Common use of Securities Laws Matters Clause in Contracts

Securities Laws Matters. Each Seller is acquiring LTC Shares hereunder for his own account for investment and not with a view to, or for the sale in connection with, any "distribution" of the LTC Shares, as such term is used in Section 2(11) of the Securities Act. Each Seller has had the opportunity to discuss the transactions contemplated hereby with the Purchaser and has been afforded, prior to execution of this Agreement, the opportunity to ask questions of, and receive answers from the Purchaser and to obtain any additional information relating to the transactions contemplated hereby as such Seller has requested. Each Seller acknowledges receiving and reviewing the Purchaser's prospectus, dated November 24, 1997 (the "Prospectus"). Each Seller is an "ACCREDITED INVESTOR" within the meaning of Regulation D promulgated under the Securities Act and has such knowledge and experience in business or financial matters that he is capable of evaluating the merits and risks of an investment in the LTC Shares. Each Seller can bear the economic risk of losing his investment in the LTC Shares and has adequate means for providing for his current financial needs and contingencies. Each Seller acknowledges and agrees that the LTC Shares will be restricted securities within the meaning of Rule 144 and will not be sold or otherwise disposed of, except (a) pursuant to an exemption from the registration requirements under applicable state securities laws and the Securities Act, (b) in accordance with Rule 144 or (c) pursuant to an effective registration statement filed by the Purchaser with the Securities and Exchange Commission under applicable state securities laws and the Securities Act. Each Seller is a resident of Georgia. The Sellers acknowledge and agree that the Purchaser may, unless a registration statement is in effect covering such LTC Shares or unless the holders thereof comply with Rule 144, place stop transfer orders with its transfer agent with respect to such certificates in accordance with federal securities laws.

Securities Laws Matters. Each Seller is acquiring LTC Shares the Purchaser Common Stock hereunder for his own account for investment and not with a view to, or for the sale in connection with, any "“distribution" ” of the LTC SharesPurchaser Common Stock, as such term is used in Section 2(11) of the Securities Act. Each Seller has had the opportunity to discuss the transactions contemplated hereby with the Purchaser and has been afforded, prior to execution of this Agreement, the opportunity to ask questions of, and receive answers from the Purchaser and to obtain any additional information relating to the transactions contemplated hereby as such Seller has requested. Each Seller acknowledges receiving and reviewing the Purchaser's prospectus, dated November 24, 1997 (the "Prospectus"). Each Seller is an "ACCREDITED INVESTOR" “accredited investor” within the meaning of Regulation D promulgated under the Securities Act and has such knowledge and experience in business or financial matters that he is capable of evaluating the merits and risks of an investment in the LTC SharesPurchaser Common Stock. Each Seller can bear the economic risk of losing his investment in the LTC Shares Purchaser Common Stock and has adequate means for providing for his current financial needs and contingencies. Each Seller acknowledges and agrees that the LTC Shares Purchaser Common Stock will be “restricted securities securities” within the meaning of Rule 144 and will can not be sold or otherwise disposed of, except (a) pursuant to an exemption from the registration requirements under applicable state securities laws and the Securities Act, (b) in accordance with Rule 144 or (c) pursuant to an effective registration statement filed by the Purchaser with the Securities and Exchange Commission under applicable state securities laws and the Securities Act. Each Seller is a resident of Georgiaof, and the Purchaser Common Stock will come to rest, in the states set forth in the addresses on the signature pages hereto. The Sellers acknowledge Each Seller acknowledges and agree agrees that the Purchaser may, unless a registration statement is in effect covering such LTC Shares Purchaser Common Stock or unless the holders thereof comply with Rule 144, place stop transfer orders with its transfer agent with respect to such certificates in accordance with federal securities laws.

Securities Laws Matters. Each Seller (a) BCP is acquiring LTC Shares hereunder an “accredited investor” (as defined in Rule 501(a) under the Securities Act). The shares of KCAP Common Stock to be acquired by BCP pursuant to the Stock Purchases (the “BCP Acquired Shares”) will be acquired by BCP for his its own account for investment account, not as a nominee or agent, and not with a view to, to or for the sale in connection with, any "distribution" of the LTC Shares, as such term is used in Section 2(11) of the Securities Act. Each Seller has had the opportunity to discuss the transactions contemplated hereby with the Purchaser and has been afforded, prior to execution public sale or public distribution of this Agreement, the opportunity to ask questions of, and receive answers from the Purchaser and to obtain any additional information relating to the transactions contemplated hereby as such Seller has requested. Each Seller acknowledges receiving and reviewing the Purchaser's prospectus, dated November 24, 1997 (the "Prospectus"). Each Seller is an "ACCREDITED INVESTOR" within the meaning of Regulation D promulgated under the Securities Act and has such knowledge and experience in business or financial matters that he is capable of evaluating the merits and risks of an investment in the LTC BCP Acquired Shares. Each Seller can bear the economic risk of losing his investment BCP is not acting as an agent, representative, intermediary, nominee, derivative counterparty or in the LTC Shares and has adequate means a similar capacity for providing for his current financial needs and contingencies. Each Seller acknowledges and agrees any other Person, nominee account or beneficial owner. (b) BCP understands that the LTC BCP Acquired Shares will be are restricted securities within the meaning of Rule 144 under the Securities Act and will that the BCP Acquired Shares are not registered and must be sold held indefinitely unless they are subsequently registered or otherwise disposed of, except (a) pursuant to an exemption from the such registration requirements under applicable state securities laws and the Securities Act, (b) in accordance with Rule 144 or is available. (c) pursuant to an effective registration statement filed by BCP further understands that each certificate representing the Purchaser BCP Acquired Shares shall be stamped or otherwise imprinted with a legend substantially in the Securities and Exchange Commission under applicable state securities laws and the Securities Actfollowing form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. Each Seller is a resident of Georgia. The Sellers acknowledge and agree that the Purchaser mayTHESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, unless a registration statement is in effect covering such LTC Shares or unless the holders thereof comply with Rule 144SOLD, place stop transfer orders with its transfer agent with respect to such certificates in accordance with federal securities lawsTRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS.

Securities Laws Matters. Each Seller is acquiring LTC confirms that the Consideration Shares hereunder to be acquired by such Seller will be acquired for his such Seller’s own account for investment account, not as a nominee or agent, and not with a view toto the resale or distribution of any part thereof, and that such Seller has no present intention of selling, granting any participation in, or for otherwise distributing the sale in connection withsame. Each Seller further represents that it does not presently have any contract, undertaking, agreement or arrangement with any "distribution" Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the LTC Consideration Shares, as such term is used in Section 2(11) of the Securities Act. Each Seller has had the an opportunity to discuss Parent’s business, management, and financial affairs with Parent’s management. Each Seller understands that the transactions contemplated hereby 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 Sellers’ representations as expressed herein. Each Seller understands that the Consideration Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, such Seller must hold the Consideration Shares indefinitely unless they are registered with the Purchaser Securities and has been affordedExchange Commission and qualified by state authorities, prior to execution of this Agreement, the opportunity to ask questions of, or an exemption from such registration and receive answers from the Purchaser and to obtain any additional information relating to the transactions contemplated hereby as such Seller has requestedqualification requirements is available. Each Seller acknowledges receiving that Parent has no obligation to register or qualify the Consideration Shares. Each Seller further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and reviewing manner of sale, the Purchaser's prospectusholding period for the Consideration Shares, dated November 24and on requirements relating to Parent which are outside of such Seller’s control, 1997 (and which Parent is under no obligation and may not be able to satisfy. Each Seller understands that no public market now exists for the "Prospectus")Consideration Shares, and that such Seller has made no assurances that a public market will ever exist for the Consideration Shares. Each Seller is an "ACCREDITED INVESTOR" within the meaning accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act and has such knowledge and experience in business or financial matters that he is capable of evaluating the merits and risks of an investment in the LTC Shares. Each Seller can bear the economic risk of losing his investment in the LTC Shares and has adequate means for providing for his current financial needs and contingencies. Each Seller acknowledges and agrees that the LTC Shares will be restricted securities within the meaning of Rule 144 and will not be sold or otherwise disposed of, except (a) pursuant to an exemption from the registration requirements under applicable state securities laws and the Securities Act, (b) in accordance with Rule 144 or (c) pursuant to an effective registration statement filed by the Purchaser with the Securities and Exchange Commission under applicable state securities laws and the Securities Act. Each Seller is a resident of Georgia. The Sellers acknowledge and agree understands that the Purchaser mayConsideration Shares and any securities issued in respect of or exchange for the Consideration Shares, unless a registration statement is in effect covering may be notated with one or all of the following legends: “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. 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.” Any legend required by the securities laws of any state or other jurisdiction to the extent such LTC laws are applicable to the Consideration Shares represented by the certificate, instrument, or unless the holders thereof comply with Rule 144, place stop transfer orders with its transfer agent with respect to such certificates in accordance with federal securities lawsbook entry so legended.

Securities Laws Matters. Each Seller is Because of the exemptions from the registration requirements of the Securities Act of 1933 (the “Act”) and from the qualification requirements of the CGCL relied upon by Omnitek in issuing the shares of Omnitek Common Stock under Section 1 above (the “Securities”), the Shareholder represent and warrant that they: 6.1 Are aware that such Securities are highly speculative and that there can be no assurance as to what return, if any, there may be. 6.2 Are aware of Omnitek's business affairs and financial condition and have acquired sufficient information about Omnitek to reach an informed and knowledgeable decision to acquire such Securities. 6.3 Are each acquiring LTC Shares hereunder such Securities for investment for his or her own account for investment only and not with a view to, or for the sale in connection with, any "“distribution" of the LTC Shares, as such term is used in Section 2(11) of the Securities Act. Each Seller has had the opportunity to discuss the transactions contemplated hereby with the Purchaser and has been afforded, prior to execution of this Agreement, the opportunity to ask questions of, and receive answers from the Purchaser and to obtain any additional information relating to the transactions contemplated hereby as such Seller has requested. Each Seller acknowledges receiving and reviewing the Purchaser's prospectus, dated November 24, 1997 (the "Prospectus"). Each Seller is an "ACCREDITED INVESTOR" ” thereof within the meaning of Regulation D the Act or the CGCL. 6.4 Understand that such Securities have not been registered under the Act or qualified under the Law by reason of specific exemptions therefrom, which exemptions depend upon, among other things, the bona fide nature of the Shareholder’ investment intent as expressed herein. In this connection, the Shareholder’ understand that, in the view of the SEC, the statutory basis for one exemption from the Act may not be present if their representations mean that their present intentions are to hold such shares for a minimum capital gains period under the tax statutes, for a deferred sale, for a market rise, for a sale if the market does not rise, or for a year or any other fixed period in the future. 6.5 Understand that such Securities must be held indefinitely unless subsequently registered under the Act and qualified under the Law or an exemption from such registration and such qualification is available, and that, except as set forth in Section 7 below, Omnitek is under no obligation to effect such registration or qualification or to assure the availability of any such exemption. 6.6 Are aware of Rule 144 promulgated under the Act which permits limited public resale of the Securities Act if it is acquired in a non-public offering subject to the satisfaction of certain conditions, including, among other things: the availability of certain public information about Omnitek, the resale occurring not less than one (1) year after he or she purchased and completed payment for the Securities to be sold, the sale being made on the public market through a broker in an unsolicited “broker's transaction” or to a “market maker” and the amount of the Securities sold during any three-month period not exceeding specified limitations (generally, one percent (1%) of all Common Stock outstanding); except that such conditions need not be met by a person who is not an affiliate of Omnitek at the time of sale and has not been an affiliate for the preceding three (3) months, if the Securities to be sold have been beneficially owned by such knowledge and experience in business person for at least two (2) years prior to their sale. The Common Stock may not be publicly traded or financial matters that he is capable of evaluating Omnitek may not be satisfying the merits and risks of an investment in the LTC Shares. Each Seller can bear the economic risk of losing his investment in the LTC Shares and has adequate means for providing for his current financial needs and contingencies. Each Seller acknowledges and agrees that the LTC Shares will be restricted securities within the meaning public information requirements of Rule 144 at the time a Shareholder wishes to sell the Securities; and thus, they may be precluded from selling the Securities under Rule 144 even though the minimum holding period may have been satisfied. 6.7 Further understand that in the event the requirements of Rule 144 are not met, registration under the Act, compliance with Regulation A or some other registration exemption will be required for any disposition of the Securities; and that, although Rule 144 is not be sold or otherwise disposed ofexclusive, except (a) the Commission has expressed its opinion that persons proposing to sell private placement Securities other than in a registered offering and other than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from the registration requirements under applicable state securities laws is available for such offers or sales and that such persons and the Securities Act, (b) brokers who participate in accordance with Rule 144 or (c) pursuant to an effective registration statement filed by such transactions do so at their own risk. 6.8 Understand that the Purchaser with certificates evidencing the Securities and Exchange Commission under applicable state securities laws and will be imprinted with legends in substantially the Securities Actfollowing form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Each Seller is a resident of Georgia. The Sellers acknowledge and agree that the Purchaser mayTHE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, unless a registration statement is in effect covering such LTC Shares or unless the holders thereof comply with Rule 144TRANSFERRED, place stop transfer orders with its transfer agent with respect to such certificates in accordance with federal securities lawsASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION FOR THESE SHARES UNDER SUCH ACT OR AN OPINION OF THE COMPANY'S COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

Securities Laws Matters. Each Seller Selling Stockholder is acquiring LTC Shares the Buyer Common Stock hereunder for his own account for investment and not with a view to, or for the sale in connection with, any "distribution" of the LTC SharesBuyer Common Stock, as such term is used in Section 2(11) of the Securities Act. Each Seller Selling Stockholder has had the opportunity to discuss the transactions contemplated hereby by this Agreement with the Purchaser Buyer and has been afforded, prior to the execution of this Agreement, the opportunity to ask questions of, and receive answers from the Purchaser Buyer and to obtain any additional information relating to the transactions contemplated hereby as such Seller Selling Stockholder has requested. Each Seller acknowledges receiving and reviewing the Purchaser's prospectus, dated November 24, 1997 (the "Prospectus"). Each Seller Selling Stockholder is an "ACCREDITED INVESTORaccredited investor" within the meaning of Regulation D promulgated under the Securities Act and has such knowledge and experience in business or financial matters that he is capable of evaluating the merits and risks of an investment in the LTC SharesBuyer Common Stock. Each Seller can bear the economic risk of losing his investment in the LTC Shares and has adequate means for providing for his current financial needs and contingencies. Each Seller Selling Stockholder acknowledges and agrees that the LTC Shares Buyer Common Stock will be "restricted securities securities" within the meaning of Rule 144 under the Securities Act and will cannot be sold or otherwise disposed of, except (a) pursuant to an exemption from the registration requirements under applicable state securities laws and the Securities Act, (b) in accordance with Rule 144 144, or (c) pursuant to an effective registration statement filed by the Purchaser Buyer with the Securities and Exchange Commission SEC under applicable state securities laws and the Securities Act. Each Seller is a resident of Georgia. The Sellers acknowledge Selling Stockholder acknowledges and agree agrees that the Purchaser Buyer may, unless a registration statement is in effect covering such LTC Shares Buyer Common Stock or unless the holders thereof comply with Rule 144, place stop transfer orders with its transfer agent with respect to such certificates in accordance with federal securities laws.

Securities Laws Matters. Each Seller is acquiring LTC Shares hereunder for his own account 2.13.1 The Notes will be acquired for investment for each of the Seller's own account, not as a nominee or agent, and not with a view toto the resale or distribution of any part thereof. Such Seller has no present intention of selling, granting any participation in, or for otherwise distributing the sale in connection withsame. Such Seller further represents that such Seller does not have any Contract, undertaking, agreement or arrangement with any "distribution" Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the LTC Shares, as such term is used in Section 2(11) of Notes. 2.13.2 Sellers have received all the Securities Actinformation they consider necessary or appropriate for deciding whether to acquire the Notes. Each Seller has further represents that they have had the opportunity to discuss the transactions contemplated hereby with the Purchaser and has been afforded, prior to execution of this Agreement, the an opportunity to ask questions of, and receive answers from Purchaser regarding the Purchaser terms and to obtain any additional information relating to conditions of the transactions contemplated hereby as such Seller has requested. Notes and the business, properties and financial condition of Purchaser. 2.13.3 Each Seller acknowledges receiving and reviewing can bear the Purchaser's prospectuseconomic risk of their investment, dated November 24, 1997 (the "Prospectus"). Each Seller is an "ACCREDITED INVESTOR" within the meaning of Regulation D promulgated under the Securities Act and has such knowledge and experience in financial or business or financial matters that he is they are capable of evaluating the merits and risks of an the investment in the LTC Shares. Notes. 2.13.4 Each Seller can bear the economic risk of losing his investment in the LTC Shares and has adequate means for providing for his current financial needs and contingencies. Each Seller acknowledges and agrees that the LTC Shares will be restricted securities is an "accredited investor" within the meaning of Rule 144 and will not be sold or otherwise disposed of, except (a) pursuant to an exemption from the registration requirements under applicable state securities laws and the Securities Act, (b) in accordance with Rule 144 or (c) pursuant to an effective registration statement filed by the Purchaser with the Securities and Exchange Commission Rule 501 of Regulation D, as presently in effect. 2.13.5 Each Seller understands that the Notes they are acquiring are characterized as "restricted securities" under applicable state the federal securities laws inasmuch as they are being acquired from Purchaser in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the federal securities laws only in certain limited circumstances. In this connection, each Seller represents that they are familiar with Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act of 1933, as amended (the "Securities Act"). 2.13.6 Without in any way limiting the representations set forth above, each Seller further agrees not to make any disposition of all or any portion of the Notes unless and until: (a) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) Such Seller shall have notified Purchaser of the proposed disposition and shall have furnished Purchaser with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by Purchaser, such Seller shall have furnished Purchaser with an opinion of counsel, reasonably satisfactory to Purchaser, that such disposition will not require registration of such shares under the Securities Act. Each Seller It is a resident agreed that Purchaser will not require opinions of Georgia. The Sellers acknowledge and agree counsel for transactions made pursuant to Rule 144 except in unusual circumstances. 2.13.7 It is understood that the Purchaser mayNotes may bear the following legend in addition to any other legends called for by Delaware law or this Agreement: "These securities have not been registered under the Securities Act of 1933, unless as amended, or any state securities laws. They may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement is in effect covering such LTC Shares or unless the holders thereof comply with Rule 144, place stop transfer orders with its transfer agent with respect to the securities under such certificates in accordance with federal securities lawsAct or an opinion of counsel satisfactory to the Company that such registration is not required or unless sold pursuant to Rule 144 of the Securities Act of 1933."

Securities Laws Matters. Each Seller is acquiring LTC Shares hereunder for his own account for investment and The Stockholder acknowledges receipt of advice from Holding that (i) the shares of Holding Common Stock have not with a view to, or for the sale in connection with, any "distribution" of the LTC Shares, as such term is used in Section 2(11) of the Securities Act. Each Seller has had the opportunity to discuss the transactions contemplated hereby with the Purchaser and has been afforded, prior to execution of this Agreement, the opportunity to ask questions of, and receive answers from the Purchaser and to obtain any additional information relating to the transactions contemplated hereby as such Seller has requested. Each Seller acknowledges receiving and reviewing the Purchaser's prospectus, dated November 24, 1997 (the "Prospectus"). Each Seller is an "ACCREDITED INVESTOR" within the meaning of Regulation D promulgated registered under the Securities Act of 1933 (the "Act") or qualified under any state securities or "blue sky" or non U.S. securities laws, (ii) it is not anticipated that there will be any public market for the shares of Holding Common Stock, (iii) the shares of Holding Common Stock must be held indefinitely and has such knowledge and experience in business or financial matters that he is capable of evaluating the merits and risks of an investment in the LTC Shares. Each Seller can Stockholder must continue to bear the economic risk of losing his the investment in the LTC Shares shares of Holding Common Stock unless such shares of Holding Common Stock are subsequently registered under the Act and has adequate means for providing for his current financial needs and contingencies. Each Seller acknowledges and agrees that the LTC Shares will be restricted such state or non U.S. securities within the meaning of Rule 144 and will not be sold laws or otherwise disposed of, except (a) pursuant to an exemption from such registration is available, (iv) Rule 144 promulgated under the Act ("Rule 144") is not presently available with respect to sales of any shares of Holding Common Stock and Holding has made no covenant to make Rule 144 available and Rule 144 is not anticipated to be available in the foreseeable future, (v) when and if the shares of Holding Common Stock may be disposed of without registration requirements in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule, (vi) if the exemption afforded by Rule 144 is not available, public sale of the shares of Holding Common Stock without registration will require the availability of an exemption under applicable state securities laws and the Securities Act, (bvii) restrictive legends in accordance with Rule 144 or the form set forth in the Stockholders Agreement shall be placed on the certificate representing the shares of Holding Common Stock and (cviii) pursuant to an effective registration statement filed by a notation shall be made in the Purchaser with appropriate records of the Securities and Exchange Commission under applicable state securities laws and the Securities Act. Each Seller is a resident of Georgia. The Sellers acknowledge and agree Holding indicating that the Purchaser mayshares of Holding Common Stock are subject to restrictions on transfer and, unless if Holding should in the future engage the services of a registration statement is in effect covering stock transfer agent, appropriate stop-transfer instructions will be issued to such LTC Shares or unless the holders thereof comply with Rule 144, place stop transfer orders with its transfer agent with respect to such certificates in accordance with federal securities lawsthe shares of Holding Common Stock.

Securities Laws Matters. Each (a) Seller is acquiring LTC or the respective designee understands that (i) the Issued Shares hereunder for his own account for investment are speculative investments, (ii) the Issued Shares are “restricted securities” inasmuch as they are being acquired from Purchaser in a transaction not involving a public offering and not with a view to, or for the sale in connection with, any "distribution" of the LTC Shares, as that under such term is used in Section 2(11) of the Securities Act. Each Seller has had the opportunity to discuss the transactions contemplated hereby with the Purchaser laws and has been afforded, prior to execution of this Agreement, the opportunity to ask questions of, and receive answers from the Purchaser and to obtain any additional information relating to the transactions contemplated hereby as applicable regulations such Seller has requested. Each Seller acknowledges receiving and reviewing the Purchaser's prospectus, dated November 24, 1997 (the "Prospectus"). Each Seller is an "ACCREDITED INVESTOR" within the meaning of Regulation D securities may be resold without registration under Rule 144 promulgated under the Securities Act only in certain limited circumstances, (iii) there are restrictions on the transferability of the Issued Shares under the Securities Act and similar state securities laws, (iv) it may not be possible to liquidate an investment in the Issued Shares immediately, (v) Seller or the respective designee is responsible for the costs of removing any such transfer restrictions, including expenses for legal opinions, (vi) Seller or the respective designee is able to bear the economic risk of this investment, to hold the Issued Shares indefinitely, and presently to afford a complete loss of this investment, and (vii) Seller or the respective designee has such knowledge and experience in financial and business or financial matters that he is capable of evaluating the merits and risks of an investment in the LTC Issued Shares and of making an informed investment decision. (b) Seller or the respective designee consents to the placement of a legend as outlined in Section 1.10(c) on any stock certificate evidencing the Issued Shares being delivered to Seller or the respective designee, or on the books of the Purchaser’s transfer agent evidencing the Issued Shares. Each If required by the authorities of any state in connection with the issuance or sale of the Issued Shares, the legend required by such state authority. (c) Seller can bear or the economic risk of losing his investment in the LTC Shares and has adequate means for providing for his current financial needs and contingencies. Each Seller respective designee acknowledges and agrees that that, as of the LTC date of issuance thereof, the Issued Shares will not be restricted registered under the Securities Act or the securities within the meaning Laws of Rule 144 any state and will not that such shares may be sold or otherwise disposed ofof only in one or more transactions registered under the Securities Act and, except (a) pursuant where applicable, such Laws, or as to which an exemption from the registration requirements under applicable state securities laws of the Securities Act and, where applicable, such Laws, is available. (d) Seller or the respective designee is acquiring the shares of Purchaser solely for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof in violation of the Securities Act. The Issued Shares to be received by Seller or the respective designee hereunder will be acquired for Seller’s or the respective designee’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, and Seller or the respective designee has no present intention of selling, granting any participation in, or otherwise distributing the same, and has no arrangement or understanding with any other persons regarding the distribution of such Issued Shares in violation of the Securities Act or any applicable state securities law without prejudice, however, to Seller’s or the respective designee’s right at all times to sell or otherwise dispose of all or any part of such Issued Shares in compliance with applicable federal and state securities Laws. Nothing contained herein shall be deemed a representation or warranty by Seller or the respective designee to hold the Issued Shares for any period of time. Seller or the respective designee is not a broker-dealer registered with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or an entity engaged in a business that would require him to be so registered. (e) Seller or the respective designee is an accredited investor (as defined in Rule 501(a) of Regulation D promulgated under the Securities Act), and has such knowledge and experience in business and financial matters so as to enable it to understand and evaluate the risks of and form an investment decision with respect to its investment in the Issued Shares and to protect its own interest in connection with such investment. (f) Purchaser has made available the annual report on Form 10-K for the year ended June 30, 2021, and Seller has had the opportunity to review such report. Seller or the respective designee has had an opportunity to receive all information related to Purchaser requested by him and to ask questions of and receive answers from Purchaser regarding the Purchaser, its business and the terms and conditions of the offering of the Issued Shares. Seller or the respective designee acknowledges receipt of copies of the all other reports filed by Purchaser with the Commission pursuant to Sections 13(a), 13(e), 14 and 15(d) of the Exchange Act since the filing of the Form 10-K and during the twelve (12) months preceding the date hereof. Neither such inquiries nor any other due diligence investigation conducted by Seller or the respective designee shall modify, limit or otherwise affect Seller’s or the respective designee’s right to rely on Purchaser’s representations and warranties contained in this Agreement or to exercise any remedy available to Seller or the respective designee under applicable Law or in equity. Investor is aware that COVID-19 and/or the economic disruptions resulting from COVID-19 may impact the Purchaser’s operations, financial results and condition to an extent currently unforeseeable by the Purchaser. (g) Seller or the respective designee did not learn of the investment in the Issued Shares as a result of any general solicitation or general advertising. (h) Since such time as Seller was first contacted by Purchaser or any other person acting on behalf of Purchaser regarding the transactions contemplated hereby, neither Seller nor the respective designee nor any Affiliate of Seller which (a) had knowledge of the transactions contemplated hereby, (b) has or shares discretion relating to Seller’s investments or trading or information concerning Seller’s or the respective designee’s investments, including in accordance with Rule 144 respect of the Issued Shares, or (c) pursuant is subject to an effective registration statement filed by Seller’s or the Purchaser with respective designee’s review or input concerning such Affiliate’s investments or trading has, directly or indirectly, effected or agreed to effect, or will directly or indirectly effect, any short sale, whether or not against the Securities and box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Commission under applicable state securities laws and the Securities Act. Each Seller is a resident of Georgia. The Sellers acknowledge and agree that the Purchaser may, unless a registration statement is in effect covering such LTC Shares or unless the holders thereof comply with Rule 144, place stop transfer orders with its transfer agent Act with respect to the Issued Shares, granted any other right (including, without limitation, any put or call option) with respect to the Issued Shares or with respect to any security that includes, relates to or derived any significant part of its value from the Issued Shares or otherwise sought to hedge its position in the Issued Shares (each, a “Prohibited Transaction”). Seller or the respective designee acknowledges that the representations, warranties and covenants contained in this Section 2.31(h) are being made for the benefit of the Seller or the respective designee as well as the Purchaser. (i) Seller or the respective designee acknowledges that as a result of the transaction contemplated by this Agreement, Seller or the respective designee may be obligated to comply with Section 16 of the Exchange Act, including making filings with the Commission, such certificates in accordance with federal securities lawsas Schedule 13 or Form 3, 4 or 5.

Securities Laws Matters. Each Seller Selling Stockholder is acquiring LTC Shares the Buyer Common Stock ad Notes hereunder for his own account for investment and not with a view to, or for the sale in connection with, any "“distribution" ” of the LTC SharesBuyer Common Stock or Notes, as such term is used in Section 2(11) of the Securities Act. Each Seller Selling Stockholder has had the opportunity to discuss the transactions contemplated hereby by this Agreement with the Purchaser Buyer and has been afforded, prior to the execution of this Agreement, the opportunity to ask questions of, and receive answers from the Purchaser Buyer and to obtain any additional information relating to the transactions contemplated hereby as such Seller Selling Stockholder has requested. Each Seller acknowledges receiving and reviewing the Purchaser's prospectus, dated November 24, 1997 (the "Prospectus"). Each Seller Selling Stockholder is an "ACCREDITED INVESTOR" “accredited investor” within the meaning of Regulation D promulgated under the Securities Act and has such knowledge and experience in business or financial matters that he is capable of evaluating the merits and risks of an investment in the LTC SharesBuyer Common Stock and Notes. Each Seller can bear the economic risk of losing his investment in the LTC Shares and has adequate means for providing for his current financial needs and contingencies. Each Seller Selling Stockholder acknowledges and agrees that the LTC Shares Buyer Common Stock and Notes will be “restricted securities securities” within the meaning of Rule 144 under the Securities Act and will cannot be sold or otherwise disposed of, except (a) pursuant to an exemption from the registration requirements under applicable state securities laws and the Securities Act, (b) in accordance with Rule 144 144, or (c) pursuant to an effective registration statement filed by the Purchaser Buyer with the Securities and Exchange Commission SEC under applicable state securities laws and the Securities Act. Each Seller is a resident of Georgia. The Sellers acknowledge Selling Stockholder acknowledges and agree agrees that the Purchaser Buyer may, unless a registration statement is in effect covering such LTC Shares Buyer Common Stock and Notes or unless the holders thereof comply with Rule 144, place stop transfer orders with its transfer agent with respect to such certificates in accordance with federal securities laws.

Securities Laws Matters. Each Seller is acquiring LTC Shares hereunder for his own account for investment and not with a view to, or for the sale in connection with, any "distribution" of the LTC Shares, as such term is used in Section 2(11(a) of the Securities Act. Each Seller has had the opportunity to discuss the transactions contemplated hereby with the Purchaser and has been afforded, prior to execution of this Agreement, the opportunity to ask questions of, and receive answers from the Purchaser and to obtain any additional information relating to the transactions contemplated hereby as such Seller has requested. Each Seller acknowledges receiving and reviewing that the Purchaser's prospectus, dated November 24, 1997 Shares (the "ProspectusSecurities"). Each Seller is an "ACCREDITED INVESTOR" within the meaning of Regulation D promulgated , will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration becomes or is available. (b) Seller represents and warrants that its principal place of business is located in the State of Tennessee and that Buyer has not communicated with Seller with respect to the offer or sale of the Securities at any time while Seller was located in any other state. (c) Seller represents and warrants that: (i) it is well versed in financial matters and has such knowledge and experience in financial and business or financial matters and that he it is fully capable of evaluating understanding the merits and risks of the investment being made in the Securities and the risks involved in connection therewith; (ii) it is acting herein for its own account and is acquiring the Securities for investment without a view to the resale or other distribution thereof. It is financially able to hold the Securities for long-term investment, believes that the nature and amount of the Securities to be acquired hereunder is consistent with its overall investment program and financial position, and recognizes that there are substantial risks involved in an investment in the LTC Shares. Each Seller can bear Securities; and (iii) it has received and reviewed the economic risk prospectus related to the initial public offering of losing his investment in TJG common shares, its annual report on Form 10-K for the LTC Shares year ended December 31, 1997, and has adequate means its quarterly reports on Form 10-Q for providing for his current financial needs the three months ended March 31, 1998 and contingencies. Each June 30, 1998. (d) Seller acknowledges and agrees that TJG may, if it so desires, permit transfers, or authorize its transfer agent to permit transfers, of the LTC Shares will be restricted securities within Securities only when such Securities have been registered under the meaning Securities Act or when the request for transfer is accompanied by satisfactory assurance (including, if requested, an opinion of Rule 144 and will counsel acceptable to TJG ) that the sale or proposed transfer does not be sold or otherwise disposed of, except (a) pursuant to an exemption from the require registration requirements under applicable state securities laws and the Securities Act, (b) in accordance with Rule 144 or (c) pursuant to an effective registration statement filed by the Purchaser with the Securities and Exchange Commission under applicable state securities laws and the Securities Act. Each Seller is agrees that a resident of Georgia. The Sellers acknowledge and agree that the Purchaser may, unless a registration statement is in effect covering such LTC Shares or unless the holders thereof comply with Rule 144, place stop transfer orders with its transfer agent with respect legend to such certificates in accordance with federal securities lawseffect will be placed on the Securities.

Securities Laws Matters. Each Seller Selling Stockholder is acquiring LTC Shares hereunder the Earnout Payment and the shares of Buyer Common Stock issuable upon delivery of the Earnout Payment (the “Earnout Securities”) for his own account for investment and not with a view to, or for the sale in connection with, any "“distribution" ” of the LTC SharesEarnout Securities, as such term is used in Section 2(11) of the Securities Act. , Each Seller Selling Stockholder has had the opportunity to discuss the transactions contemplated hereby by this Agreement with the Purchaser Buyer and has been afforded, prior to the execution of this Agreement, the opportunity to ask questions of, and receive answers from the Purchaser Buyer and to obtain any additional information relating to the transactions contemplated hereby as such Seller Selling Stockholder has requested. Each Seller acknowledges receiving Selling Stockholder has received copies of an reviewed Buyer’s Annual Report on Form 10-K for the year ended June 30, 2004 and reviewing Buyer’s SEC Filings made since the Purchaser's prospectus, dated November 24, 1997 (the "Prospectus")filing of such Annual Report. Each Seller Selling Stockholder is an "ACCREDITED INVESTOR" “accredited investor” within the meaning of Regulation D promulgated under the Securities Act and has such knowledge and experience in business or financial matters that he is capable of evaluating the merits and risks of an investment in the LTC SharesBuyer Common Stock. Each Seller can bear the economic risk of losing his investment in the LTC Shares and has adequate means for providing for his current financial needs and contingencies. Each Seller Selling Stockholder acknowledges and agrees that the LTC Shares will be Earnout Securities are “restricted securities securities” within the meaning of Rule 144 under the Securities Act and will cannot be sold or otherwise disposed of, except (a) pursuant to an exemption from the registration requirements under applicable state securities laws and the Securities Act, (b) in accordance with Rule 144 144, or (c) pursuant to an effective registration statement filed by the Purchaser Buyer with the Securities and Exchange Commission SEC under applicable state securities laws and the Securities Act. Each Seller is a resident of Georgia. The Sellers acknowledge Selling Stockholder acknowledges and agree agrees that the Purchaser may, unless a registration statement is in effect covering such LTC Shares or unless the holders thereof comply with Rule 144, Buyer may place stop transfer orders with its transfer agent with respect to such certificates in accordance with federal securities laws.

Securities Laws Matters. Each Seller is acquiring LTC Shares hereunder for his own account for investment and not with a view to, or for the sale in connection with, any "distribution" of the LTC Shares, as such term is used in Section 2(11(a) of the Securities Act. Each Seller has had the opportunity to discuss the transactions contemplated hereby with the Purchaser and has been afforded, prior to execution of this Agreement, the opportunity to ask questions of, and receive answers from the Purchaser and to obtain any additional information relating to the transactions contemplated hereby as such Seller has requested. Each Seller acknowledges receiving that the Judge Shares and reviewing the Purchaser's prospectusmonies earned pursuant to Sections 2.1(c) and (d) hereof, dated November 24, 1997 if any (the "ProspectusSecurities"). Each Seller is an "ACCREDITED INVESTOR" within the meaning of Regulation D promulgated ) will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration becomes or is available. (b) Seller represents and warrants that his primary residence is located in the State of Washington. (c) Seller represents and warrants that: (i) Seller is well versed in financial matters and has such knowledge and experience in financial and business or financial matters and that he is fully capable of evaluating understanding the merits and risks of the investment being made in the Securities and the risks involved in connection therewith; (ii) Seller is acting herein for his own account and is acquiring the Securities for investment without a view to the resale or other distribution thereof. Seller is financially able to hold the Securities for long-term investment, believes that the nature and amount of the Securities to be acquired hereunder is consistent with such his overall investment program and financial position, and recognizes that there are substantial risks involved in an investment in the LTC Shares. Each Securities; (iii) Seller can bear is an "accredited investor" as defined in Rule 501(a) of Regulation D under the economic risk Securities Act; and (iv) Seller has received and reviewed the prospectus related to the initial public offering of losing his investment in Judge Group common shares, its annual report on Form 10-K for the LTC Shares year ended December 31, 1997, as amended, the quarterly report on Form 10-Q for the quarter ended March 31, 1998 and has adequate means for providing for his current financial needs and contingencies. Each each report on Form 8-K filed by Judge Group subsequent to its Form 10-K. (d) Seller acknowledges and agrees that Buyer may, if it so desires, permit transfers, or authorize its transfer agent to permit transfers, of the LTC Shares will be restricted securities within Securities only when such Securities have been registered under the meaning Securities Act or when the request for transfer is accompanied by satisfactory assurance (including, if requested, an opinion of Rule 144 and will counsel acceptable to Buyer) that the sale or proposed transfer does not be sold or otherwise disposed of, except (a) pursuant to an exemption from the require registration requirements under applicable state securities laws and the Securities Act, (b) in accordance with Rule 144 or (c) pursuant to an effective registration statement filed by the Purchaser with the Securities and Exchange Commission under applicable state securities laws and the Securities Act. Each each Seller is agrees that a resident of Georgia. The Sellers acknowledge and agree that the Purchaser may, unless a registration statement is in effect covering such LTC Shares or unless the holders thereof comply with Rule 144, place stop transfer orders with its transfer agent with respect legend to such certificates in accordance with federal securities lawseffect will be placed on the Securities.

Securities Laws Matters. Each Seller is acquiring LTC Shares hereunder for his own account for investment (a) Xxxxx Partnership and not with a view to, or for the sale in connection with, any "distribution" of the LTC Shares, as such term is used in Section 2(11) of the Securities Act. Each Seller has had the opportunity to discuss the transactions contemplated hereby with the Purchaser and has been afforded, prior to execution of this Agreement, the opportunity to ask questions of, and receive answers from the Purchaser and to obtain any additional information relating to the transactions contemplated hereby as such Seller has requested. Each Seller acknowledges receiving and reviewing Xxxx Partnership each acknowledge that the Purchaser's prospectus, dated November 24, 1997 Common Stock (the "ProspectusSecurities") to be delivered with respect to the Stock Payment will not be registered under the Securities Act of 1933, as amended (the "Securities Act"). Each Seller , or under any state securities laws and may not be transferred except in a transaction which either is an "ACCREDITED INVESTOR" within the meaning of Regulation D promulgated registered under the Securities Act and any such state securities laws or is exempt from such registrations. Further, such Securities shall be subject to other agreements, including but not limited to the Stockholders' Agreement referred to in Article VII hereof, restricting their transferability and setting forth certain other restrictions. (b) Xxxxx Partnership represents and warrants that the Xxxxx Partnership place of formation and principal place of business are located in the State of Nevada and that Purchaser has such not communicated with the Xxxxx Partnership with respect to the offer or sale of the Securities at any time the Xxxxx Partnership was sitused in any other State. (c) Xxxx Partnership represents and warrants that the Xxxx Partnership place of formation and principal place of business are located in the State of Nevada and that Purchaser has not communicated with the Xxxx Partnership with respect to the offer or sale of the Securities at any time the Xxxx Partnership was sitused in any other State. (d) Xxxxx Partnership and Xxxx Partnership represent and warrant that: (i) Each is well versed in financial matters and has substantial knowledge and experience in financial and business or financial matters and that he each is fully capable of evaluating understanding the merits and risks of the investment being made in the Securities and the risks involved in connection therewith; (ii) Each is acting herein for its own account and is acquiring the Securities for investment without a view to the resale or other distribution thereof. Each is financially able to hold the Securities for long-term investment, believes that the nature and amount of the Securities to be acquired hereunder is consistent with its overall investment program and financial position, and recognizes that there are substantial risks involved in an investment in the LTC Shares. Securities; and (iii) Each Seller can bear has received and reviewed the economic risk of losing his investment in Purchaser's annual report on Form 10-K for the LTC Shares fiscal year ended December 31, 1999. (e) Xxxxx Partnership and has adequate means for providing for his current financial needs and contingencies. Each Seller Xxxx Partnership each acknowledges and agrees that Purchaser may, if it so desires, permit transfers, or authorize its transfer agent to permit transfers, of the LTC Shares will be restricted securities within Securities only when such Securities have been registered under the meaning of Rule 144 and will not be sold or otherwise disposed of, except (a) pursuant to an exemption from the registration requirements under Securities Act and/or applicable state securities laws and and/or when the request for transfer is accompanied by satisfactory assurances (including, if requested, an opinion of counsel acceptable to Purchaser) that the sale or proposed transfer does not require registration under the Securities Act, (b) in accordance with Rule 144 or (c) pursuant to an effective registration statement filed by the Purchaser with the Securities Act and Exchange Commission under applicable state securities laws laws, and the Securities Act. Each Seller is each agrees that a resident of Georgia. The Sellers acknowledge and agree that the Purchaser may, unless a registration statement is in effect covering such LTC Shares or unless the holders thereof comply with Rule 144, place stop transfer orders with its transfer agent with respect legend to such certificates in accordance with federal securities lawseffect will be placed on the Securities.

Securities Laws Matters. Each Seller is acquiring LTC Shares hereunder for his own account for investment and not with a view to, or for the sale in connection with, any "distribution" of the LTC Shares, as such term is used in Section 2(11(a) of the Securities Act. Each Seller has had the opportunity to discuss the transactions contemplated hereby with the Purchaser and has been afforded, prior to execution of this Agreement, the opportunity to ask questions of, and receive answers from the Purchaser and to obtain any additional information relating to the transactions contemplated hereby as such Seller has requested. Each Seller acknowledges receiving that the Judge Shares and reviewing the Purchaser's prospectusmonies earned pursuant to Sections 2(b) through (g) hereof, dated November 24, 1997 if any (the "ProspectusSecurities"). Each Seller is an "ACCREDITED INVESTOR" within the meaning of Regulation D promulgated ) will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration becomes or is available. 106 (b) Each Seller represents and warrants that the residence and principal place of business of such Seller is located in the states reflected in Schedule 1.1 and that Buyer has not communicated with such Seller with respect to the offer or sale of the Securities at any time such Seller was located in any other State. (c) Each Seller represents and warrants that: (i) such Seller is well versed in financial matters and has such knowledge and experience in financial and business or financial matters and that he it is fully capable of evaluating understanding the merits and risks of the investment being made in the Securities and the risks involved in connection therewith; (ii) such Seller is acting herein for such Seller's own account and is acquiring the Securities for investment without a view to the resale or other distribution thereof. Such Seller is financially able to hold the Securities for long-term investment, believes that the nature and amount of the Securities to be acquired hereunder is consistent with such Seller's overall investment program and financial position, and recognizes that there are substantial risks involved in an investment in the LTC Shares. Each Securities; and (iii) such Seller can bear has received and reviewed the economic risk prospectus related to the initial public offering of losing his investment in Judge Group common shares, its annual report on Form 10-K for the LTC Shares year ended December 31, 1997 and has adequate means for providing for his current financial needs and contingencies. each report on Form 8-K filed by Judge Group subsequent to its Form 10-K. (d) Each Seller acknowledges and agrees that Buyer may, if it so desires, permit transfers, or authorize its transfer agent to permit transfers, of the LTC Shares will be restricted securities within Securities only when such Securities have been registered under the meaning Securities Act or when the request for transfer is accompanied by satisfactory assurance (including, if requested, an opinion of Rule 144 and will counsel acceptable to Buyer) that the sale or proposed transfer does not be sold or otherwise disposed of, except (a) pursuant to an exemption from the require registration requirements under applicable state securities laws and the Securities Act, (b) in accordance with Rule 144 or (c) pursuant to an effective registration statement filed by the Purchaser with the Securities and Exchange Commission under applicable state securities laws and the Securities Act. Each each Seller is agrees that a resident of Georgia. The Sellers acknowledge and agree that the Purchaser may, unless a registration statement is in effect covering such LTC Shares or unless the holders thereof comply with Rule 144, place stop transfer orders with its transfer agent with respect legend to such certificates in accordance with federal securities lawseffect will be placed on the Securities.

Securities Laws Matters. Each Seller Because of the exemptions from the registration requirements of the Securities Act of 1933 (the "ACT") and from the qualification requirements of the California Corporate Securities Law of 1968 (the "LAW") relied upon by NHancement in issuing the Common Stock under Section 2, SVG represents and warrants that it: 13.1 Is aware that such Common Stock is highly speculative and that there can be no assurance as to what return, if any, there may be. 13.2 Is aware of NHancement's business affairs and financial condition and have acquired sufficient information about NHancement to reach an informed and knowledgeable decision to acquire such Common Stock. 13.3 Is acquiring LTC Shares hereunder for his own account such Common Stock for investment FOR ITS, HIS OR HER OWN ACCOUNT ONLY and not with a view to, or for the sale in connection with, any "distribution" of the LTC Shares, as such term is used in Section 2(11) of the Securities Act. Each Seller has had the opportunity to discuss the transactions contemplated hereby with the Purchaser and has been afforded, prior to execution of this Agreement, the opportunity to ask questions of, and receive answers from the Purchaser and to obtain any additional information relating to the transactions contemplated hereby as such Seller has requested. Each Seller acknowledges receiving and reviewing the Purchaser's prospectus, dated November 24, 1997 (the "Prospectus"). Each Seller is an "ACCREDITED INVESTOR" thereof within the meaning of Regulation D the Act or the Law (except that shares of Common Stock may be resold pursuant to and on the effectiveness of the S-3 Registration Statement referred to in Section 14 below). 13.4 Except for shares of Common Stock registered under the S-3, understands that such Common Stock has not been registered under the Act or qualified under the Law by reason of specific exemptions therefrom, which exemptions depend upon, among other things, the bona fide nature of SVG's investment intent as expressed herein. In this connection, SVG understands that, in the view of the SEC, the statutory basis for one exemption from the Act may not be present if their representations mean that their present intentions are to hold such shares for a minimum capital gains period under the tax statutes, for a deferred sale, for a market rise, for a sale if the market does not rise, or for a year or any other fixed period in the future. 13.5 Except for shares of Common Stock registered under the S-3 further understands that such Common Stock must be held indefinitely unless subsequently registered under the Act and qualified under the Law or an exemption from such registration and such qualification is available, and that, except as set forth in Section 14 below, NHancement is under no obligation to effect such registration or qualification or to assure the availability of any such exemption. 13.6 Is aware of Rule 144 promulgated under the Securities Act which permits limited public resale of the Common Stock if it is acquired in a non-public offering subject to the satisfaction of certain SVG Software Services, Inc. / NHancement Technologies Inc. Plan & Agreement of Reorganization Page 10 conditions, including, among other things: the availability of certain public information about the NHancement, the resale occurring not less than one (1) year after he or she purchased and completed payment for the Common Stock to be sold, the sale being made on the public market through a broker in an unsolicited "broker's transaction" or to a "market maker" and the amount of the Common Stock sold during any three-month period not exceeding specified limitations (generally, one percent (1%) of all Common Stock outstanding); except that such conditions need not be met by a person who is not an affiliate of the NHancement at the time of sale and has not been an affiliate for the preceding three (3) months, if the Common Stock to be sold have been beneficially owned by such knowledge and experience in business person for at least three (3) years prior to their sale. The Common Stock may not be publicly traded or financial matters that he is capable of evaluating NHancement may not be satisfying the merits and risks of an investment in the LTC Shares. Each Seller can bear the economic risk of losing his investment in the LTC Shares and has adequate means for providing for his current financial needs and contingencies. Each Seller acknowledges and agrees that the LTC Shares will be restricted securities within the meaning public information requirements of Rule 144 at the time SVG wishes to sell the Common Stock; and will thus, they may be precluded from selling the Common Stock under Rule 144 even though the minimum holding period may have been satisfied. 13.7 Further understand that in the event the requirements of Rule 144 are not be sold or otherwise disposed ofmet, except (a) pursuant to an exemption from registration under the registration requirements under applicable state securities laws and the Securities Act, (b) in accordance compliance with Regulation A or some other registration exemption will be required for any disposition of the Common Stock; and that, although Rule 144 or (c) pursuant to an effective registration statement filed by the Purchaser with is not exclusive, the Securities and Exchange Commission under applicable state securities laws (the "COMMISSION") has expressed its opinion that persons proposing to sell private placement Common Stock other than in a registered offering and other than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the Securities Act. Each Seller is a resident brokers who participate in such transactions do so at their own risk. 13.8 Except for shares of Georgia. The Sellers acknowledge and agree Common Stock registered under the S-3 understand that the Purchaser maycertificates evidencing the Common Stock will be imprinted with legends in substantially the following form: "THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT FOR THE NHANCEMENT'S OWN ACCOUNT AND NOT WITH A VIEW TO, unless a registration statement is in effect covering such LTC Shares or unless the holders thereof comply with Rule 144OR FOR RESALE IN CONNECTION WITH, place stop transfer orders with its transfer agent with respect to such certificates in accordance with federal securities lawsANY DISTRIBUTION THEREOF. NO SALE OR OTHER DISPOSITION OF SUCH SHARES MAY BE EFFECTED WITHOUT THE (1) REGISTRATION OF SUCH SALE OR DISPOSITION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND (2) QUALIFICATION OF SUCH SALE OR DISPOSITION UNDER THE CALIFORNIA CORPORATE SECURITIES LAW OF 1968, AS AMENDED, OR WITHOUT AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED."

Securities Laws Matters. Each Except as contemplated by this Agreement, Seller and/or each Shareholder is acquiring LTC Shares the Parent Common Stock hereunder for his own account for investment and not with a view to, or for the sale in connection with, any "distribution" of the LTC SharesParent Stock, as such term is used in Section 2(11) of the Securities Act. Each Seller Shareholder has had the opportunity to discuss the transactions contemplated hereby with the Purchaser Buyer and has been afforded, prior to execution of this Agreement, the opportunity to ask questions of, and receive answers from the Purchaser Buyer and to obtain any additional information relating to the transactions contemplated hereby as such Seller Shareholder has requested. Each Seller acknowledges receiving and reviewing the Purchaser's prospectus, dated November 24, 1997 (the "Prospectus"). Each Seller Shareholder is an "ACCREDITED INVESTORaccredited investor" within the meaning of Regulation D promulgated under the Securities Act and has such knowledge and experience in business or financial matters that he is capable of evaluating the merits and risks of an investment in the LTC SharesParent Common Stock. Each Seller Shareholder can bear the economic risk of losing his investment in the LTC Shares Parent Common Stock and has adequate means for providing for his current financial needs and contingencies. Each Seller EXECUTION COPY Shareholder acknowledges and agrees that the LTC Shares Parent Common Stock will be "restricted securities securities" within the meaning of Rule 144 and will can not be sold or otherwise disposed of, except (a) pursuant to an exemption from the registration requirements under applicable state securities laws and the Securities Act, (b) in accordance with Rule 144 or (c) pursuant to an effective registration statement filed by the Purchaser Buyer with the Securities and Exchange Commission under applicable state securities laws and the Securities Act. Each Seller Shareholder is a resident of Georgiaof, and the Parent Common Stock will come to rest, in the states set forth in the addresses on the signature pages hereto. The Sellers acknowledge Each Shareholder acknowledges and agree agrees that the Purchaser Buyer may, unless a registration statement is in effect covering such LTC Shares Parent Common Stock or unless the holders thereof comply with Rule 144, place stop transfer orders with its transfer agent with respect to such certificates in accordance with federal securities laws.