Common use of Securities Matters Clause in Contracts

Securities Matters. (a) The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “1933 Act”) of any interests in the Plan or any shares of Company Stock to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Company Stock pursuant hereto unless and until the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may require, as a condition of the issuance and delivery of certificates evidencing shares of Company Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Company Stock, if and when issued upon exercise of the Option, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is available. (b) The exercise of the Option shall be effective only at such time as counsel to the Company shall have determined that the issuance and delivery of shares of Company Stock pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may, in its sole discretion, defer the effectiveness of any exercise of the Option in order to allow the issuance of shares of Company Stock pursuant thereto to be made pursuant to registration or an exemption from registration or other methods for compliance available under federal or state securities laws. The Committee shall inform the Participant in writing of its decision to defer the effectiveness of the exercise of the Option. During the period that the effectiveness of the exercise of the Option has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto.

Securities Matters. (a) i. Exemption and Limitation on Resale The offer and sale of the Securities by the Company shall be under no obligation to effect the registration pursuant to EMC is exempt from the Securities Act of 1933, as amended (the “1933 Act”) and the Company has complied and will comply with all requirements of such exemption in all respects. Each certificate representing Securities shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” ii. Rule 144 and Resale. Upon EMC informing the Company in writing that it intends to sell or transfer all or any portion of the Securities that are eligible for resale under Rule 144 promulgated under the 1933 Act (including any Rule adopted in substitution or replacement thereof), the Company will allow such sale or transfer and not interfere in any way with such sale or transfer. In addition, the Company will certify in writing to any person at the request of EMC that the Company is in compliance with the Rule 144 current public information requirements to enable EMC to sell such person’s securities under Rule 144 [only if Rule 144 is available for the sale], and as may be applicable under the circumstances. If any certificate representing the Securities is presented to the Company’s transfer agent for registration or transfer in connection with any sales theretofore made in compliance with the securities laws, whether because the Securities are subject to an effective registration statement under the 1933 Act or are eligible for resale under Rule 144 [provided such certificate is duly endorsed for transfer by the appropriate person or accompanied by a separate stock power duly executed by the appropriate person in each case], the Company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such Securities to the transferee. All costs of such transfer shall be borne by the Company including the costs of any interests in the Plan or any shares of Company Stock to be issued thereunder or to effect similar compliance under any state lawslegal opinion. The Company shall not be obligated to cause to be issued or delivered fully comply with any certificates evidencing shares of Company Stock pursuant hereto unless and until the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may require, as a condition of the issuance and delivery of certificates evidencing shares of Company Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Company Stock, if and when issued upon exercise of the Option, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is available. (b) The exercise of the Option shall be effective only at such time as counsel to the Company shall have determined that the issuance and delivery of shares of Company Stock pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may, in its sole discretion, defer the effectiveness of any exercise of the Option in order to allow the issuance of shares of Company Stock pursuant thereto to be made pursuant to registration or an exemption from registration or other methods for compliance available under federal or state securities laws, rules and regulations governing the issuance of any such Securities or the resale by EMC. iii. The Committee shall inform Obligation to satisfy Public Information. In order to satisfy the Participant in writing adequate public informational requirements of its decision Rule 144, the Company will file all reports with the Securities and Exchange Commission (the “Commission”) pursuant to defer the effectiveness Section 13 of the exercise Securities Exchange Act of 1934, as amended (the Option. During “1934 Act”), and has or will file with the Commission all reports required to be filed by it forthwith, and shall continue to file such reports with the Commission so long as required, but for a period that the effectiveness of the exercise of the Option has been deferred, the Participant may, by written notice, withdraw not less than three years; and such exercise reports are or will be true and obtain the refund of any amount paid with respect theretocorrect in every material respect.

Securities Matters. (a) The Company shall be under no obligation to effect the registration Common Stock of PocketSpec is registered pursuant to the Securities Act of 1933, as amended (the “1933 Act”Section 12(g) of any interests in the Plan or any shares of Company Stock Exchange Act. PocketSpec has had the opportunity to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Company Stock pursuant hereto unless obtain on Sierra Norte's behalf true and until the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may require, as a condition complete copies of the issuance SEC Documents (except for exhibits and delivery of certificates evidencing shares of Company Stock pursuant incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Company Stock, if and when issued upon exercise of the Option, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is availabletransactions contemplated by this Agreement. (b) The exercise As of their respective dates, all of PocketSpec's reports, statements and other filings with the Option shall be effective only at such time as counsel to Commission (the Company shall have determined that the issuance and delivery of shares of Company Stock pursuant to such exercise is "SEC Documents") complied in compliance all material respects with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may, in its sole discretion, defer the effectiveness of any exercise Act or the Exchange Act as the case may be and the rules and regulations of the Option Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to allow make the issuance statements therein, in light of shares the circumstances under which they were made, not misleading. The financial statements of Company Stock pursuant thereto PocketSpec included in the SEC Documents comply as to be made pursuant to registration or an exemption from registration form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other methods for compliance available under federal or state securities laws. The Committee shall inform the Participant in writing of its decision to defer the effectiveness of the exercise of the Option. During the period that the effectiveness of the exercise of the Option has been deferred, the Participant may, by written notice, withdraw such exercise applicable rules and obtain the refund of any amount paid regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange Stock to be issued to the Members shall be and is exempt from the registration requirements of the Securities Act, and the transfer of the Exchange Stock to the Members will not violate the anti-fraud provisions of the Securities Act and the exchange of securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal Requirements.

Securities Matters. Except as set forth on SCHEDULE 3.37: (a) The Company shall Such Shareholder has such knowledge and experience in financial and business matters and such experience in evaluating and investing in companies such as TMP as to be capable of evaluating the merits and risks of an investment in the TMP Common Stock. Such Shareholder has the financial ability to bear the economic risk of his investment in the TMP Common Stock being acquired hereunder, has adequate means for providing for his current needs and contingencies and has no need for liquidity with respect to his investment in TMP. (b) Such Shareholder is acquiring the TMP Shares for his own account, for investment purposes only, and not with the view to, or for resale in connection with, any distribution thereof. Such Shareholder understands that the TMP Shares have not been registered under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “1933 Act”) "SECURITIES ACT"), or under the securities laws of any interests in various states, by reason of a specified exemption from the Plan or any shares of Company Stock to be issued registration provisions thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Company Stock pursuant hereto unless and until which depends upon, among other things, the Company is advised by its counsel that the issuance and delivery bona fide nature of such certificates is in compliance with all applicable laws, regulations of governmental authority Shareholder's investment intent as expressed herein. Such Shareholder acknowledges that his representations and the requirements of any securities exchange on which shares of Company Stock warranties contained herein are traded. The Committee may require, being relied upon by TMP as a condition basis for the exemption of the issuance of the TMP Common Stock hereunder from the registration requirements of the Securities Act and delivery of certificates evidencing shares of Company Stock pursuant to the terms hereof, any applicable state securities laws. (c) Such Shareholder acknowledges that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Company Stock, if and when issued upon exercise of the Option, may TMP Shares must be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares held indefinitely unless they are subsequently registered under such the Securities Act and under applicable state securities laws or an exemption from such registration is available. Such Shareholder has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act which permits limited resale of the securities purchased in a private placement subject to the satisfaction of certain conditions including, among other things, the availability of certain current public information about TMP and compliance with applicable requirements regarding the holding period and the amount of securities to be sold and the manner of sale. Such Shareholder understands that only TMP can take action to register the TMP Shares. (bd) The exercise Such Shareholder has relied upon independent investigations made by such Shareholder and is fully familiar with the business, results of operations, financial condition, prospects and other affairs of TMP and realizes the TMP Shares are a speculative investment involving a high degree of risk for which there is no assurance of any return. Such Shareholder has, among other things, accessed and carefully reviewed (i) TMP's Annual Report on Form 10-K for the year ended December 31, 1999, (ii) TMP's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000 and June 30, 2000, (iii) TMP's Proxy Statement dated May 19, 2000, (iv) TMP's Registration Statement on Form S-1 (SEC file number 333-41996) and all amendments thereto, (v) TMP's current Reports on Form 8-K filed in 2000, and (vi) all other information filed by TMP pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") since January 1, 2000. Such Shareholder acknowledges that in connection with the Merger, neither TMP nor anyone acting on its behalf or any other person has made, and such Shareholder is not relying upon, any representations, statements or projections concerning TMP, its present or projected results of operations, financial condition, prospects, present or future plans, acquisition plans, products and services, or the value of the Option shall be effective only at TMP Shares or TMP's business or any other matter in relation to TMP's business or affairs. Such Shareholder has had an opportunity to discuss TMP's business, management, financial affairs and acquisition plans with TMP's management, to review TMP's facilities, and to obtain such time as counsel additional information concerning such Shareholder's investment in the TMP Shares in order for such Shareholder to the Company shall have evaluate its merits and risks, and such Shareholder has determined that the issuance TMP Shares are a suitable investment for such Shareholder and delivery that at this time such Shareholder could bear a complete loss of shares of Company Stock pursuant to such exercise his investment. (e) Such Shareholder is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may, in its sole discretion, defer the effectiveness of any exercise of the Option in order to allow the issuance of shares of Company Stock pursuant thereto to be made pursuant to registration or an exemption from registration or other methods for compliance available under aware that no federal or state securities laws. The Committee shall inform or other agency has passed upon or made any finding or determination concerning the Participant fairness of the transactions contemplated by this Agreement and the Merger Documents or the adequacy of the disclosure of the exhibits and schedules hereto or thereto and such Shareholder must forego the security, if any, that such a review would provide. (f) Such Shareholder understand and acknowledge that neither the IRS nor any other tax authority has been asked to rule on the tax consequences of the Merger or by the Merger Documents and, accordingly, in writing of its making his decision to defer acquire the effectiveness TMP Shares such Shareholder has relied upon the investigations of such Shareholder's own tax and business advisers in addition to such Shareholder's own independent investigations, and that such Shareholder and such Shareholder's advisers have fully considered all the tax consequences of such Shareholder's acquisition of the exercise TMP Shares. (g) Except as set forth on SCHEDULE A, such Shareholder is an "ACCREDITED INVESTOR" as that term is defined in Rule 501(a) of Regulation D under the Securities Act by reason of being a natural person who had an individual income in excess of $200,000 in each of the Optiontwo most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. (h) Such Shareholder understands that all certificates for the TMP Shares issued to the Shareholders shall bear a legend in substantially the following form: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. During the period that the effectiveness of the exercise of the Option has been deferredTHE SECURITIES MAY NOT BE OFFERED, the Participant maySOLD, by written noticeTRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE ISSUER OF AN OPINION OF COUNSEL, withdraw such exercise and obtain the refund of any amount paid with respect theretoSATISFACTORY TO THE ISSUER, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS."

Securities Matters. (a) The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “1933 Securities Act”) ), of any interests in the Plan or any shares of Company Stock Shares to be issued thereunder or to effect similar compliance under any state laws. The exercise of the Option shall not be effective and the Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Company Stock Shares pursuant hereto unless and until the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock Shares are traded. The Committee Administrator may require, as a condition of the issuance and delivery of certificates evidencing shares of Company Stock Shares pursuant to the terms hereof, that the recipient of such shares Shares make such covenants, agreements and representations, and that such certificates bear such legends, as the CommitteeAdministrator, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Company StockShares, if and when issued upon exercise of the Option, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Securities Act and, accordingly, the Participant may be required to hold the shares Shares indefinitely unless they are registered under such Act or an exemption from such registration is available. (b) The exercise of the Option shall be effective only at such time as counsel to the Company shall have determined that the issuance and delivery of shares of Company Stock pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee Administrator may, in its sole discretion, defer the effectiveness of any exercise of the Option in order to allow the issuance of shares of Company Stock Shares pursuant thereto to be made pursuant to registration or an exemption from registration or other methods for compliance available under federal or state securities laws. The Committee Administrator shall inform the Participant in writing of its decision to defer the effectiveness of the exercise of the Option. During the period that the effectiveness of the exercise of the Option has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto. (c) The Participant shall have no rights as a shareholder of the Company with respect to any Shares subject to the Option unless and until a certificate with respect to such Shares is issued in the name of the Participant or, in the case of uncertificated Shares, an appropriate book entry is made on the books of the transfer agent reflecting the issuance of the Shares.

Securities Matters. (a) The Company shall be under no obligation to effect has prepared and filed in conformity with the registration pursuant to requirements of the Securities Act and published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Securities and Exchange Commission (the “Commission”) a “shelf” Registration Statement (as hereinafter defined) on Form S-3 (File No. 333-176672), which became effective as of 1933October 7, 2011 (the “Effective Date”), including the Base Prospectus, and such amendments and supplements thereto as may have been required up to the date of this Agreement. The term “Registration Statement” as used in this Agreement means the registration statement (including all exhibits, financial schedules and all documents and information deemed to be a part of the Registration Statement pursuant to Rule 430B of the Rules and Regulations), as amended (and/or supplemented to the “1933 Act”) date of any interests in this Agreement, including the Plan or any shares of Company Stock to be issued thereunder or to effect similar compliance under any state lawsBase Prospectus. The Company shall not be obligated to cause to be issued Registration Statement is effective under the Securities Act and no stop order preventing or delivered any certificates evidencing shares of Company Stock pursuant hereto unless and until suspending the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may require, as a condition effectiveness of the issuance Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and delivery of certificates evidencing shares of Company Stock pursuant no proceedings for that purpose have been instituted or, to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Company Stock, if and when issued upon exercise knowledge of the OptionCompany, may be “restricted securities,” as that term is defined in Rule 144 under are threatened by the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is availableCommission. (b) The exercise At the time the Registration Statement and at the date of this Agreement, the Registration Statement (including documents incorporated by reference therein) and any amendments thereto filed as of the Option shall be effective only at such time as counsel applicable time, conformed and will conform in all material respects to the Company shall have determined that the issuance and delivery of shares of Company Stock pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authority and the requirements of the Securities Act and did not and will not contain any securities exchange on which shares untrue statement of Company Stock are traded. The Committee maya material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (c) At the date of this Agreement, the Prospectus conformed in its sole discretion, defer all material respects to the effectiveness of any exercise requirements of the Option Securities Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to allow make the issuance of shares of Company Stock pursuant thereto to be made pursuant to registration or an exemption from registration or other methods for compliance available under federal or state securities laws. The Committee shall inform the Participant statements therein, in writing of its decision to defer the effectiveness light of the exercise of the Option. During the period that the effectiveness of the exercise of the Option has been deferredcircumstances under which they were made, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect theretonot misleading.

Securities Matters. (a) The Company shall be Such PURO Member that acquires Equity Merger Consideration under this Agreement is doing so for investment and for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof, and has no obligation to effect present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act, this Agreement, or any other Applicable Law. Such PURO Member understands that the Equity Merger Consideration issued under this Agreement have not been registered under the Securities Act, by reason of a specific exemption from the registration pursuant to provisions of the Securities Act which depends upon, among other things, the bona fide nature of 1933, as amended (the “1933 Act”) of any interests in investment intent and the Plan or any shares of Company Stock to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Company Stock pursuant hereto unless and until the Company is advised by its counsel that the issuance and delivery accuracy of such certificates PURO Member’s representations as expressed in this Section 4.6. (b) Such PURO Member is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may require, as a condition of the issuance and delivery of certificates evidencing shares of Company Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Company Stock, if and when issued upon exercise of the Option, may be an “restricted securities,accredited investor” as that term is defined in Rule 144 501 of Regulation D promulgated under the 1933 Act andSecurities Act. (c) Such PURO Member that acquires Equity Merger Consideration under this Agreement acknowledges that, accordinglyas of the date hereof, it has been afforded access to information about the Parent and its financial condition, results of operations, business, properties, management, and prospects sufficient to enable it to evaluate its investment, including to review the Parent’s filings with the SEC. Such PURO Member has sought such accounting, legal, and Tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Equity Merger Consideration. Such PURO Member acknowledges that no party hereto nor any Affiliate or Representative of a party hereto has made any representation, express or implied, with respect to the accuracy, completeness, or adequacy of any available information except or to the extent such information is covered by the representations and warranties contained in this Agreement, any other Transaction Document or set forth in filings with the SEC. (d) Such PURO Member that acquires Equity Merger Consideration under this Agreement, either alone or with the assistance of a financial advisor, has such knowledge, sophistication, and experience in financial and business matters that it is capable of evaluating the merits and risks of the receipt of the of Equity Merger Consideration and of protecting its interests in connection therewith. Such PURO Member has the ability to bear the economic risk of this investment, including a complete loss of the investment. (e) Such PURO Member that acquires Equity Merger Consideration under this Agreement understands that the Equity Merger Consideration issued under this Agreement are characterized as “restricted securities” under Applicable Law inasmuch as they are being acquired from the Parent in a transaction not involving a public offering and that under such Applicable Law, the Participant Equity Merger Consideration may be required to hold resold without registration under the shares Securities Act only in certain limited circumstances. Such PURO Member acknowledges that the Equity Merger Consideration must be held indefinitely unless they are a sale of the Equity Merger Consideration is subsequently registered under such the Securities Act or an exemption from such registration is available. (bf) The exercise Such PURO Member that acquires Equity Merger Consideration under this Agreement understands and agrees that each book-entry record or certificate representing the Equity Merger Consideration, any securities issued in respect thereof or exchange therefor shall bear a legend in the following form (in addition to any other legend required under Applicable Law) so long as such a legend is required by Applicable Law: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.” (g) Such PURO Member that acquires Equity Merger Consideration under this Agreement has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to such PURO Member of the Option shall be effective only at such time as counsel to purchase, receipt, or ownership of the Company shall have determined Equity Merger Consideration, including the Tax consequences under Applicable Law. Such PURO Member acknowledges that none of the issuance and delivery of shares of Company Stock pursuant Parent, its Affiliates, or its Representatives makes or has made any representations or warranties to such exercise is in compliance with all applicable lawsPURO Member regarding the Tax consequences to such PURO Member of the receipt or ownership of the Equity Merger Consideration, regulations of governmental authority including the Tax consequences under federal, state, local, and other Applicable Law and the requirements possible effects of any securities exchange on which shares of Company Stock are traded. The Committee maychanges in such laws. (h) Such PURO Member that acquires Equity Merger Consideration under this Agreement, in its sole discretionif an individual, defer the effectiveness of any exercise is a resident of the Option state shown in order to allow the issuance records of shares of Company Stock pursuant thereto to be made pursuant to registration or PURO. Such PURO Member, if an exemption from registration or other methods for compliance available entity, is duly organized, validly existing, and in good standing under federal or state securities laws. The Committee shall inform the Participant in writing Applicable Law of its decision to defer jurisdiction of formation, as reflected in the effectiveness records of the exercise of the Option. During the period that the effectiveness of the exercise of the Option has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect theretoPURO.

Securities Matters. (a) The Company shall be Principal Shareholders have been advised that the Pladeo Shares have not been registered under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “1933 Securities Act”) of any interests in the Plan ), or any shares of Company Stock to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Company Stock pursuant hereto unless and until the Company is advised by its counsel that the issuance and delivery of such certificates is securities act in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange reliance on which shares of Company Stock are traded. The Committee may require, as a condition of the issuance and delivery of certificates evidencing shares of Company Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Company Stock, if and when issued upon exercise of the Option, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is availableexemptions therefrom. (b) The exercise Pladeo Shares are being acquired solely for each Principal Shareholder’s own account, for investment and are not being acquired with a view to or for the resale, distribution, subdivision or fractionalization thereof, the Principal Shareholders have no present plans to enter into any such contract, undertaking, agreement or arrangement and each Principal Shareholder further understands that the Pladeo Shares, may only be resold pursuant to a registration statement under the Securities Act, or pursuant to some other available exemption; (c) The Principal Shareholders acknowledge, in connection with the exchange of the Option shall Pladeo Shares, that no representation has been made by representatives of Pladeo regarding its business, assets or prospects other than that set forth herein and that each is relying upon the information set forth in the filings made by Pladeo pursuant to Section 13 of the Securities Exchange Act of 1934, as amended and such other representations and warranties as set forth in this Agreement. (d) The Principal Shareholders acknowledge that they are either an "accredited investor" with the meaning of Regulation D under the Securities Act or they have sufficient knowledge and experience in financial matters to be effective only at such time as counsel capable of evaluating the merits and risks of exchanging their shares of Mxxx Jxxx Group Stock for Pladeo Stock and they are able to bear the Company shall have determined economic risk of the transactions contemplated hereby. (e) The Principal Shareholders agree that the issuance and delivery of shares of Company certificate or certificates representing the Pladeo Stock pursuant to such exercise is in compliance will be inscribed with all applicable lawssubstantially the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may, in its sole discretion, defer the effectiveness of any exercise of the Option in order to allow the issuance of shares of Company Stock pursuant thereto to be made pursuant to registration or an exemption from registration or other methods for compliance available under federal or state securities laws. The Committee shall inform the Participant in writing of its decision to defer the effectiveness of the exercise of the Option. During the period that the effectiveness of the exercise of the Option has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect theretoTRANSFERRED ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SECURITIES UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF PLADEO’S COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT."

Securities Matters. (a) The Company shall be under no obligation to effect the registration Company’s Common Stock is currently registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 19331934, as amended (the “1933 Exchange Act”) ), and as of any interests in the Plan or any shares of Closing, Company Stock will have filed all reports, schedules, forms, statements and other documents required to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Company Stock pursuant hereto unless and until filed by it with the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may require, as a condition of the issuance and delivery of certificates evidencing shares of Company Stock Commission pursuant to the terms hereof, that reporting requirements of the recipient Exchange Act (all of such shares make such covenants, agreements and representations, and that such certificates bear such legends, the foregoing including filings incorporated by reference therein being referred to herein as the Committee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Company Stock, if and when issued upon exercise of the Option, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is availableCommission Documents”). (b) The exercise No form 10-Q, 8-K or Form 10-K filings as filed with the SEC by Company (collectively, “SEC Reports”) contains an untrue statement of the Option shall a material fact or omit to state a material fact required to be effective only at such time as counsel to the Company shall have determined that the issuance and delivery of shares of Company Stock pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may, in its sole discretion, defer the effectiveness of any exercise of the Option stated therein or necessary in order to allow make the issuance statements therein, in light of shares the circumstances under which they were made, not misleading. As of Company Stock pursuant thereto their respective dates, the SEC Reports complied as to be made pursuant to registration or an exemption from registration form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other methods for compliance available under federal or state securities laws. The Committee shall inform the Participant in writing of its decision to defer the effectiveness of the exercise of the Option. During the period that the effectiveness of the exercise of the Option has been deferred, the Participant may, by written notice, withdraw such exercise applicable rules and obtain the refund of any amount paid regulations with respect thereto. The financial statements contained in the SEC Reports (the “Financial Statement”) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in the Financial Statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the consolidated financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). The Financial Statements are complete, accurate and fairly present the financial condition of Company as of the dates thereof and the results of its operations for the periods then ended. There are no liabilities or obligations either fixed or contingent not reflected therein. Company is in substantial compliance with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder that are effective as of the Closing Date. (c) The Company’s common stock is listed for quotation on the OTC Markets Board under the symbol “FDOC”. There are no stop orders in effect or contemplated with respect thereto and no facts exist which may give rise thereto. The Company has not been informed, and has no reason to believe, that the Company’s Common Stock will be delisted or suspended by FINRA. The Company’s Common Stock is “DTC eligible’ and the Company has not received any notice regarding any loss or suspension of its “DTC eligibility.’ There is no set of facts which create any impediment to approval by FINRA of the Company’s planned post-closing name change and reverse common stock split.

Securities Matters. (a) The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “1933 Act”) of any interests has complied in the Plan or any shares of Company Stock to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Company Stock pursuant hereto unless and until the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance all material respects with all applicable Laws, including securities laws, regulations of governmental authority in connection with the offer, issuance and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may require, as a condition sale of the issuance and delivery of certificates evidencing shares of Company Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Company Stock, if and when issued upon exercise of the Option, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is availableShares hereunder. (b) The exercise of Registration Statement has been declared effective by the Option shall be effective only at such time as counsel to the Company shall have determined that the issuance Commission and delivery of shares of Company Stock pursuant to such exercise there is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may, in its sole discretion, defer the effectiveness of any exercise of the Option in no stop order to allow the issuance of shares of Company Stock pursuant thereto to be made pursuant to registration or an exemption from registration or other methods for compliance available under federal or state securities laws. The Committee shall inform the Participant in writing of its decision to defer suspending the effectiveness of the exercise Registration Statement. The Company meets the requirements for the use of Form S-3 under the Securities Act. The Registration Statement in the form in which it became effective and also in such form as it may be when any post-effective amendment thereto became effective and the Prospectus and any supplement or amendment thereto, including any Prospectus Supplement relating to the Shares, when filed with the Commission under Rule 424(b) under the Securities Act, complied as to form with the provisions of the Option. During Securities Act and did not at any such times contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the period that statements therein, in the effectiveness light of the exercise circumstances under which they were made, not misleading. The Commission has not issued any order preventing or suspending the use of any Prospectus. (c) As of the Option has been deferredClosing Date, the Participant mayRegistration Statement as supplemented by prospectus supplements does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) As of the Closing Date, the Company has taken (or soon as practical thereafter will take) all such action as is necessary, appropriate or customary to designate the Shares as shares being registered pursuant to the Registration Statement, including without limitation filing with the Commission an applicable Prospectus Supplement. The Company will deliver to Investor, without charge, and in such quantities reasonably requested by written noticethe Investor, withdraw such exercise copies of each form of Prospectus and obtain the refund of any amount paid with respect theretoProspectus Supplement.

Securities Matters. (a) The Common Shares are registered pursuant to Section 12(b) of the Exchange Act, and neither the Company shall be under no obligation nor any of its Subsidiaries has taken, or will take, any action designed to terminate, or which to the knowledge of the Company and its Subsidiaries is likely to have the effect of terminating, the registration pursuant of the Common Shares under the Exchange Act, nor has the Company or any of its Subsidiaries received any notification that the Commission is contemplating terminating such registration. Neither the Company nor any of its Subsidiaries is in violation of any of the rules, regulations or requirements of the Principal Market, and, to the Securities Act knowledge of 1933the Company and its Subsidiaries, there are no facts or circumstances that would reasonably be expected to lead to suspension or termination of trading of the Common Shares on the Principal Market. Since July 14, 2021, (i) the Common Shares have been listed or designated for quotation, as amended applicable, on the Principal Market, (the “1933 Act”ii) of any interests trading in the Plan Common Shares has not been suspended or any shares of Company Stock to be issued thereunder deregistered by the Commission or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Company Stock pursuant hereto unless the Principal Market, and until (iii) except as set forth in Schedule 3.9, neither the Company is advised by nor any of its counsel that Subsidiaries has received any communication, written or oral, from the issuance and delivery Commission or the Principal Market regarding the suspension or termination of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may require, as a condition trading of the issuance and delivery of certificates evidencing shares of Company Stock pursuant to Common Shares on the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Company Stock, if and when issued upon exercise of the Option, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is availablePrincipal Market. (b) The exercise Company has filed all required reports, schedules, forms, statements and other documents with the Commission pursuant to the Securities Act and the Exchange Act (in each case including all financial statements and schedules and pro forma financial information included therein, all exhibits thereto and all documents incorporated by reference therein, the “SEC Documents”), within the time frames prescribed by the Commission (including any available grace periods and extensions authorized by the SEC) for the filing of such SEC Documents such that each filing was timely filed with the SEC. The Company filed and made publicly available on the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (XXXXX) on or prior to the date this representation is made, true, correct and complete copies of the Option shall be effective only at such time as counsel SEC Documents to the Company shall have determined that extent required by the issuance and delivery Securities Act and/or the Exchange Act (as applicable). As of shares their respective dates, each of Company Stock pursuant to such exercise is the SEC Documents complied in compliance all material respects with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are tradedthe Securities Act and/or the Exchange Act (as applicable) applicable thereto. The Committee may, in its sole discretion, defer the effectiveness of any exercise None of the Option SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to allow make the issuance statements therein, in the light of shares the circumstances under which they were made, not misleading. Since the filing of the SEC Documents, no event has occurred that would require an amendment or supplement to any of the SEC Documents and as to which such an amendment or a supplement has not been filed and made publicly available on XXXXX prior to the date this representation is made. (c) It is understood and acknowledged by the Company Stock pursuant thereto that no Investor has been asked to be made pursuant agree, nor has any Investor agreed, to registration desist from purchasing or an exemption from registration selling, long and/or short, Common Shares or other methods securities of the Company, or “derivative” securities or securities based on Common Shares or other securities issued by the Company or to hold any securities for compliance available under federal any specified term; and the Investors shall not be deemed to have any affiliation with or state securities lawscontrol over any arm’s length counterparty in any “derivative” transaction. The Committee shall inform the Participant Company further understands and acknowledges that (i) each Investor may engage in writing of its decision to defer the effectiveness of the exercise of the Option. During hedging and/or trading activities at various times during the period that the effectiveness Warrants, Warrant Shares and/or Put Settlement Shares are outstanding, and (ii) such hedging and/or trading activities, if any, can reduce the value of the Common Shares held by the existing holders of Common Shares of the Company, both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that any such hedging and/or trading activities do not constitute a breach of any Credit Document or affect the rights of each Investor under any Credit Document. The Company acknowledges that the issuance of any Warrant Shares and any Put Settlement Shares may result in dilution of the outstanding Common Shares, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Credit Documents, including its obligation to issue the Warrant Shares upon exercise of the Option has been deferredWarrants and its obligation to issue the Put Settlement Shares pursuant to the Warrants, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the Participant may, by written notice, withdraw such exercise and obtain the refund effect of any amount paid with respect theretosuch dilution or any claim the Company or any of its Subsidiaries may have against each Investor and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

Securities Matters. (a) The Common Stock is registered pursuant to Section 12(b) of the Exchange Act, and neither the Company shall be under no obligation nor any of its Subsidiaries has taken, or will take, any action designed to terminate, or which to the knowledge of the Company and its Subsidiaries is likely to have the effect of terminating, the registration pursuant of the Common Stock under the Exchange Act, nor has the Company or any of its Subsidiaries received any notification that the SEC is contemplating terminating such registration. Neither the Company nor any of its Subsidiaries is in violation of any of the rules, regulations or requirements of the Principal Market, and, to the Securities Act knowledge of 1933the Company and its Subsidiaries, there are no facts or circumstances that would reasonably be expected to lead to suspension or termination of trading of the Common Stock on the Principal Market. Since October 27, 2015, (i) the Common Stock has been listed or designated for quotation, as amended applicable, on the Principal Market, (the “1933 Act”ii) of any interests trading in the Plan Common Stock has not been suspended or any shares of Company Stock to be issued thereunder deregistered by the SEC or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Company Stock pursuant hereto unless the Principal Market, and until (iii) neither the Company is advised by nor any of its counsel that Subsidiaries has received any communication, written or oral, from the issuance and delivery SEC or the Principal Market regarding the suspension or termination of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may require, as a condition trading of the issuance and delivery of certificates evidencing shares of Company Common Stock pursuant to on the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Company Stock, if and when issued upon exercise of the Option, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is availablePrincipal Market. (b) The exercise Company has filed all required reports, schedules, forms, statements and other documents with the SEC pursuant to the Securities Act and the Exchange Act (in each case including all financial statements and schedules and pro forma financial information included therein, all exhibits thereto and all documents incorporated by reference therein, the “SEC Documents”), within the time frames prescribed by the SEC (including any available grace periods and extensions authorized by the SEC) for the filing of such SEC Documents such that each filing was timely filed with the SEC. The Company filed and made publicly available on the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (XXXXX) on or prior to the date this representation is made, true, correct and complete copies of the Option shall be effective only at such time as counsel to SEC Documents. As of their respective dates, each of the Company shall have determined that the issuance and delivery of shares of Company Stock pursuant to such exercise is SEC Documents complied in compliance all material respects with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are tradedthe Securities Act and/or the Exchange Act (as applicable) applicable thereto. The Committee may, in its sole discretion, defer the effectiveness of any exercise None of the Option SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to allow make the issuance statements therein, in the light of shares the circumstances under which they were made, not misleading. Since the filing of the SEC Documents, no event has occurred that would require an amendment or supplement to any of the SEC Documents and as to which such an amendment or a supplement has not been filed and made publicly available on XXXXX prior to the date this representation is made. The Company has not received any written comments from the SEC staff that have not been resolved, to the knowledge of the Company, to the satisfaction of the SEC staff. (c) It is understood and acknowledged by the Company that none of the Investors has been asked to agree, nor has any Investor agreed, to desist from purchasing or selling, long and/or short, Common Stock pursuant thereto to be made pursuant to registration or an exemption from registration or other methods securities of the Company, or “derivative” securities or securities based on Common Stock or other securities issued by the Company or to hold any securities for compliance available under federal any specified term; and no Investor shall be deemed to have any affiliation with or state securities lawscontrol over any arm’s length counterparty in any “derivative” transaction. The Committee shall inform the Participant Company further understands and acknowledges that (i) one or more Investors may engage in writing of its decision to defer the effectiveness of the exercise of the Option. During hedging and/or trading activities at various times during the period that the effectiveness Warrants and/or Warrant Shares are outstanding, and (ii) such hedging and/or trading activities, if any, can reduce the value of the Common Stock held by the existing holders of Common Stock of the Company, both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that any such hedging and/or trading activities do not constitute a breach of any Loan Document or affect the rights of any Investor under any Loan Document. The Company acknowledges that the issuance of any Warrant Shares may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Loan Documents, including its obligation to issue the Warrant Shares upon exercise of the Option has been deferredWarrants, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the Participant may, by written notice, withdraw such exercise and obtain the refund effect of any amount paid with respect theretosuch dilution or any claim the Company or any of its Subsidiaries may have against any of the Investors and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

Securities Matters. (a) The Company shall be Each Member that acquires Purchaser Common Stock under this Agreement is doing so for investment and for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof, and has no obligation to effect present intention of selling, granting any participation in or otherwise distributing the registration pursuant to same in violation of the Securities Act of 1933Act, as amended (the “1933 Act”) of any interests in the Plan this Agreement, or any shares of Company Stock to be issued thereunder or to effect similar compliance under any state lawsother Applicable Law. The Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Company Stock pursuant hereto unless and until the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may require, as a condition of the issuance and delivery of certificates evidencing shares of Company Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee, in its sole discretion, deems necessary or desirable. The Participant specifically Such Member understands and agrees that the shares of Company StockPurchaser Common Stock issued under this Agreement have not been registered under the Securities Act, if and when issued upon exercise by reason of a specific exemption from the registration provisions of the OptionSecurities Act which depends upon, may among other things, the bona fide nature of the investment intent and the accuracy of such Member’s representations as expressed in this Section 3.6. (b) Each Member that acquires Purchaser Common Stock under this Agreement acknowledges that, as of the date hereof, it has been afforded access to information about Purchaser and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment, including to review Purchaser’s filings with the SEC. Such Member has sought such accounting, legal and Tax advice as it has considered necessary to make an informed decision with respect to its acquisition of Purchaser Common Stock. Such Member acknowledges that no party hereto nor any Affiliate or Representative of a party hereto has made any representation, express or implied, with respect to the accuracy, completeness or adequacy of any available information except or to the extent such information is covered by the representations and warranties contained in this Agreement or set forth in filings with the SEC. Subject to the representations, warranties and covenants of Purchaser contained in this Agreement and the information set forth in filings with the SEC, such Member hereby agrees that neither Purchaser nor any of its Affiliates will have or be subject to any Liability or indemnification obligation to any Member or to any other Person resulting from the issuance of shares of Purchaser Common Stock to that Member. (c) Each Member that acquires Purchaser Common Stock under this Agreement, either alone or with the assistance of a financial advisor, has such knowledge, sophistication and experience in financial and business matters that it is capable of evaluating the merits and risks of the receipt of the shares of Purchaser Common Stock and of protecting its interests in connection therewith. Such Member has the ability to bear the economic risk of this investment, including a complete loss of the investment. (d) Each Member that acquires Purchaser Common Stock under this Agreement understands that the shares of Purchaser Common Stock issued under this Agreement are characterized as “restricted securities,” under Applicable Law inasmuch as they are being acquired from Purchaser in a transaction not involving a public offering and that term is defined in Rule 144 under such Applicable Law, the Purchaser Common Stock may be resold without registration under the 1933 Securities Act and, accordingly, only in certain limited circumstances. Such Member acknowledges that the Participant may Purchaser Common Stock must be required to hold the shares held indefinitely unless they are a sale of the Purchaser Common Stock is subsequently registered under such the Securities Act or an exemption from such registration is available. (be) The exercise Each Member that acquires Purchaser Common Stock under this Agreement understands and agrees that each book-entry record or certificate representing the Purchaser Common Stock, any securities issued in respect thereof or exchange therefor shall bear a legend in the following form (in addition to any other legend required under Applicable Law) so long as such a legend is required by Applicable Law: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. (f) Each Member that acquires Purchaser Common Stock under this Agreement has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to such Member of the Option shall be effective only at such time as counsel to purchase, receipt or ownership of the Company shall have determined Purchaser Common Stock, including the Tax consequences under Applicable Law. Such Member acknowledges that the issuance and delivery none of shares of Company Stock pursuant Purchaser, its Affiliates, or its Representatives makes or has made any representations or warranties to such exercise is in compliance with all applicable lawsMember regarding the Tax consequences to such Member of the receipt or ownership of the Purchaser Common Stock, regulations of governmental authority including the Tax consequences under Federal, state, local and other Applicable Law and the requirements possible effects of any securities exchange on which shares of Company changes in such laws (g) Each Member that acquires Purchaser Common Stock are traded. The Committee mayunder this Agreement, in its sole discretionif an individual, defer the effectiveness of any exercise is a resident of the Option state shown in order to allow the issuance of shares of Company Stock pursuant thereto to be made pursuant to registration or Company’s records. Such Member, if an exemption from registration or other methods for compliance available entity, is duly organized, validly existing, and in good standing under federal or state securities laws. The Committee shall inform the Participant in writing Applicable Law of its decision to defer jurisdiction of formation, as reflected in the effectiveness of the exercise of the Option. During the period that the effectiveness of the exercise of the Option has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect theretoCompany’s records.

Securities Matters. (a) The Company shall be Bioneutral understands that the Shares, the Warrant Shares and the Bioneutral Warrant have not been registered under no obligation to effect the Securities Act, or under the securities laws of any U.S. state jurisdiction or other jurisdiction, by reason of a specified exception from the registration pursuant to provisions thereunder. (b) Bioneutral acknowledges that the Shares, the Warrant Shares and the Bioneutral Warrant must be held indefinitely unless and until they are subsequently registered under the Securities Act of 1933, as amended (the “1933 Act”) of any interests in the Plan or any shares of Company Stock to be issued thereunder or to effect similar compliance and under any applicable state laws. The Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Company Stock pursuant hereto unless and until the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may require, as a condition of the issuance and delivery of certificates evidencing shares of Company Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Company Stock, if and when issued upon exercise of the Option, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act laws or an exemption from such registration is available. (bc) The exercise of Bioneutral understands that all certificates for the Option Shares and the Warrant Shares issued to them shall be effective only at such time as counsel to bear a legend in the Company shall have determined that substantially the issuance following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MUST BE HELD INDEFINITELY UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER SAID ACT OR, IN THE OPINION OF COUNSEL TO THE COMPANY, AN EXEMPTION FROM REGISTRATION UNDER SAID ACT IS AVAILABLE. ANY ROUTINE SALES OF THE SECURITIES WHICH MAY BE MADE IN RELIANCE UPON RULE 144 UNDER SAID ACT, IF AVAILABLE, CAN BE MADE ONLY IN ACCORDANCE WITH ALL OF THE TERMS AND CONDITIONS OF THAT RULE. THE COMPANY MAKES NO REPRESENTATION THAT IT WILL MEET THE REPORTING REQUIREMENTS OR ANY OTHER REQUIREMENTS OF RULE 144." (d) SearchHelp has not offered or sold and delivery of will not offer or sell any other securities in connection with this transaction other than the Shares, the Warrant Shares, the shares of Company Common Stock to be issued to ETS under the Participation Agreement (the "ETS Shares") and the shares of Common Stock to be issued pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may, in its sole discretion, defer the effectiveness of any exercise of the Option in order to allow the issuance of shares of Company Stock pursuant thereto to be made pursuant to registration or an exemption from registration or other methods for compliance available under federal or state securities laws. The Committee shall inform the Participant in writing of its decision to defer the effectiveness of the exercise of the Optionwarrant to be issued to ETS under the Participation Agreement (the "ETS Warrant Shares"). During the period that the effectiveness The sale of the Shares hereunder is, and the issuance of the Warrant Shares upon exercise of the Option Bioneutral Warrants will be, exempt from the registration requirements of the Securities Act. Neither SearchHelp, nor any of its Affiliates, or, to its knowledge, any person or entity acting on its or their behalf has been deferredengaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Shares, ETS Shares, the Participant mayWarrant Shares or the ETS Warrant Shares. Neither SearchHelp, by written noticenor any of its Affiliates, withdraw such exercise and obtain the refund nor to its knowledge, any person or entity acting on its or their behalf has, directly or indirectly, made any offers or sales of any amount paid with respect theretosecurity or solicited any offers to buy any security other than pursuant to this Agreement and the Participation Agreement, under circumstances that would require registration under the Securities Act of the Shares, ETS Shares, the Warrant Shares or the ETS Warrant Shares.

Securities Matters. (a) The Company shall parties acknowledge and agree that the Merger Shares will not initially be registered under no obligation to effect the registration pursuant to the Securities Act or the securities laws of 1933any other jurisdiction, as amended and the offer and sale of the Merger Shares is being made in reliance on one or more exemptions for private offerings under Section 4(2) of the Securities Act and other applicable securities Laws. Accordingly, no sale, transfer or other disposition (the whether with or without consideration and whether voluntarily or involuntarily or by operation of Law) (“1933 ActTransfer”) of any interests in of the Plan Merger Shares is permitted, unless such Transfer is registered under the Securities Act and other applicable securities Laws, or any shares of Company Stock to be issued thereunder an exemption from such registration is available or to effect similar compliance under any state lawssuch registration is otherwise not required. The Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Company Stock pursuant hereto unless parties further acknowledge and until the Company is advised by its counsel agree that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may require, as a condition of the issuance and delivery of certificates evidencing shares of Company Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Company Stock, if and when issued upon exercise of the Option, may be Merger Shares constitute “restricted securities,” as that such term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is availableSecurities Act. (b) The exercise parties acknowledge and agree that the Securities Purchase Agreement sets forth additional terms and conditions governing registration of the Option Merger Shares and the Financing Shares (together, the “Shares”), Transfer restrictions with respect to the Shares, and TranS1’s obligations to facilitate the sale of the Shares pursuant to Rule 144 under the Securities Act. In the event of any conflict between the Securities Purchase Agreement and this Agreement, the Securities Purchase Agreement shall control. (c) For purposes of Rule 144(d), the parties intend for the holding period of all of the Merger Shares (including any Merger Shares included in the Escrow Shares), to the extent permitted by applicable law (including applicable interpretations by the SEC), to commence on the Closing Date. (d) The parties agree that the book-entry notation representing the Merger Shares shall contain legends substantially in the form of the following, as well as any additional legends that may be required by applicable law or as TranS1 may reasonably deem necessary or appropriate from time to time for all shares of TranS1 Common Stock then outstanding (and a stop transfer order may be placed against the transfer of the Merger Shares); provided however, that only Escrow Shares shall bear the first legend identified below: THESE SECURITIES ARE SUBJECT TO AN ESCROW AGREEMENT WITH THE ISSUER AND THE ESCROW AGENT NAMED THEREIN (THE “ESCROW AGREEMENT”), A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE ISSUER AND WHICH, AMONG OTHER MATTERS, PLACES RESTRICTIONS ON THE DISPOSITION OF THE SECURITIES. THESE SECURITIES WILL BE DEPOSITED WITH THE ESCROW AGENT PURSUANT TO THE ESCROW AGREEMENT AND MAY NOT BE OFFERED, EXCHANGED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, PARTICIPATED, HYPOTHECATED OR OTHERWISE DISPOSED OF FOR SO LONG AS THEY ARE SUBJECT TO THE ESCROW AGREEMENT. THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SHARES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, OR IN A TRANSACTION EXEMPT FROM REGISTRATION. THESE SECURITIES ARE SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE SECURITIES PURCHASE AGREEMENT DATED MARCH 3, 2013 BY AND AMONG THE ISSUER AND CERTAIN OTHER PERSONS, WHICH RESTRICT THE RIGHT TO TRANSFER, SELL OR OTHERWISE DISPOSE OF THESE SECURITIES. A COPY OF SUCH SECURITIES PURCHASE AGREEMENT IS AVAILABLE FOR REVIEW BY THE RECORD HOLDER OF THESE SECURITIES AT THE PRINCIPAL OFFICES OF THE ISSUER. (e) TranS1 shall remove (or cause the Escrow Agent to remove) the first legend identified above from the book-entry notation representing any of the Merger Shares (and terminate any related stop-transfer order) upon release of the applicable portion of the Merger Shares from escrow. TranS1, upon the request of any holder of any of the Merger Shares, shall remove (or cause the Escrow Agent to remove) the second legend identified above from the book-entry notation representing any of the Merger Shares (and terminate any related stop-transfer order) if (i) such holder provides TranS1 reasonable assurances that such Merger Shares are eligible for sale, assignment or transfer under Rule 144, including proper documentation in the form of a customary representation letter reasonably sufficient to establish compliance with Rule 144, or (ii) if reasonably requested by TranS1 (provided that any such request shall be effective only at deemed to be reasonable if TranS1’s transfer agent requests such time as an opinion), TranS1 has received a written opinion of counsel reasonably satisfactory to TranS1 that such second legend may be removed from the Company book-entry notation representing such Merger Shares, or (iii) such Merger Shares have been registered under the Securities Act. TranS1 shall have determined that remove (or cause the issuance Escrow Agent to remove) the third legend identified above from the book-entry notation representing any part of the Merger Shares (and delivery terminate any related stop-transfer orders) immediately upon the lapse of shares of Company Stock pursuant the Transfer restrictions under the Securities Purchase Agreement with respect to such exercise is Merger Shares. (f) TranS1 shall register the Merger Shares on the terms set forth in compliance and in accordance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may, in its sole discretion, defer the effectiveness of any exercise of the Option in order to allow the issuance of shares of Company Stock pursuant thereto to be made pursuant to registration or an exemption from registration or other methods for compliance available under federal or state securities laws. The Committee shall inform the Participant in writing of its decision to defer the effectiveness of the exercise of the Option. During the period that the effectiveness of the exercise of the Option has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect theretoSecurities Purchase Agreement.

Securities Matters. (a) The Company shall Vendor alone, or through its personal representative, has such knowledge and experience in financial and business matters and such experience in evaluating and investing in companies such as the Purchaser as to be capable of evaluating the merits and risks of an investment in the Purchaser Shares. Vendor has the financial ability to bear the economic risk of its investment in the Purchaser Shares being acquired hereunder, has adequate means for providing for its current needs and contingencies and has no need for liquidity with respect to its investment in the Purchaser Shares. (b) Vendor is acquiring the Purchaser Shares for its own account, for investment purposes only, and not with the view to, or for resale in connection with, any distribution thereof except in compliance with applicable securities laws. Vendor understands that the Purchaser Shares have not been registered under no obligation to effect the registration pursuant to the Securities Act of UNITED STATES SECURITIES ACT OF 1933, as amended (the “1933 Act”"SECURITIES ACT") or under the securities laws of any interests in various states, by reason of a specified exemption from the Plan registration or any shares prospectus provisions thereunder which depends upon, among other things, the bona fide nature of Company Stock to be issued thereunder or to effect similar compliance under any state lawsthe Vendor's investment intent as expressed herein. The Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Company Stock pursuant hereto unless Vendor acknowledges that its representations and until warranties contained herein are being relied upon by the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may require, Purchaser as a condition basis for the exemption of the issuance and delivery of certificates evidencing shares the Purchaser Shares hereunder from the registration requirements of Company Stock pursuant to the terms hereof, Securities Act. (c) Vendor acknowledges that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Company Stock, if and when issued upon exercise of the Option, may Purchaser Shares must be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares held indefinitely unless they are subsequently registered under such the Securities Act or unless an exemption from such registration is availableavailable under the Securities Act, Vendor has been advised or is aware of: (A) the provisions of Rule 144 promulgated under the Securities Act which permits limited resale of the securities purchased in a private placement subject to the satisfaction of certain conditions including, among other things, the availability of certain current public information about Purchaser and compliance with applicable requirements regarding the holding period and the amount of securities to be sold and the manner of sale and (B) Regulation S promulgated under the Securities Act or other applicable legislation which permits resale of the purchased securities in the United States or Canada subject to certain restrictions. Vendor understands that only the Purchaser can take action to register the Purchaser Shares. (bd) The exercise Vendor acknowledges that the Purchaser Shares must also be held in accordance with applicable securities laws in Canada and the Vendor undertakes not to sell, transfer or assign the Purchaser Shares in contravention of the Option shall be effective only at such time as counsel applicable laws in force in Canada. (e) Vendor has, among other things, carefully reviewed each Canadian Document provided to it prior to the Company shall have date hereof, and will carefully review each Canadian Document (as defined in this Agreement) provided to it between the date hereof and the Closing Date. Vendor acknowledges that in connection with the transactions contemplated hereby, neither Purchaser nor anyone acting on its behalf or any other person has made, and such Vendor is not relying upon, any representations, statements or projections concerning Purchaser, its present or projected results of operations, financial condition, prospects, present or future plans, acquisition plans, products and services, or the value of the Purchaser Shares, Purchaser's business or any other matter in relation to Purchaser's business or affairs, except as otherwise set forth in ARTICLE 5 hereof and as disclosed in this Agreement and the Canadian Documents. Vendor or its representative has had an opportunity to discuss Purchaser's business, management, financial affairs and acquisition plans with its management, to review Purchaser's facilities, and to obtain such additional information concerning the Vendor's investment in the Purchaser Shares in order for such Shareholder to evaluate its merits and risks, and the Vendor has determined that the issuance Purchaser Shares are a suitable investment for such Vendor and delivery that at this time such Vendor could bear a complete loss of shares of Company Stock pursuant to such exercise his or her investment. (f) Vendor is in compliance with all applicable lawsaware that no US or Canada federal, regulations of governmental authority and state, provincial or other agency has passed upon or made any finding or determination concerning the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may, in its sole discretion, defer the effectiveness of any exercise fairness of the Option in order to allow transactions contemplated by this Agreement or the issuance of shares of Company Stock pursuant thereto to be made pursuant to registration or an exemption from registration or other methods for compliance available under federal or state securities laws. The Committee shall inform the Participant in writing of its decision to defer the effectiveness adequacy of the exercise disclosure of the Optionexhibits and schedules hereto or thereto and such Vendor must forego the security, if any, that such a review would provide. (g) Vendor understands that all certificates for the Purchaser Shares issued to Vendor shall bear a legend in substantially the following form: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. During the period that the effectiveness of the exercise of the Option has been deferredTHE SECURITIES MAY NOT BE OFFERED, the Participant maySOLD, by written noticeTRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE ISSUER OF AN OPINION OF COUNSEL, withdraw such exercise and obtain the refund of any amount paid with respect theretoOR SUCH OTHER DOCUMENTATION REASONABLY SATISFACTORY TO THE ISSUER, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS."

Securities Matters. (a) The Company shall be under no obligation In the case of a subscription for the Secured Debentures as trustee or agent, such Secured Lender is the duly authorized trustee or agent of the disclosed beneficial purchaser with due and proper power and authority to effect execute and deliver, on behalf of each such beneficial purchaser, the registration pursuant Transaction Agreements, to agree to the Securities Act of 1933terms and conditions herein and therein set out and to make the representations, warranties, acknowledgements and covenants herein and therein contained, all as amended (if each such beneficial purchaser were the “1933 Act”) of any interests in the Plan purchaser and such Secured Lender’s actions as trustee or any shares of Company Stock to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Company Stock pursuant hereto unless and until the Company is advised by its counsel that the issuance and delivery of such certificates is agent are in compliance with all applicable laws, regulations of governmental authority Law and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may require, as a condition of the issuance such Secured Lender and delivery of certificates evidencing shares of Company Stock pursuant to the terms hereof, each beneficial purchaser acknowledges that the recipient Parent Company and Issuer are required by Law to disclose to certain regulatory authorities the identity of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares each beneficial purchaser of Company Stock, if and when issued upon exercise of the Option, Secured Debentures for whom it may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is availableacting. (b) The exercise Such Secured Lender acknowledges that none of the Option shall Secured Debentures have been or will be effective only at registered under the U.S. Securities Act or any applicable state securities Laws and will be issued by the Issuer in reliance on the Section 3(a)(10) Exemption. Solely with respect to affiliates of the Parent Company or Issuer, the Secured Debentures may be deemed “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act, and therefore may not be offered or sold by it, directly or indirectly, in the United States without registration under United States securities Laws, except in limited circumstances, and the Secured Lender understands that the Secured Debentures may each contain a legend in respect of such time as counsel restrictions. (c) The delivery of this Agreement, the acceptance of it by the Parent Company and the Issuer and the issuance of the Secured Debentures to the Company shall have determined that the issuance and delivery of shares of Company Stock pursuant to such exercise is in compliance Secured Lender complies with all applicable lawsLaws of the Secured Lender’s domicile and all other applicable Laws and will not cause the Parent Company or the Issuer to become subject to or comply with any disclosure, regulations prospectus or reporting requirements under any such applicable Laws. (d) Such Secured Lender acknowledges and agrees that it has been notified by the Parent Company (i) of governmental authority the delivery to the OSC of personal information pertaining to the Secured Lender including, without limitation, the full name, address and telephone number of the Secured Lender, the number and type of securities acquired and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may, total purchase price paid in its sole discretion, defer the effectiveness of any exercise respect of the Option Secured Debentures, (ii) that this information is being collected indirectly by the OSC under the authority granted to it in order securities Laws, (iii) that this information is being collected for the purposes of the administration and enforcement of the securities Laws of Ontario, and (iv) that the title, business address and business telephone number of the public official in Ontario who can answer questions about the OSC’s indirect collection of the information is the Administrative Assistant to allow the issuance Director of shares Corporate Finance, the Ontario Securities Commission, Xxxxx 0000, Xxx 00, 00 Xxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx X0X 0X0, Telephone: (000) 000-0000, Facsimile: (000) 000-0000, and (v) the Secured Lender hereby authorizes the indirect collection of the information by the OSC. (e) Such Secured Lender acknowledges and agrees that: (i) the Parent Company Stock pursuant thereto to be made pursuant to registration or has advised such Secured Lender, that the Parent Company is relying on an exemption from registration the requirements to provide such Secured Lender with a prospectus and to sell securities through a person or company registered to sell securities under the Securities Act (Ontario) and other methods applicable securities laws and, as a consequence of acquiring the Secured Debentures pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (Ontario) and other applicable securities Laws, including statutory rights of rescission or damages, will not be available to them; and (ii) the Transaction Agreements require it to provide certain Personal Information to the Parent Company. Such information is being collected and will be used by the Parent Company for compliance available under federal or state securities laws. The Committee shall inform the Participant in writing purposes of its decision to defer completing the effectiveness proposed issuance of the exercise Secured Debentures, which includes, without limitation, determining such Secured Lender’s eligibility to acquire such securities under applicable Laws and preparing and registering certificates representing the Secured Debentures. Such Secured Lender agrees that its Personal Information may be disclosed by the Parent Company to: (A) applicable securities regulatory authorities, (B) the Parent Company’s registrar and transfer agent, if any, and (C) any of the Optionother parties involved in the proposed transaction, including legal counsel, and may be included in record books in connection with the transaction. During In addition, such Secured Lender acknowledges, agrees and consents to the period that collection, use and disclosure of Personal Information by the effectiveness of Parent Company for corporate finance and shareholder communication purposes or such other purposes as are necessary to the exercise of the Option has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect theretoParent Company’s Business.

Securities Matters. (a) The Company shall Sxxxxxxxx understands and acknowledges that the Exchange Securities have not been registered under the Securities Act, or the securities laws of any state or foreign jurisdiction and, unless so registered, may not be under no obligation offered, sold, transferred, or otherwise disposed of except pursuant to effect an exemption from, or in a transaction not subject to, the registration pursuant to requirements of the Securities Act and any applicable securities laws of 1933, any state or foreign jurisdiction. (b) Sxxxxxxxx is an “accredited investor” (as amended (the “1933 Act”defined in Rule 501(a) of any interests the Regulation D under the Securities Act) resident and domiciled in the Plan or any shares State of Company Stock Texas. (c) Sxxxxxxxx (i) has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of acquiring the Exchange Securities and (ii) is able to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares bear the economic risk of Company Stock pursuant hereto unless and until an investment in the Company is advised by its counsel that Exchange Securities for an indefinite period of time, including the issuance and delivery risk of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements a complete loss of any securities exchange on which shares of Company Stock are traded. The Committee may requiresuch investment. (d) Sxxxxxxxx is acquiring the Exchange Securities for his own account for investment purposes and not with a view to, as a condition of or for offer or sale for GNAC in connection with, the issuance and delivery of certificates evidencing shares of Company Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee, in its sole discretion, deems necessary distribution or desirable. The Participant specifically resale thereof. (e) Sxxxxxxxx understands and agrees that the shares of Company Stock, if and when issued upon exercise Exchange Securities are being sold in a transaction not involving any public offering within the meaning of the OptionSecurities Act, and that the Exchange Securities may not be “restricted securities,” offered, sold, or otherwise transferred to, or for the account or benefit of, any Person except as permitted in the following sentence. Sxxxxxxxx agrees that term is defined in Rule 144 under the 1933 Act andif Sxxxxxxxx should sell or otherwise transfer any Exchange Securities, accordingly, the Participant may be required he will do so only (i) pursuant to hold the shares indefinitely unless they are registered under such Act or an exemption from the registration requirements of the Securities Act (if available) or if the Securities Act does not apply or (ii) pursuant to an effective registration statement under the Securities Act, and Sxxxxxxxx further agrees to provide to any Person purchasing any of the Exchange Securities from it a notice advising such registration is availablepurchaser that resales of the Exchange Securities are restricted as stated herein. (bf) The exercise of Sxxxxxxxx understands that the Option shall be effective only at such time as counsel certificates for the Exchange Securities purchased pursuant to this Agreement will bear a legend substantially to the Company shall have determined that the issuance and delivery of shares of Company Stock pursuant to such exercise is in compliance with all applicable lawsfollowing effect: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED PURSUANT TO A STOCK INVESTMENT AGREEMENT DATED AS OF AUGUST 27, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded2004, BETWEEN GAINSCO, INC. The Committee mayAND RXXXXX X. XXXXXXXXX SUCH SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, in its sole discretionAS AMENDED (THE “SECURITIES ACT”), defer the effectiveness of any exercise of the Option in order to allow the issuance of shares of Company Stock pursuant thereto to be made pursuant to registration or an exemption from registration or other methods for compliance available under federal or state securities laws. The Committee shall inform the Participant in writing of its decision to defer the effectiveness of the exercise of the Option. During the period that the effectiveness of the exercise of the Option has been deferredOR ANY STATE SECURITIES LAW, the Participant mayAND SUCH SECURITIES MAY NOT BE OFFERED, by written noticeSOLD, withdraw such exercise and obtain the refund of any amount paid with respect theretoTRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

Securities Matters. As of the date of this Agreement, Buyer meets the requirements to be qualified as “well known seasoned issuer” and is eligible to use an “automatic shelf registration statement” as those terms are defined in applicable rules promulgated by the SEC. To Buyer’s knowledge: (ai) The Company shall All annual, quarterly and other reports or forms, and any amendments to any thereof, required to be under no obligation to effect filed by Buyer with the registration SEC (the “SEC Filings”) have been timely filed pursuant to the Securities Act of 1933or the Exchange Act (as each such term is hereinafter defined), as amended applicable. (the “1933 Act”ii) of any interests The SEC Filings complied as to form in the Plan or any shares of Company Stock to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Company Stock pursuant hereto unless and until the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance all material respects with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may requirethe Securities Act and the Exchange Act, as a condition applicable, in effect on the respective dates thereof. None of the issuance and delivery of certificates evidencing shares of Company Stock SEC Filings, when filed pursuant to the terms hereof, that Securities Act or the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legendsExchange Act, as applicable, contained any untrue statements of a material fact or omitted to state any material fact necessary in order to make the Committeestatements therein, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Company Stock, if and when issued upon exercise light of the Optioncircumstances under which they were made, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is availablenot misleading. (biii) The exercise financial statements included in the SEC Filings present fairly, in all material respects, the financial position as of the Option shall be effective only at such time as counsel to the Company shall have determined that the issuance and delivery of shares of Company Stock pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authority dates indicated and the requirements cash flows and results of any securities exchange on which shares operations for the periods specified of Company Stock are traded. The Committee mayBuyer and its consolidated subsidiaries; and (except as otherwise stated in such SEC Filings and, in its sole discretionthe case of unaudited interim financials, defer subject to year-end adjustments and the effectiveness deletion of any exercise complete notes thereto) said financial statements have been prepared in conformity with United States generally accepted accounting principles applied on a consistent basis throughout the periods involved. Since the latest date of the Option financial statements included in order the SEC Filings, there has been no Buyer Material Adverse Effect with respect to allow Buyer and its subsidiaries, taken as a whole. (iv) Except as disclosed in the issuance Buyer’s SEC Filings, Buyer’s auditors and the audit committee of shares the board of Company Stock pursuant thereto directors of Buyer have not been advised of: (A) any significant deficiencies in the design or operation of internal controls that could adversely affect Buyer’s ability to be made pursuant to registration record, process, summarize and report financial data nor any material weaknesses in internal controls; or an exemption from registration (B) any fraud, whether or not material, that involves management or other methods for compliance available under federal employees who have a significant role in Buyer’s internal controls. There have been no significant changes in internal controls or state securities laws. The Committee shall inform the Participant in writing of its decision other factors that could significantly affect internal controls, including any corrective actions with regard to defer the effectiveness of the exercise of the Option. During the period that the effectiveness of the exercise of the Option has been deferred, the Participant may, by written notice, withdraw such exercise significant deficiencies and obtain the refund of any amount paid with respect theretomaterial weaknesses.

Securities Matters. (a) The Company As soon as practicable after the execution of this Agreement, First Avenue, with the full cooperation of FiberTower, shall be under no obligation to effect prepare the registration pursuant application for permit (the “Permit Application”) in connection with the Hearing (as defined below) and the notice sent to the Securities Act holders of 1933FiberTower Shares pursuant to, and meeting the requirements of Article 2 of Subchapter 1 of the California Administrative Code, Title 10, Chapter 3, Subchapter 2, as amended (the “1933 ActHearing Notice”), concerning the hearing (the “Hearing”) held by the California Commissioner of any interests in Corporations (the Plan or any shares “California Commissioner”) to consider the terms and conditions of Company Stock this Agreement and the Merger and the fairness of such terms and conditions pursuant to be issued Section 25142 of the California Corporate Securities Law of 1968, as amended, and the rules promulgated thereunder or (“California Securities Law”). FiberTower shall prepare, with the full cooperation of First Avenue, an information statement relating to effect similar compliance this Agreement and the transactions contemplated hereby (the “FiberTower Information Statement”) such that its completion complies with the required timeliness of the filing of such FiberTower Information Statement (as a supplemental amendment to the Permit Application) under any state lawsthe applicable rules and policies of the California Department of Corporations (the “Department”) and the California Securities Law. The Company Each of FiberTower and First Avenue shall not be obligated use its reasonable best efforts to cause the Permit Application, the Hearing Notice and the FiberTower Information Statement to be issued or delivered any certificates evidencing shares of Company Stock pursuant hereto unless and until the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance comply with all applicable laws, regulations of governmental authority and the requirements of any applicable federal and state securities exchange on which shares of Company Stock are traded. The Committee may require, as a condition of the issuance and delivery of certificates evidencing shares of Company Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Company Stock, if and when issued upon exercise of the Option, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is availablelaws. (b) The exercise Each of FiberTower and First Avenue shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the Option providing party or its counsel, may be required or appropriate for inclusion in the Permit Application, the Hearing Notice or the FiberTower Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other’s counsel and auditors in the preparation of the Permit Application, the Hearing Notice and the FiberTower Information Statement. The FiberTower Information Statement shall constitute a disclosure document for the offer and issuance of the First Avenue Common Shares. Whenever any event occurs that is required to be effective only at such time as counsel set forth in an amendment or supplement to the Company FiberTower Information Statement, FiberTower and First Avenue shall have determined cooperate in delivering any such amendment or supplement to all the holders of FiberTower Shares and/or filing any such amendment or supplement with the California Commissioner or its staff and/or any other appropriate government officials. (c) Except as otherwise permitted by this Agreement, the FiberTower Information Statement shall include the recommendation of the Board of Directors of FiberTower in favor of adoption of this Agreement and approval of the Merger and the Agreement and the conclusion of the Board of Directors of FiberTower that the issuance terms and delivery conditions of shares the Merger are fair to and in the best interests of Company Stock pursuant the stockholders of FiberTower. Notwithstanding anything contained herein to the contrary, FiberTower shall not include in the FiberTower Information Statement any information with respect to First Avenue or its affiliates or associates, the form and content of which information shall not have been approved by First Avenue prior to such exercise is in compliance with all applicable lawsinclusion; provided, regulations of governmental authority and the requirements however, that First Avenue shall not unreasonably withhold approval of any securities exchange on which shares of Company Stock are tradedinformation required to be included by federal or state law or the California Commissioner. The Committee mayFiberTower shall promptly advise First Avenue, and First Avenue shall promptly advise FiberTower, in its sole discretion, defer writing if at any time prior to the effectiveness Effective Time either FiberTower or First Avenue shall obtain knowledge of any exercise of facts that might make it necessary or appropriate to amend or supplement the Option Hearing Notice, the Permit Application, and/or the FiberTower Information Statement, in order to allow make the issuance statements contained or incorporated by reference therein not misleading or to comply with applicable law. FiberTower and First Avenue shall cooperate in delivering any such amendment or supplement to all the holders of shares FiberTower Shares and/or filing any such amendment or supplement with the California Commissioner or its staff and/or any other government officials. (d) First Avenue, with the full cooperation of Company Stock pursuant thereto FiberTower, shall as promptly as practicable prepare, and subject to First Avenue’s receiving the required information from FiberTower, First Avenue shall file with the SEC under cover of Schedule 14C under the Exchange Act, the information statement with respect to the action by written consent of stockholders of First Avenue in connection with the Merger (such information statement in its definitive form, the “First Avenue Information Statement”). First Avenue shall use its reasonable best efforts, and FiberTower shall use its reasonable best efforts to cooperate with First Avenue, including by furnishing all information concerning FiberTower and the holders of the capital stock of FiberTower as may be requested by First Avenue, to have the First Avenue Information Statement cleared by the SEC as promptly as practicable after such filing. Notwithstanding anything contained herein to the contrary, First Avenue shall not include in the First Avenue Information Statement any information with respect to FiberTower or its affiliates or associates, the form and content of which information shall not have been approved by FiberTower prior to such inclusion; provided, however, that FiberTower shall not unreasonably withhold approval of any information required to be made pursuant included therein by law. First Avenue shall use its reasonable best efforts to registration or an exemption from registration or other methods for compliance available under federal or obtain, and FiberTower shall use its reasonable best efforts to cooperate with First Avenue, prior to the Effective Time, all necessary state securities lawslaw or “Blue Sky” permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. The Committee shall inform the Participant in writing of its decision to defer the effectiveness First Avenue will advise FiberTower, promptly after it receives notice thereof, of the exercise time when the First Avenue Information Statement has been cleared by the SEC or any supplement or amendment has been filed, or any request by the SEC for amendment of the Option. During First Avenue Information Statement or comments thereon and responses thereto or requests by the period that SEC for additional information, and shall supply FiberTower with copies of all correspondence between First Avenue, or its representatives, and the effectiveness of the exercise of the Option has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid SEC or its staff with respect thereto. (e) First Avenue will cause the First Avenue Information Statement, at the time it is mailed to stockholders of First Avenue, to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations of the SEC thereunder, provided that FiberTower shall be responsible for furnishing to First Avenue all information relating to FiberTower and holders of FiberTower capital stock as is required to be included therein. FiberTower will cause the information it provides for such purpose to comply as to form in all material respects with such provisions. (f) FiberTower hereby covenants and agrees with First Avenue that the First Avenue Information Statement, at the time it is first mailed to stockholders of First Avenue, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (provided, however, that this paragraph shall apply only to information included or incorporated by reference in the First Avenue Information Statement that was supplied in writing by FiberTower expressly for inclusion therein). If, at any time prior to the Effective Time, any event with respect to FiberTower, or with respect to other information supplied by FiberTower for inclusion in the First Avenue Information Statement, occurs and such event is required to be described in a supplement to the First Avenue Information Statement, FiberTower shall promptly notify First Avenue of such occurrence and shall cooperate with First Avenue in the preparation, filing and dissemination of such supplement. (g) First Avenue hereby covenants and agrees with FiberTower that the First Avenue Information Statement, at the time it is first mailed to stockholders of First Avenue, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (provided, however, that this paragraph shall not apply to any information included or incorporated by reference in the First Avenue Information Statement that was supplied in writing by FiberTower expressly for inclusion therein). If, at any time prior to the Effective Time, any event with respect to First Avenue, or with respect to other information included in the First Avenue Information Statement, occurs and such event is required to be described in a supplement to the First Avenue Information Statement, First Avenue shall promptly notify FiberTower of such occurrence, such event shall be so described and such supplement shall be promptly prepared, filed and disseminated. (h) Neither the First Avenue Information Statement nor any amendment or supplement thereto will be filed or disseminated to the stockholders of First Avenue without the approval of both First Avenue and FiberTower. Each of First Avenue and FiberTower will use its reasonable best efforts to cause the First Avenue Information Statement to be mailed to stockholders of First Avenue as promptly as practicable after the date it is cleared by the SEC. (i) If FiberTower and First Avenue reasonably determine that it would be impossible or impracticable to obtain the Permit or the issuance of the Permit has been denied by the California Commissioner, then FiberTower and First Avenue shall cooperate and use their reasonable best efforts to register the First Avenue Common Shares to be issued in the Merger on a registration statement on Form S-4 under the Securities Act.

Securities Matters. (a) The Company MedPartners and Cardinal shall prepare and Cardinal shall distribute to the holders of Cardinal Shares an information package, including an Offering Circular and Proxy Statement (collectively, the "Information Package") designed to provide each shareholder with such information needed about this Plan of Merger and the Merger in order to qualify the private placement of MedPartners Shares into which the Cardinal Shares are to be under no obligation to effect the registration converted pursuant to this Plan of Merger for the exemption under the Securities Act of 1933, provided by Section 4(2). Cardinal shall provide MedPartners with such information and documentation as amended (shall be reasonably requested by MedPartners in order to prepare the “1933 Act”) of any interests in the Plan or any shares of Company Stock to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Company Stock pursuant hereto unless and until the Company is advised Information Package contemplated by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may require, as a condition of the issuance and delivery of certificates evidencing shares of Company Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Company Stock, if and when issued upon exercise of the Option, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is availablethis Section 6.4(a). (b) The exercise information specifically designated as being supplied by Cardinal for inclusion in the Information Package shall not, at the time the Information Package is delivered to the shareholders of Cardinal, at the time of the Option shall be effective only at such time as counsel to the Company shall have determined that the issuance and delivery of shares of Company Stock pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may, in its sole discretion, defer the effectiveness of any exercise meeting of the Option Cardinal shareholders and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to allow make the issuance statements therein, not misleading. If at any time prior to the Effective Time any event or circumstance relating to Cardinal, or its officers or directors, should be discovered by Cardinal which should be set forth in an amendment or a supplement to the Information Package, Cardinal shall promptly inform MedPartners. (c) The information supplied by MedPartners for inclusion in the Information Package shall not, at the time the Information Package is delivered to the shareholder of Cardinal, at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, not misleading. If at any time prior to the Effective Time any event or circumstance relating to MedPartners, or its officers or Directors, should be discovered by MedPartners which should be set forth in an amendment or a supplement to the Information Package, MedPartners shall promptly inform Cardinal and shall promptly prepare and distribute such amendment or supplement to the Information Package. (d) Prior to the Closing Date, MedPartners shall cause, to the extent required, the shares of Company MedPartners Common Stock pursuant thereto to be made issued pursuant to registration the Merger to be registered or an exemption from registration qualified under all applicable securities or other methods for compliance available under federal or state securities laws. The Committee shall inform the Participant in writing Blue Sky laws of its decision to defer the effectiveness each of the exercise states and territories of the OptionUnited States, and to take any other actions which may be necessary to enable the MedPartners Common Stock to be issued pursuant to the Merger to be distributed in each such jurisdiction. (e) Prior to the Closing Date, MedPartners shall file a Subsequent Listing Application with the NYSE relating to the shares of MedPartners Common Stock to be issued in connection with the Merger, and shall cause such shares of MedPartners Common Stock to be listed on the NYSE, upon official notice of issuance, prior to the Closing Date. (f) Immediately after the Closing Date, MedPartners shall file with the SEC a Registration Statement on Form S-1, or on Form S-3 if then eligible (the "Shelf Registration"), as contemplated in Section 3(a) of a Registration Rights Agreement, in substantially the form attached hereto as Exhibit 6.4(f). During MedPartners shall use its reasonable best efforts to cause such Shelf Registration to be declared effective as soon as practicable thereafter. In connection with the period that Shelf Registration, Cardinal shall and shall use its best effort to cause the effectiveness holders of Cardinal Shares to provide all information regarding Cardinal and such holders as MedPartners shall reasonably require in the preparation of the exercise of the Option has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect theretoShelf Registration.

Securities Matters. Each Shareholder understands that none of the shares of InfoLogix Stock included in the Merger Consideration (including the shares of InfoLogix Stock underlying any option grants pursuant to Section 8.3) have been registered under the Securities Act, on the grounds that the issuance thereof to the Shareholders in connection with the transactions contemplated by this Agreement and the Related Agreements is exempt from registration pursuant to Section 4(2) of the Securities Act and/or Regulation D promulgated under the Securities Act (“Regulation D”), and that the reliance of Merger Sub on such exemptions is predicated in part on the representations, warranties, covenants and acknowledgements set forth in this Section 5.2: (a) The Company shall InfoLogix Stock will be under no obligation acquired by each Shareholder for such Shareholder’s own account, not as a nominee or agent, for investment and without a view to effect resale or other distribution within the registration pursuant meaning of the Securities Act, and such Shareholders will not distribute or transfer any of the InfoLogix Stock in violation of the Securities Act. (b) Each Shareholder acknowledges and confirms that (i) InfoLogix has made available to the Shareholders the opportunity to ask questions of and receive answers from InfoLogix’s officers and directors concerning the terms and conditions of the issuance of the InfoLogix Stock and the business and financial condition of InfoLogix, (ii) he has had an opportunity to review a copy of all of InfoLogix’s filing’s with the United States Securities Act and Exchange Commission, including the Forms 8-K filed by InfoLogix on December 5, 2006 and March 15, 2007, and (iii) he has received to his satisfaction, such additional information, in addition to that set forth herein, about the business and financial condition of 1933, InfoLogix and the terms and conditions of this Agreement as amended he has requested. (c) Each Shareholder: (i) acknowledges that the “1933 Act”) of any interests in the Plan or any shares of Company InfoLogix Stock to be issued thereunder to him is not registered under the Securities Act and must be held indefinitely by such Shareholder unless the InfoLogix Stock is subsequently registered under the Securities Act or to effect similar an exemption from registration is available, (ii) is aware that any routine sales of the InfoLogix Stock made under Rule 144 of the Securities and Exchange Commission under the Securities Act may be made only in limited amounts and in accordance with the terms and conditions of that Rule and that in such cases where the Rule is not applicable, registration or compliance under any state laws. The Company shall with some other registration exemption will be required, (iii) is aware that Rule 144 is not be now and for a period of at least one year following the Closing Date hereof will not be, available for use by such Shareholder for resale of the InfoLogix Stock, and (iv) is aware that InfoLogix is not obligated to cause to be issued register any sale, transfer or delivered any certificates evidencing shares of Company Stock pursuant hereto unless and until the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may require, as a condition other disposition of the issuance and delivery of certificates evidencing shares of Company Stock pursuant to the terms hereof, that the recipient of InfoLogix Stock. (d) Each Shareholder is an “accredited investor” (as such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Company Stock, if and when issued upon exercise of the Option, may be “restricted securities,” as that term is defined in Rule 144 under 501(a) of Regulation D) and has such knowledge and experience in financial and business matters that he is fully capable of evaluating the 1933 Act and, accordingly, risks and merits of his investment in the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is availableInfoLogix Stock. (be) The exercise Each Shareholder acknowledges and agrees that the certificates representing the InfoLogix Stock issuable to such Shareholder will contain a restrictive legend noting the restrictions on transfer described in this Section and under federal and applicable state securities laws, and that appropriate “stop-transfer” instructions will be given to InfoLogix’s stock transfer agent. (f) Each Shareholder acknowledges and agrees that he will not sell or otherwise transfer or dispose of any of the Option InfoLogix Stock or any interest therein without the prior satisfaction of one of the following conditions: (i) InfoLogix shall be effective only at such time as have received a written opinion of counsel to the Company shall have determined that the issuance Shareholder in form and delivery of shares of Company Stock pursuant substance satisfactory to such exercise is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee mayInfoLogix, in its sole discretion, defer the effectiveness of any exercise of the Option in order to allow the issuance of shares of Company Stock pursuant thereto to be made pursuant to registration or an exemption from registration or other methods for compliance available under federal or state securities laws. The Committee shall inform the Participant in writing of its decision to defer the effectiveness of the exercise of its reasonable judgment, or a copy of a “no-action” or interpretive letter of the Option. During SEC, specifying the period nature and circumstances of the proposed transfer and indicating that the effectiveness proposed transfer will not be in violation of any of the exercise registration provisions of the Option has been deferred, Securities Act of 1933 (the Participant may, by written notice, withdraw such exercise “Securities Act”) and obtain the refund rules and regulations promulgated thereunder; or (ii) InfoLogix shall have received an opinion from its own counsel to the effect that the proposed transfer will not be in violation of any amount paid with respect theretoof the registration provisions of the Securities Act and the rules and regulations promulgated thereunder.

Securities Matters. (a) The Company shall be under no obligation to effect HRII and the registration pursuant to the Securities Act of 1933Purchaser have been, as amended (the “1933 Act”) of any interests in the Plan or any shares of Company Stock to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Company Stock pursuant hereto unless and until the Company is advised by its counsel that the issuance and delivery of such certificates is are now, in compliance with all applicable laws, rules and regulations pertaining to the public or private sale of governmental authority securities in the United States, and in each state thereof where its securities are offered for sale and/or sold. HRII has filed all reports, documents and other items which are required to be filed with the Securities Exchange Commission and any applicable state securities agency (collectively, the "Securities Reports"), including without limitation all reports on Form 10-K and Form 10-Q, which are required to have been filed by the date hereof (and shall have filed any such Securities Reports which are required to have been filed as of the Closing Date). All of the statements contained in such Securities Reports were true and correct as of the dates made, and are still true and correct (except to the extent specifically disclosed on any of the HRII's Financial Statements or in the disclosure Schedules attached hereto), and none of such Securities Reports fails to state any material fact which a reasonably prudent person would consider important in making an investment decision in the Purchaser, or any fact which makes the disclosures contained in any Securities Report misleading in the context in which made. HRII has not received any notice from the Securities and Exchange Commission or any state securities agency, or any other person, that it is in violation of ay law, rule, regulation, order, decree or judgment with respect to its securities and, to the best knowledge and belief of HRII and the requirements Purchaser, no grounds for any such notice exist. Neither HRII nor the Purchaser have received any claim or notice from any holder of their respective securities regarding any dispute or other concern relating to or arising out of such person's purchase or ownership of any securities exchange on which shares of Company Stock are traded. The Committee may require, as a condition of the issuance and delivery of certificates evidencing shares of Company Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Company Stock, if and when issued upon exercise of the Option, may be “restricted their respective securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is available. (b) The exercise Set forth on Schedule 3.04(b) are the Shareholders of HRII (the Option shall be effective only at such time as counsel "Purchasers's Insiders"), who have entered into Lock Up Agreements in for m and substance mutually acceptable to the Company shall have determined that the issuance and delivery of shares of Company Stock pursuant to such exercise is in compliance with all applicable lawsparties, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may, in its sole discretion, defer the effectiveness of any exercise of the Option in order to allow the issuance of shares of Company Stock pursuant thereto to be made pursuant to registration or an exemption from registration or other methods for compliance available under federal or state securities laws. The Committee shall inform the Participant in writing of its decision to defer the effectiveness of the exercise of the Option. During the period that the effectiveness of the exercise of the Option has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto.as attached hereto as Exhibit D.

Securities Matters. (a) The Company shall be has filed all SEC Documents, all of which, as of their respective dates, complied in all material respects with all applicable requirements of the Exchange Act. Except to the extent that information contained in any such SEC Document has been revised, amended, supplemented or superseded by a subsequent SEC Document, none of the SEC Documents including, without limitation, any financial statements or schedules included therein, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) The balance sheets and statements of operations, stockholders' equity and cash flows of the Company contained in the SEC Documents (a) comply as to form in all material respects with applicable accounting requirements and rules and regulations of the SEC with respect thereto, (b) have been prepared in accordance with GAAP applied on a basis consistent with prior periods (and, in the case of unaudited financial information, on a basis consistent with year-end audits), (c) are in accordance with the books and records of the Company and (d) present fairly in all material respects the financial condition of the Company at the dates therein specified and the results of its operations and changes in financial position for the periods therein specified. (c) The SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no obligation qualifications or exceptions to effect the registration pursuant matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither the Company nor any of its officers has received any notice from the SEC questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (d) Except as set forth in the SEC Documents, the Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (a) transactions are executed in accordance with management's general or specific authorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (c) access to assets is permitted only in accordance with management's general or specific authorization and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as set forth in the SEC Documents, the Company has established disclosure controls and procedures for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company is made known to the officers by others within those entities. The Company's officers have evaluated the effectiveness of the Company's controls and procedures as of the date prior to the filing date of the most recently filed periodic report under the Exchange Act (such date, the "Evaluation Date"). Since the Evaluation Date, there have been no significant changes in the Company's internal controls or, to the Company's Knowledge, in other factors that could significantly affect the Company's internal controls. (e) The Company has otherwise complied in all material respects with the Securities Act of 1933, as amended (the “1933 Act”) Exchange Act of any interests in the Plan or any shares 1934, Xxxxxxxx-Xxxxx Act of Company Stock to be issued thereunder or to effect similar compliance under any 2002 and all other applicable federal and state laws. The Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Company Stock pursuant hereto unless and until the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable securities laws, regulations of governmental authority rules and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may require, as a condition of the issuance and delivery of certificates evidencing shares of Company Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Company Stock, if and when issued upon exercise of the Option, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is availableregulations. (bf) The exercise Company's common stock is listed on NASDAQ the under the symbol "OPGN" and the Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance in all material respects with all rules and regulations of NASDAQ applicable to it and the Company's common stock. The issuance of the Option shall be effective only at such time as counsel to Securities under this Agreement does not contravene the Company shall have determined that the issuance rules and delivery of shares of Company Stock pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may, in its sole discretion, defer the effectiveness of any exercise of the Option in order to allow the issuance of shares of Company Stock pursuant thereto to be made pursuant to registration or an exemption from registration or other methods for compliance available under federal or state securities laws. The Committee shall inform the Participant in writing of its decision to defer the effectiveness of the exercise of the Option. During the period that the effectiveness of the exercise of the Option has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect theretoNASDAQ.

Securities Matters. (a) The Company shall be Such Seller acknowledges that the shares comprising the Stock Consideration are not registered under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “1933 Act”) of any interests in the Plan or any shares of Company Stock to be issued thereunder state or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Company Stock pursuant hereto unless and until foreign securities Laws on the Company is advised by its counsel grounds that the issuance and delivery of thereof to such certificates Seller in connection with the transactions contemplated by this Agreement is in compliance with all exempt from otherwise applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may require, as a condition of the issuance and delivery of certificates evidencing shares of Company Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representationsregistration requirements, and that the reliance of Buyer on such certificates bear such legendsexemptions is predicated in part on the acknowledgements, as the Committee, representations and warranties set forth in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Company Stock, if and when issued upon exercise of the Option, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is availablethis 3.06. (b) The exercise Such Seller is acquiring its portion of the Option shall shares comprising the Stock Consideration solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof, and such Seller has no plans to enter into any contract, undertaking, agreement or arrangement for any such purpose. (c) Such Seller acknowledges that the shares comprising the Stock Consideration may not be effective only at such time as counsel transferred or sold except pursuant to the Company shall have determined that registration provisions of the issuance and delivery of shares of Company Stock Securities Act or pursuant to such exercise is an applicable exemption therefrom and subject to state and foreign securities Laws and regulations, as applicable. (d) Such Seller has sufficient knowledge and experience in compliance with all applicable laws, regulations financial and business matters so as to be capable of governmental authority evaluating the merits and the requirements risks of any securities exchange on which shares of Company Stock are traded. The Committee may, its investment in its sole discretion, defer the effectiveness of any exercise portion of the Option in order Stock Consideration and is capable of bearing the economic risks of such investment. Such Seller has undertaken such investigation as it has deemed necessary to allow enable it to make an informed and intelligent decision with respect to the issuance of shares of Company Stock pursuant thereto to be made pursuant to registration or an exemption from registration or other methods for compliance available under federal or state securities laws. The Committee shall inform the Participant in writing of its decision to defer the effectiveness execution, delivery and performance of the exercise Transaction Documents. Without limiting the generality of the Option. During foregoing, such Seller acknowledges that Buyer and its Affiliates make no representation or warranty with respect to any projections, estimates or budgets delivered to or made available to such Seller of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Buyer and its subsidiaries or the period that the effectiveness future business and operations of Buyer and its subsidiaries or any other information or documents delivered or made available to such Seller or its Representatives with respect to Buyer and its subsidiaries or any of the exercise of the Option has been deferredforegoing business, the Participant mayassets, by written noticeliabilities or operations, withdraw such exercise and obtain the refund of any amount paid with respect theretoexcept as expressly set forth in this Agreement.

Securities Matters. (a) The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “"1933 Act”") of any interests in the Plan or any shares of Company Stock to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Company Stock pursuant hereto unless and until the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may require, as a condition of the issuance and delivery of certificates evidencing shares of Company Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Company Stock, if and when issued upon exercise of the Option, may be “"restricted securities,” " as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is available. (b) The exercise of the Option shall be effective only at such time as counsel to the Company shall have determined that the issuance and delivery of shares of Company Stock pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may, in its sole discretion, defer the effectiveness of any exercise of the Option in order to allow the issuance of shares of Company Stock pursuant thereto to be made pursuant to registration or an exemption from registration or other methods for compliance available under federal or state securities laws. The Committee shall inform the Participant in writing of its decision to defer the effectiveness of the exercise of the Option. During the period that the effectiveness of the exercise of the Option has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto.

Securities Matters. (a) The Company parties shall use all best efforts to cause the issuance of the Merger Consideration as contemplated under this Agreement to be under no obligation to effect the registration effected in a private placement pursuant to Rule 506 of Regulation D, promulgated under the Securities Act (" Rule 506"). Without limiting the generality of 1933the foregoing, (i) the parties shall cooperate to solicit from each Stockholder who is entitled to receive any portion of the Merger Consideration such information as amended is required to determine its status as an accredited or sophisticated investor (the “1933 Act”alone or together with a purchaser representative) of any interests under Rule 506, including a completed and executed representation letter, in the Plan or any shares of Company Stock to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Company Stock pursuant form attached hereto unless as Exhibit E from each such Stockholder, and until (ii) the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may require, as a condition of Purchaser shall provide all information required for the issuance preparation and delivery of certificates evidencing shares of Company Stock pursuant dissemination to the terms hereof, that Stockholders entitled to vote on the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Company Stock, if and when issued upon exercise of the Option, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordinglyMerger Agreement, the Participant may be Merger and related transactions, an information memorandum containing the information required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is availableby Rule 506. (b) The exercise In the event that the parties determine that the issuance of the Option shall be effective only at such time Merger Consideration as counsel contemplated under this Agreement is unlikely to comply with Rule 506, then Purchaser and the Company shall have determined prepare, and Purchaser shall apply for a permit, in each case as promptly as practicable, from the California Department of Corporations (the "Commissioner") pursuant to Section 25121 of the California Corporate Securities Laws of 1968, as amended, and applicable rules thereunder, in order to obtain a fairness hearing (a "Fairness Hearing") and exemption for the issuance of the Merger Consideration under this Agreement pursuant to Section 3(a)(10) of the Securities Act; provided, however, that the Purchaser shall not be required to modify any of the terms of the Merger in any material manner in order to cause the California Secretary of State to approve the fairness of the terms and conditions of the Merger. The Company and Purchaser will notify each other promptly of the receipt of any comments from the Commissioner or its staff and of any request by the Commissioner or its staff or any other government officials for amendments or supplements to any of the documents filed therewith or any other filing or for additional information and will supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the Commissioner, or its staff or any other government officials, on the other hand, with respect to the filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement or any other filing, the parties shall promptly inform each other of such occurrence and cooperate in filing with the Commissioner or its staff or any other government officials, and/or mailing to the Stockholders, such amendment or supplement. As soon as permitted by the Commissioner, the Company shall mail the related information statement or other disclosure document (collectively, the "Information Statement") to all Stockholders entitled to receive such notice under the California Corporations Code. The Information Statement shall include the unanimous recommendation of the Board of Directors of the Company to the Stockholders to vote in favor of the approval and adoption of the Merger and this Agreement. None of the information supplied by any party in connection with the Fairness Hearing process or the Information Statement or any other document prepared to comply with federal or state securities laws shall contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements contained therein not misleading. (c) In the event that the parties determine that the issuance and delivery of shares of Company Stock the Merger Consideration under this Agreement cannot be made pursuant to such exercise is in compliance with all applicable lawsan exemption from the registration and prospectus delivery requirements of Section 5 of the Securities Act either under Regulation D or pursuant to a Fairness Hearing under Section 3(a)(10) or under any other exemption therefrom, regulations of governmental authority then the Purchaser and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may, shall cooperate in its sole discretion, defer good faith to amend the effectiveness of any exercise structure of the Option in order to transaction contemplated by this Agreement and the terms of this Agreement that would allow the issuance of the maximum number of shares of Purchaser Common Stock otherwise includable as Merger Consideration under this Agreement to the Company Stock pursuant thereto Common Stockholders in compliance with Applicable Securities Laws. Notwithstanding any other provision of this Agreement, any such amendment shall not cause the Merger to be made lose its treatment as a tax-free reorganization as contemplated by Section 3.6 with respect to any non-cash Merger Consideration issuable pursuant to registration or an exemption from registration or other methods for compliance available under federal or state securities laws. The Committee shall inform the Participant in writing of its decision to defer the effectiveness of the exercise of the Option. During the period that the effectiveness of the exercise of the Option has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect theretothis Agreement as so amended.

Securities Matters. (a) The Company shall be Such LED Supply Member that acquires Equity Merger Consideration under this Agreement is doing so for investment and for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof, and has no obligation to effect present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act, this Agreement, or any other Applicable Law. Such LED Supply Member understands that the Equity Merger Consideration issued under this Agreement have not been registered under the Securities Act, by reason of a specific exemption from the registration pursuant to provisions of the Securities Act which depends upon, among other things, the bona fide nature of 1933, as amended (the “1933 Act”) of any interests in investment intent and the Plan or any shares of Company Stock to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Company Stock pursuant hereto unless and until the Company is advised by its counsel that the issuance and delivery accuracy of such certificates LED Supply Member’s representations as expressed in this Section 4.6. (b) Such LED Supply Member is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may require, as a condition of the issuance and delivery of certificates evidencing shares of Company Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Company Stock, if and when issued upon exercise of the Option, may be an “restricted securities,accredited investor” as that term is defined in Rule 144 501 of Regulation D promulgated under the 1933 Act andSecurities Act. (c) Such LED Supply Member that acquires Equity Merger Consideration under this Agreement acknowledges that, accordinglyas of the date hereof, it has been afforded access to information about the Parent and its financial condition, results of operations, business, properties, management, and prospects sufficient to enable it to evaluate its investment, including to review the Parent’s filings with the SEC. Such LED Supply Member has sought such accounting, legal, and Tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Equity Merger Consideration. Such LED Supply Member acknowledges that no party hereto nor any Affiliate or Representative of a party hereto has made any representation, express or implied, with respect to the accuracy, completeness, or adequacy of any available information except or to the extent such information is covered by the representations and warranties contained in this Agreement, any other Transaction Document or set forth in filings with the SEC. (d) Such LED Supply Member that acquires Equity Merger Consideration under this Agreement, either alone or with the assistance of a financial advisor, has such knowledge, sophistication, and experience in financial and business matters that it is capable of evaluating the merits and risks of the receipt of the of Equity Merger Consideration and of protecting its interests in connection therewith. Such LED Supply Member has the ability to bear the economic risk of this investment, including a complete loss of the investment. (e) Such LED Supply Member that acquires Equity Merger Consideration under this Agreement understands that the Equity Merger Consideration issued under this Agreement are characterized as “restricted securities” under Applicable Law inasmuch as they are being acquired from the Parent in a transaction not involving a public offering and that under such Applicable Law, the Participant Equity Merger Consideration may be required to hold resold without registration under the shares Securities Act only in certain limited circumstances. Such LED Supply Member acknowledges that the Equity Merger Consideration must be held indefinitely unless they are a sale of the Equity Merger Consideration is subsequently registered under such the Securities Act or an exemption from such registration is available. (bf) The exercise Such LED Supply Member that acquires Equity Merger Consideration under this Agreement understands and agrees that each book-entry record or certificate representing the Equity Merger Consideration, any securities issued in respect thereof or exchange therefor shall bear a legend in the following form (in addition to any other legend required under Applicable Law) so long as such a legend is required by Applicable Law: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.” (g) Such LED Supply Member that acquires Equity Merger Consideration under this Agreement has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to such LED Supply Member of the Option shall be effective only at such time as counsel to purchase, receipt, or ownership of the Company shall have determined Equity Merger Consideration, including the Tax consequences under Applicable Law. Such LED Supply Member acknowledges that none of the issuance and delivery of shares of Company Stock pursuant Parent, its Affiliates, or its Representatives makes or has made any representations or warranties to such exercise is in compliance with all applicable lawsLED Supply Member regarding the Tax consequences to such LED Supply Member of the receipt or ownership of the Equity Merger Consideration, regulations of governmental authority including the Tax consequences under federal, state, local, and other Applicable Law and the requirements possible effects of any securities exchange on which shares of Company Stock are traded. The Committee maychanges in such laws. (h) Such LED Supply Member that acquires Equity Merger Consideration under this Agreement, in its sole discretionif an individual, defer the effectiveness of any exercise is a resident of the Option state shown in order to allow the issuance records of shares of Company Stock pursuant thereto to be made pursuant to registration or LED Supply. Such LED Supply Member, if an exemption from registration or other methods for compliance available entity, is duly organized, validly existing, and in good standing under federal or state securities laws. The Committee shall inform the Participant in writing Applicable Law of its decision to defer jurisdiction of formation, as reflected in the effectiveness records of the exercise of the Option. During the period that the effectiveness of the exercise of the Option has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect theretoLED Supply.

Securities Matters. (a) 4.2.7.1 The Company shall be Purchaser is a reporting issuer or the equivalent in good standing in all of the jurisdictions where this is required in accordance with all applicable securities laws in each such jurisdiction and the respective rules, regulations, prescribed forms, blanket orders and blanket rulings under no obligation to effect such laws together with applicable published policies, policy statements and notices of the registration pursuant to the Securities Act of 1933, as amended securities regulatory authorities in such jurisdiction (the “1933 ActSecurities Laws”), and no securities commission, stock exchange or similar authority in any such jurisdiction (the “Securities Regulators”) has issued any order preventing or suspending the distribution of Purchaser Shares, nor instituted proceedings for that purpose or any interests other purposes and, to the knowledge of the Purchaser, no such proceedings are pending or contemplated; the Purchaser is in compliance, in all material respects, with all of its applicable continuous disclosure obligations under the Securities Laws; 4.2.7.2 the Purchaser has filed all documents required to be filed by it with the Securities Regulators under applicable Securities Laws, and no document has been filed on a confidential basis with the Securities Regulators that remains confidential at the date hereof other than in connection with the Purchaser’s Equity Financing. All information and statements contained in the Plan documents filed in accordance with applicable Securities Laws (the “Filings”) were true and correct as at the date of the Filings; 4.2.7.3 no material fact or any shares of Company Stock information has been omitted from the Filings which is required to be issued thereunder stated therein or is necessary to effect similar compliance make the statements or information contained therein not misleading in light of the circumstances under any state laws. The Company shall not be obligated to cause to be issued which they were made; and 4.2.7.4 except as has been disclosed in the Filings, there has been no material adverse change (actual, anticipated, contemplated or delivered any certificates evidencing shares threatened) in the business, affairs, operations, assets, liabilities (contingent or otherwise), capital or ownership of Company Stock pursuant hereto unless and until the Company is advised Purchaser since the end of its last completed fiscal years for which financial statements have been reported on by its counsel that auditors and filed with the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may require, as a condition of the issuance and delivery of certificates evidencing shares of Company Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Company Stock, if and when issued upon exercise of the Option, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is availableSecurities Regulators. (b) The exercise of the Option shall be effective only at such time as counsel to the Company shall have determined that the issuance and delivery of shares of Company Stock pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may, in its sole discretion, defer the effectiveness of any exercise of the Option in order to allow the issuance of shares of Company Stock pursuant thereto to be made pursuant to registration or an exemption from registration or other methods for compliance available under federal or state securities laws. The Committee shall inform the Participant in writing of its decision to defer the effectiveness of the exercise of the Option. During the period that the effectiveness of the exercise of the Option has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto.

Securities Matters. (a) The Company shall be has filed all SEC Documents, all of which, as of their respective dates, complied in all material respects with all applicable requirements of the Exchange Act. Except to the extent that information contained in any such SEC Document has been revised, amended, supplemented or superseded by a subsequent SEC Document, none of the SEC Documents including, without limitation, any financial statements or schedules included therein, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) The balance sheets and statements of operations, stockholders' equity and cash flows of the Company contained in the SEC Documents (a) comply as to form in all material respects with applicable accounting requirements and rules and regulations of the SEC with respect thereto, (b) have been prepared in accordance with GAAP applied on a basis consistent with prior periods (and, in the case of unaudited financial information, on a basis consistent with year-end audits), (c) are in accordance with the books and records of the Company and (d) present fairly in all material respects the financial condition of the Company at the dates therein specified and the results of its operations and changes in financial position for the periods therein specified. (c) The SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no obligation qualifications or exceptions to effect the registration pursuant matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither the Company nor any of its officers has received any notice from the SEC questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (d) Except as set forth in the SEC Documents, the Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (a) transactions are executed in accordance with management's general or specific authorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (c) access to assets is permitted only in accordance with management's general or specific authorization and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as set forth in the SEC Documents, the Company has established disclosure controls and procedures for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company is made known to the officers by others within those entities. The Company's officers have evaluated the effectiveness of the Company's controls and procedures as of the date prior to the filing date of the most recently filed periodic report under the Exchange Act (such date, the "Evaluation Date"). Since the Evaluation Date, there have been no significant changes in the Company's internal controls or, to the Company's Knowledge, in other factors that could significantly affect the Company's internal controls. 5 (e) The Company has otherwise complied in all material respects with the Securities Act of 1933, as amended (the “1933 Act”) Exchange Act of any interests in the Plan or any shares 1934, Xxxxxxxx-Xxxxx Act of Company Stock to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Company Stock pursuant hereto unless 2002 and until the Company is advised by its counsel that the issuance all other applicable federal and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may require, as a condition of the issuance and delivery of certificates evidencing shares of Company Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Company Stock, if and when issued upon exercise of the Option, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is available. (b) The exercise of the Option shall be effective only at such time as counsel to the Company shall have determined that the issuance and delivery of shares of Company Stock pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may, in its sole discretion, defer the effectiveness of any exercise of the Option in order to allow the issuance of shares of Company Stock pursuant thereto to be made pursuant to registration or an exemption from registration or other methods for compliance available under federal or state securities laws. The Committee shall inform the Participant in writing of its decision to defer the effectiveness of the exercise of the Option. During the period that the effectiveness of the exercise of the Option has been deferred, the Participant may, by written notice, withdraw such exercise rules and obtain the refund of any amount paid with respect theretoregulations.

Securities Matters. (ai) The Company shall be Stran is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “1933 Securities Act”). (ii) Stran is aware and acknowledges that the LBCC Common Stock issued pursuant to this Agreement has not been registered under the Securities Act and may not be offered or sold unless registered under the Securities Act, or unless offered and sold pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. (iii) LBCC has made available to Stran a copy of LBCC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed since such date, as well as the other filings made by the Company pursuant to Section 13(a) of any interests the Securities Exchange Act of 1934, as amended, as of the execution date of this Agreement (together the “Disclosure Documents”). Stran has read the Disclosure Documents, including the “Risk Factors” set forth in the Plan or any shares of Company Annual Report on Form 10-K, together with this Agreement, and fully understands the information set forth therein and herein. (iv) Stran hereby confirms that the LBCC Common Stock to be issued thereunder acquired by Stran under this Agreement will be acquired for investment for Stran’s own account, not as a nominee or agent, and not with a view to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued the resale or delivered any certificates evidencing shares of Company Stock pursuant hereto unless and until the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements distribution of any securities exchange on which shares of Company Stock are traded. The Committee may require, as a condition of the issuance and delivery of certificates evidencing shares of Company Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representationspart thereof, and that Stran has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, Stran further represents that Stran does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such certificates bear such legendsperson or to any third person, as the Committee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Company Stock, if and when issued upon exercise with respect to any of the Option, may be “restricted securities,” as that term is defined in Rule 144 under LBCC Common Stock. Stran has not been formed for the 1933 Act and, accordingly, specific purpose of acquiring the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is availableLBCC Common Stock. (bv) The exercise Stran has had a reasonable opportunity to discuss LBCC’s business, management, financial affairs and the terms and conditions of the Option shall be effective only at such time as counsel to the Company shall have determined that the issuance and delivery of shares of Company Stock pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may, in its sole discretion, defer the effectiveness of any exercise offering of the Option in order LBCC Common Stock with LBCC’s management and has had an opportunity to allow the issuance of shares of Company Stock pursuant thereto to be made pursuant to registration or an exemption from registration or other methods for compliance available under federal or state securities laws. The Committee shall inform the Participant in writing of its decision to defer the effectiveness of the exercise of the Option. During the period that the effectiveness of the exercise of the Option has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect theretoreview LBCC’s facilities.

Securities Matters. (a) The Company shall Parties hereto acknowledge and agree that the distribution of the FLRish Merger Consideration to holders of FLRish Common Shares will be under no obligation subject to effect the registration pursuant to the Securities Act of 1933, as amended all applicable Canadian and United States securities Laws (the “1933 ActSecurities Laws”) of any interests ), including, without limitation, the restrictions on transfer set forth in the Plan Securities Laws. Lineage and Merger Sub will, subject to each of the Conditions being satisfied by FLRish, issue and deliver the FLRish Merger Consideration to the holders of FLRish Common Shares pursuant to exemptions from the prospectus filing, registration or any shares qualification requirements of Company Stock Securities Laws and otherwise fulfill all legal requirements required to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Company Stock pursuant hereto unless and until the Company is advised fulfilled by its counsel that Lineage in connection with the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may require, as a condition of the issuance and delivery of certificates evidencing shares of Company Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Company Stock, if and when issued upon exercise of the Option, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is availableFLRish Merger Consideration. (b) The exercise persons listed on Schedule 9.11 will enter into and be subject to into an escrow agreement (the “Escrow Agreement”) in a form to be agreed upon by FLRish and Lineage that provides for the escrow of the Option shall shares held by such persons listed on Schedule 9.11 for an anticipated period of thirty-six (36) months from the Closing, with 10% of such shares to be effective only at released on the date that the Subordinate Voting Shares commence trading on the CSE, followed by six subsequent releases of 15% of such time escrowed shares every six (6) months thereafter, or such other escrow as counsel is mutually agreed to by the parties. (c) Lineage agrees, subject to the Company shall have determined Conditions being satisfied by FLRish, that Lineage will file with the issuance CSE any documents, reports and delivery of shares of Company Stock pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee mayinformation, in its sole discretionthe required form, defer required to be filed by CSE requirements in connection with the effectiveness of any exercise of the Option in order to allow Merger and the issuance of the FLRish Merger Consideration, together with any applicable filing fees and other materials. (d) The FLRish Merger Consideration received by holders of FLRish Common Shares may be subject to resale restrictions contained in the Securities Laws applicable to Lineage and the holders of FLRish Common Shares and any shares of Company Stock pursuant thereto that are subject to be made pursuant tax withholding may bear an additional restrictive legend. (e) The certificates representing the Subordinate Voting Shares and the Multiple Voting Shares issued to registration or US Persons will: (i) bear a U.S. restrictive legend set forth in Exhibit D hereto (the “Rule 144 Legend”), and (ii) will bear an exemption from registration or other methods for compliance available under federal or state additional restrictive legend requiring release by Resulting Issuer if such securities lawsare subject to tax withholding. The Committee shall inform the Participant in writing of its decision Resulting Issuer will work to defer the effectiveness facilitate removal of the exercise legends on a timely and commercially reasonable efforts basis. (f) In addition to the restrictive legends on the FLRish Merger Consideration, each of the Option. During the period that the effectiveness holders of the exercise of the Option has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect theretoFLRish Common Shares will be subject to applicable Canadian securities law restrictions.

Securities Matters. (a) The Company MedPartners shall prepare and distribute to the holders of Sheer, Aheaxx Xxxres an information package (the "Information Package") designed to provide such shareholders with such information as they shall need about this Plan of Merger and the Merger in order to qualify the private placement of MedPartners Shares into which the Sheer, Aheaxx Xxxres are to be under no obligation to effect the registration converted pursuant to this Plan of Merger for the exemption under the Securities Act of 1933provided by Section 4(2) promulgated thereunder. Sheer, Aheaxx xxxll provide MedPartners with such information and documentation as amended (shall be reasonably requested by MedPartners in order to prepare the “1933 Act”) of any interests in the Plan or any shares of Company Stock to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Company Stock pursuant hereto unless and until the Company is advised Information Package contemplated by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may require, as a condition of the issuance and delivery of certificates evidencing shares of Company Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Company Stock, if and when issued upon exercise of the Option, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is availablethis Section 7.4(a). (b) The exercise information specifically designated as being supplied by Sheer, Aheaxx xxx inclusion in the Information Package shall not, at the time the Proxy Statement is first mailed to holders of Sheer, Aheaxx Xxxres, at the time of the Option shall Shareholders Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be effective only at such time as counsel to the Company shall have determined that the issuance and delivery of shares of Company Stock pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may, in its sole discretion, defer the effectiveness of any exercise of the Option stated therein or necessary in order to allow make the issuance statements therein, not misleading. The information specifically designated as being supplied by Sheer, Aheaxx xxx inclusion in the Proxy Statement shall not, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to holders of Sheer, Aheaxx Xxxres, at the time of the Shareholders Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to Sheer, Aheaxx, xx its officers or Directors, should be discovered by Sheer, Aheaxx xxxch should be set forth in the Proxy Statement, Sheer, Aheaxx xxxll promptly inform MedPartners. (c) The information specifically designated as being supplied by MedPartners for inclusion in the Information Package shall not, at the time the Proxy Statement is first mailed to holders of Sheer, Aheaxx Xxxres, at the time of the Shareholders Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, not misleading. The information specifically designated as being supplied by MedPartners for inclusion in the Proxy Statement to be sent to the holders of Sheer, Aheaxx Xxxres in connection with the Shareholders Meeting shall not, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to holders of Sheer, Aheaxx Xxxres, at the time of the Shareholders Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, not misleading. If at any time prior to the Effective Time any event or circumstance relating to MedPartners or its officers or Directors, should be discovered by MedPartners which should be set forth in the Proxy Statement, MedPartners shall promptly inform Sheer, Aheaxx. (d) Prior to the Closing Date, MedPartners shall file a Subsequent Listing Application with the NYSE relating to the shares of Company MedPartners Common Stock pursuant thereto to be made pursuant issued in connection with the Merger, and shall cause such shares of MedPartners Common Stock to registration or an exemption from registration or other methods for compliance available under federal or state securities laws. The Committee shall inform be listed on the Participant in writing NYSE, upon official notice of its decision issuance, prior to defer the effectiveness of the exercise of the Option. During the period that the effectiveness of the exercise of the Option has been deferredClosing Date. (e) Sheer, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid Aheaxx xxxll furnish all information to MedPartners with respect theretoto Sheer, Aheaxx xx MedPartners may reasonably request for inclusion in the Proxy Statement and shall otherwise cooperate with MedPartners in the preparation and filing of such documents.

Securities Matters. As of the date of this Agreement, Xxxxx meets the requirements to be qualified as “well known seasoned issuer” and is eligible to use an “automatic shelf registration statement” as those terms are defined in applicable rules promulgated by the SEC. To Buyer’s knowledge: (ai) The Company shall All annual, quarterly and other reports or forms, and any amendments to any thereof, required to be under no obligation to effect filed by Buyer with the registration SEC (the “SEC Filings”) have been timely filed pursuant to the Securities Act of 1933or the Exchange Act (as each such term is hereinafter defined), as amended applicable. (the “1933 Act”ii) of any interests The SEC Filings complied as to form in the Plan or any shares of Company Stock to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Company Stock pursuant hereto unless and until the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance all material respects with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may requirethe Securities Act and the Exchange Act, as a condition applicable, in effect on the respective dates thereof. None of the issuance and delivery of certificates evidencing shares of Company Stock SEC Filings, when filed pursuant to the terms hereof, that Securities Act or the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legendsExchange Act, as applicable, contained any untrue statements of a material fact or omitted to state any material fact necessary in order to make the Committeestatements therein, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Company Stock, if and when issued upon exercise light of the Optioncircumstances under which they were made, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is availablenot misleading. (biii) The exercise financial statements included in the SEC Filings present fairly, in all material respects, the financial position as of the Option shall be effective only at such time as counsel to the Company shall have determined that the issuance and delivery of shares of Company Stock pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authority dates indicated and the requirements cash flows and results of any securities exchange on which shares operations for the periods specified of Company Stock are traded. The Committee mayBuyer and its consolidated subsidiaries; and (except as otherwise stated in such SEC Filings and, in its sole discretionthe case of unaudited interim financials, defer subject to year-end adjustments and the effectiveness deletion of any exercise complete notes thereto) said financial statements have been prepared in conformity with United States generally accepted accounting principles applied on a consistent basis throughout the periods involved. Since the latest date of the Option financial statements included in order the SEC Filings, there has been no Buyer Material Adverse Effect with respect to allow Buyer and its subsidiaries, taken as a whole. (iv) Except as disclosed in the issuance Buyer’s SEC Filings, Xxxxx’s auditors and the audit committee of shares the board of Company Stock pursuant thereto directors of Buyer have not been advised of: (A) any significant deficiencies in the design or operation of internal controls that could adversely affect Buyer’s ability to be made pursuant to registration record, process, summarize and report financial data nor any material weaknesses in internal controls; or an exemption from registration (B) any fraud, whether or not material, that involves management or other methods for compliance available under federal employees who have a significant role in Buyer’s internal controls. There have been no significant changes in internal controls or state securities laws. The Committee shall inform the Participant in writing of its decision other factors that could significantly affect internal controls, including any corrective actions with regard to defer the effectiveness of the exercise of the Option. During the period that the effectiveness of the exercise of the Option has been deferred, the Participant may, by written notice, withdraw such exercise significant deficiencies and obtain the refund of any amount paid with respect theretomaterial weaknesses.