i) Each Holder has been furnished conducted its own diligence investigation with a copy of all reports or documents required respect to be filed by the Buyer with the SEC through the date of this Agreement pursuant to the Securities Exchange Act of 1934, as amended; (ii) has been provided copies of all other reasonably requested material information regarding Buyer; and (iii) has been afforded an opportunity to ask questions of, and receive answers from, management of Buyer in connection with the Securities Consideration. Seller has not been furnished with any oral or written representation in connection with the purchase of the Securities Consideration by or on behalf of Buyer that Seller has relied on that is not contained in this Agreement. (c) Seller: (i) is an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act; (ii) has obtained, in its judgment, sufficient information to evaluate the merits and risks of the purchase of the Securities Consideration; (iii) has sufficient knowledge and experience in financial and business matters to evaluate the merits and risks associated with such purchase its ownership of the Securities Consideration and to make an informed investment decision with respect thereto; and shares of Parent Common Stock as it deems appropriate. No Holder is relying on nor has relied on (ivi) has consulted with its own advisors with respect to any representation by the purchase Parent or any affiliate or representative of the Securities ConsiderationParent, other than the representations and warranties of the Parent hereunder or (ii) any due diligence or other investigation conducted by any other Holder. (dc) The Securities Consideration is being acquired for Seller's own account for investment and not for Such Holder acknowledges (i) except as contemplated by the benefit or account of any other Person and not with a view toResale Registration Statement, or in connection with, any resale or distribution thereof unless that the shares of such Securities Consideration are subsequently registered under the Securities Act and under the applicable securities Law of such states or an exemption from such registration is otherwise available. Seller fully understands and agrees that it may have to bear the economic risk of the investment in the Securities Consideration for an indefinite period of time because, among other reasons, such Securities Consideration has Parent Common Stock will not been be registered under the Securities Act or under the securities Law Laws of any states, and, therefore, state and must be held by such Holder indefinitely unless the resale of the shares of such Securities Consideration are "restricted securities" and cannot be resold, pledged, assigned or otherwise disposed of unless they are Parent Common Stock is subsequently registered under the Securities Act and under the any applicable state securities Law of such states law or an exemption from such registration becomes or is otherwise available. Seller understands that Buyer available and (ii) in addition to any legend required by Law or any other agreement by which such Holder is not under bound, the Parent shall place the following legend on any obligation to register such Securities Consideration on Seller's behalf or to assist Seller in complying with any exemption from registration under the Securities Act or applicable state securities Law, except as set forth in the Transactional Documents. Seller understands that unless certificate representing the shares of such Securities Consideration are eligible for sale pursuant to Rule 144(d)Parent Common Stock: “THE TRANSFERABILITY OF THESE SECURITIES IS SUBJECT TO RESTRICTION. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY BE REOFFERED AND SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THESE SECURITIES ARE SUBJECT TO CONTRACTUAL LIMITATIONS ON RESALE AS PROVIDED IN THE AGREEMENT AND PLAN OF MERGER, Buyer may requireDATED AS OF AUGUST 5, as a condition to registering the transfer of such Securities Consideration2013, an opinion of counsel satisfactory to Buyer to the effect that such transfer does not violate such registration requirementsBY AND AMONG AOL INC., CARMEL MERGER CORPORATION, XXXX.XX, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC.”

Securities Law. (a) Each Seller acknowledges that the offer and sale by the Buyer of the Securities Consideration Primo Stock to be issued in connection with the Purchase Price is intended to be exempt from registration under the Securities Act and all applicable state securities Law. (b) Seller: (i) Each Seller has been furnished with a copy all of all reports or documents required the materials relating to Primo Parent and its purchase of Primo Stock to be filed by the Buyer issued in connection with the SEC through the date of this Agreement pursuant to the Securities Exchange Act of 1934, as amended; (ii) has Purchase Price that have been provided copies of all other reasonably requested material information regarding Buyer; and (iii) has been afforded an opportunity to ask questions of, and receive answers from, management of Buyer Primo Parent in connection with the Securities ConsiderationPrimo Stock to be issued in connection with the Purchase Price. No Seller has not been furnished with any oral or written representation in connection with the purchase of Primo Stock to be issued in connection with the Securities Consideration Purchase Price by or on behalf of Buyer Primo Parent that Seller it has relied on that is not contained in this Agreement. (c) Each Seller: (i) is an "“accredited investor" ” as defined in Rule 501 of Regulation D under the Securities Act; (ii) has obtained, in its such Seller’s judgment, sufficient information to evaluate the merits and risks of the purchase of Primo Stock to be issued in connection with the Securities ConsiderationPurchase Price; (iii) has sufficient knowledge and experience in financial and business matters to evaluate the merits and risks associated with such purchase of Primo Stock to be issued in connection with the Securities Consideration Purchase Price and to make an informed investment decision with respect thereto; thereto and (iv) has consulted with its own advisors with respect to the purchase of the Securities ConsiderationPrimo Stock to be issued in connection with the Purchase Price. (d) The Securities Consideration Each Seller’s Primo Stock to be issued in connection with the Purchase Price is being acquired for Seller's its own account for investment and not for the benefit or account of any other Person and not with a view to, or in connection with, any unlawful resale or distribution thereof unless the shares of such Securities Consideration are subsequently registered under the Securities Act and under the applicable securities Law of such states or an exemption from such registration is otherwise availablethereof. Each Seller fully understands and agrees that it may have to must bear the economic risk of the investment in the Securities Consideration Primo Stock to be issued in connection with the Purchase Price for an indefinite period of time because, among other reasons, such Securities Consideration Primo Stock has not been registered under the Securities Act or under the securities Law of any states, and, therefore, the shares of such Securities Consideration Primo Stock are "“restricted securities" ” and cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities Law of such states or an exemption from such registration is otherwise available. Except as and solely to the extent set forth in the Registration Rights Agreement, each Seller understands that Buyer Primo Parent is not under any obligation to register such Securities Consideration Primo Stock on Seller's behalf of such Seller or to assist such Seller in complying with any exemption from registration under the Securities Act or applicable state securities Law, except as set forth in the Transactional Documents. Each Seller understands that unless the shares of such Securities Consideration are eligible for sale pursuant to Rule 144(d), Buyer Primo Parent may require, as a condition to registering the transfer of such Securities ConsiderationPrimo Stock, an opinion of counsel satisfactory to Buyer Primo Parent to the effect that such transfer does not violate such registration requirements. (e) Each Seller intends that the state securities Law of Illinois alone (and not the securities Law of any other state) will apply to its acquisition of the Primo Stock in connection with the Purchase Price. Each Seller meets all suitability standards imposed by the state of Illinois relating to the purchase of the Primo Stock hereunder without registering such Primo Stock under the securities Law of such state.

Securities Law. (a) Seller acknowledges The Option Holder agrees that the offer and sale by Committee may postpone any exercise of this Option for such time as the Buyer Committee in its sole discretion may deem necessary or condition the exercise thereof in such manner as the Committee may determine in order to permit the Company with reasonable diligence (i) to effect or maintain the listing of such shares on any securities exchanges or in the Securities Consideration is intended NASDAQ Stock Market, or (ii) to be exempt from effect or maintain registration or qualification under the Securities Act of 1933, as amended (the “Act”), or any applicable state statute, of the shares issuable upon the exercise of this Option, or (iii) to determine that such shares are exempt from registration or qualification and all in connection therewith to require (x) as a condition of the issuance of shares upon exercise of the Option, that the Option Holder represent and agree that the Option Holder is acquiring shares of Class A Common Stock upon exercise of this Option for investment and without a view to the distribution or resale thereof in violation of the Act and/or any applicable state securities Lawlaw and (y) that the certificates evidencing such shares bear a legend setting forth such representation. The Company shall not be obligated by virtue of this Agreement or any provision of the Plan to recognize the exercise of this Option or to sell or issue shares in violation of the Act or of the law of any state having jurisdiction thereof. Any such postponement shall not extend the term of this Option; and neither the Company nor its directors or officers shall have any obligation or liability to the Option Holder, or to the Option Holder’s legal representative of his estate or the person(s) who acquire the right to exercise this Option by bequest or inheritance or by reason of the death of Option Holder, with respect to any shares as to which this Option shall lapse because of such postponement. (b) Seller: (i) has been furnished with a copy of all reports or documents required to be filed by the Buyer with the SEC through If upon the date of hereof neither this Agreement pursuant to the Securities Exchange Act of 1934, as amended; (ii) has been provided copies of all other reasonably requested material information regarding Buyer; and (iii) has been afforded an opportunity to ask questions of, and receive answers from, management of Buyer in connection with the Securities Consideration. Seller has not been furnished with any oral Option or written representation in connection with the purchase of the Securities Consideration by or on behalf of Buyer that Seller has relied on that is not contained in this Agreement. (c) Seller: (i) is an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act; (ii) has obtained, in its judgment, sufficient information to evaluate the merits and risks of the purchase of the Securities Consideration; (iii) has sufficient knowledge and experience in financial and business matters to evaluate the merits and risks associated with such purchase of the Securities Consideration and to make an informed investment decision with respect thereto; and (iv) has consulted with its own advisors with respect to the purchase of the Securities Consideration. (d) The Securities Consideration is being acquired for Seller's own account for investment and not for the benefit or account of any other Person and not with a view to, or in connection with, any resale or distribution thereof unless the shares of such Securities Consideration Class A Common Stock issuable upon exercise hereof are subsequently registered under the Securities Act and/or any applicable state securities laws, the Option Holder represents that he is acquiring this Option and shall acquire any shares of Class A Common Stock upon the exercise hereof in good faith for purposes of investment and without a view to any distribution thereof in violation of the Act and the rules and regulations promulgated thereunder or of any applicable state securities laws. Under such circumstances, the Option Holder understands that the Company is and will be relying upon the truth and accuracy of the foregoing representation in granting this Option and issuing the Class A Common Stock without first registering the issuance thereof under the Act or applicable state securities Law laws. The Option Holder acknowledges that, if the shares of Class A Common Stock issuable upon exercise hereof are not so registered, then, until such states shares have been so registered (and the Company is not obligated to register such shares), such shares must be held indefinitely or until such time, if any, as herein provided and until such shares are either registered under the Act and/or applicable state securities laws or transfers may be made pursuant to an exemption from such registration as is otherwise availableaccorded by the Act or the rules and regulations promulgated thereunder and/or applicable state securities laws. Seller fully understands If such shares are not so registered, the Option Holder agrees that at the time of any exercise hereunder, he will provide the Company with a letter embodying the aforementioned expressions of understanding and intent (and any representations as may be required under federal or state law) and agrees that it any shares issued to him following the exercise of any option arising hereunder may have bear such restrictive legend as the Company may deem necessary to bear reflect the economic risk status of the investment in the Securities Consideration for an indefinite period of time because, among other reasons, such Securities Consideration has not been registered shares under the Securities Act or under the securities Law of any states, and, therefore, the shares of such Securities Consideration are "restricted securities" and cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities Law of such states or an exemption from such registration is otherwise available. Seller understands that Buyer is not under any obligation to register such Securities Consideration on Seller's behalf or to assist Seller in complying with any exemption from registration under the Securities Act or and/or applicable state securities Law, except as set forth in laws. Before consenting to the Transactional Documents. Seller understands that unless the shares removal of such Securities Consideration are eligible for sale pursuant to Rule 144(d), Buyer may require, as a condition to registering legend and the transfer of any such Securities Considerationshares, the Company may insist upon the delivery to it of an opinion of counsel from counsel, satisfactory to Buyer to it, that the effect that such contemplated transfer does not violate such registration requirementsconstitute a violation of the Act and/or applicable state securities laws.

Securities Law. (a) Seller acknowledges that the offer and sale by the Buyer of the Securities Consideration is intended to be exempt from registration under the Securities Act and all any applicable state securities Law. (b) SellerSeller acknowledges: (i) Seller has been furnished via the SEC’s XXXXX system with a copy of Parent’s Form 10-K for the year ended December 31, 2014 filed with the SEC on February 20, 2015, and all quarterly and current reports or documents required to be filed by the Buyer thereafter with the SEC through the date of this Agreement pursuant to the Securities Exchange Act of 1934, as amended(the “SEC Filings”); (ii) Seller has been provided copies of with all other reasonably requested material information regarding BuyerParent; and (iii) Seller has been afforded an opportunity to ask questions of, and receive answers from, management of Buyer and Parent in connection with the Securities Consideration. Seller has not been furnished with any oral or written representation in connection with the purchase of the Securities Consideration by or on behalf of Buyer or Parent that Seller has relied on that is not contained in this Agreement. (c) Seller: (i) is an "“accredited investor" ” as defined in Rule 501 of Regulation D under the Securities Act; (ii) is not a “U.S. Person” within the meaning of Rule 902 of Regulation S promulgated under the Securities Act; (iii) has obtained, in its judgment, sufficient information to evaluate the merits and risks of the purchase of the Securities Consideration; (iiiiv) has sufficient knowledge and experience in financial and business matters to evaluate the merits and risks associated with such purchase of the Securities Consideration and to make an informed investment decision with respect thereto; and (ivv) has consulted with its own advisors with respect to the purchase of the Securities Consideration. (d) The Securities Consideration is being acquired for Seller's ’s own account for investment and not for the benefit or account of any other Person and not with a view to, or in connection with, any resale or distribution thereof unless thereof. In particular, Seller has no intention to distribute directly or indirectly, any of the shares of such Securities Consideration are subsequently registered in the United States or to U.S. Persons, except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and under the in each case only in accordance with applicable state and provincial securities Law of such states or an exemption from such registration is otherwise available. Laws. (e) Seller fully understands and agrees that it may have to bear the economic risk of the investment in the Securities Consideration for an indefinite period of time because, among other reasons, such Securities Consideration has not been registered under the Securities Act or under the securities Law of any states, and, therefore, the shares of such Securities Consideration are "“restricted securities" ” and cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and and, to the extent applicable, under the applicable state and provincial securities Law of such states Laws or an exemption from such registration is otherwise available, and until the restrictions set forth in the Lock-Up Agreement are fulfilled (f) Seller will not acquire the Securities Consideration as a result of, and will not engage, in any way, in any “directed selling efforts” (as defined in Regulation S) in the United States with respect to the Securities Consideration which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of any of the Securities Consideration; provided, however, that Seller may sell or otherwise dispose of the Securities Consideration pursuant to registration thereof under the Securities Act and any applicable state and provincial securities laws or under an exemption from such registration requirements. (g) Seller acknowledges and agrees that the statutory and regulatory basis for the exemption claimed for the offer of the Securities Consideration, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the Securities Act or any applicable state and provincial securities Laws. (h) Seller meets any additional suitability standards and/or financial requirements which may be required in the jurisdiction in which Seller is organized. In addition to resale restrictions imposed under US securities Laws, there may be additional restrictions on such Seller’s ability to resell any of the Securities Consideration under the laws governing the resale of securities in the country in which such Seller is organized and in which the Securities Consideration are sold. Seller agrees to strictly abide with such laws. (i) Seller understands and agrees that offers and sales of any of the Securities Consideration prior to the expiration of a period of six (6) months after the date of original issuance of such securities (the six month period hereinafter referred to as the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the Securities Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the Securities Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities Laws. (j) Except as set forth in Section 2.7 above, Seller understands that neither Buyer nor Parent is not under any obligation to register such Securities Consideration on Seller's ’s behalf or to assist Seller in complying with any exemption from registration under the Securities Act or applicable state securities Law, except as set forth in the Transactional Documents. Seller understands that unless the shares of such Securities Consideration are eligible for sale pursuant to Rule 144(d), Buyer Parent may require, as a condition to registering the transfer of such Securities Consideration, an opinion of counsel reasonably satisfactory to Buyer Parent to the effect that such transfer does not violate such registration requirements.

Securities Law. (a) The Seller acknowledges that the offer and sale by the Buyer of the Securities Consideration is intended to be exempt from registration under the Securities Act and all applicable state securities Law. (b) Selleracknowledges: (i) Seller has been furnished via the SEC’s XXXXX system with a copy of Parent’s Form 10-K for the year ended December 31, 2015 filed with the SEC on March 3, 2016, and all quarterly and current reports or documents required to be filed by the Buyer thereafter with the SEC through the date of this Agreement pursuant to the Securities Exchange Act of 1934, as amended(the “SEC Filings”); (ii) Seller has been provided copies of with all other reasonably requested material information regarding BuyerParent and its Subsidiaries; and (iii) Seller has been afforded an opportunity to ask questions of, and receive answers from, management of Buyer Parent in connection with the Securities ConsiderationShares. The Seller has not been furnished with any oral or written representation in connection with the purchase of the Securities Consideration Shares by or on behalf of Buyer Parent or any Subsidiary that Seller has relied on that is not contained in this AgreementAmendment. (cb) The Seller: (i) is an "“accredited investor" ” as defined in Rule 501 of Regulation D under the Securities Act; (ii) is not a “U.S. Person” within the meaning of Rule 902 of Regulation S promulgated under the Securities Act; (iii) has obtained, in its judgment, sufficient information to evaluate the merits and risks of the purchase of the Securities ConsiderationShares; (iiiiv) has sufficient knowledge and experience in financial and business matters to evaluate the merits and risks associated with such purchase of the Securities Consideration Shares and to make an informed investment decision with respect thereto; and (ivv) has consulted with its own advisors with respect to the purchase of the Securities ConsiderationShares. (dc) The Securities Consideration is Shares are being acquired for Seller's ’s own account for investment and not for the benefit or account of any other Person and not with a view to, or in connection with, any resale or distribution thereof unless thereof. In particular, Seller has no intention to distribute directly or indirectly, any of the shares of such Securities Consideration are subsequently registered Shares in the United States or to U.S. Persons, except pursuant to an effective registration statement under the Securities Act and in accordance with applicable state and provincial securities Laws. (d) The Seller will not acquire the Shares as a result of, and will not engage, in any way, in any “directed selling efforts” (as defined in Regulation S) in the United States with respect to the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of any of the Shares; provided, however, that Seller may sell or otherwise dispose of the Shares Consideration pursuant to registration thereof under the Securities Act and any applicable state and provincial securities Law of such states laws or under an exemption from such registration requirements. (e) The Seller meets any additional suitability standards and/or financial requirements which may be required in the jurisdiction in which Seller is otherwise availableorganized. In addition to resale restrictions imposed under US securities Laws, there may be additional restrictions on Seller’s ability to resell any of the Shares under the laws governing the resale of securities in the country in which Seller fully is organized and in which the Shares are sold. The Seller agrees to strictly abide with such laws. (f) The Seller understands and agrees that it may have to bear the economic risk all offers and sales of the investment Shares shall be made only in compliance with the Securities Consideration for an indefinite period registration provisions of time because, among other reasons, such Securities Consideration has not been registered under the Securities Act or under the securities Law of any states, and, therefore, the shares of such Securities Consideration are "restricted securities" and cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities Law of such states or an exemption from such registration is otherwise available. Seller understands that Buyer is not under any obligation to register such Securities Consideration on Seller's behalf or to assist Seller therefrom and in complying each case only in accordance with any exemption from registration under the Securities Act or applicable state and provincial securities Law, except as set forth in the Transactional Documents. Seller understands that unless the shares of such Securities Consideration are eligible for sale pursuant to Rule 144(d), Buyer may require, as a condition to registering the transfer of such Securities Consideration, an opinion of counsel satisfactory to Buyer to the effect that such transfer does not violate such registration requirementsLaws.