Common use of Securities Matters Clause in Contracts

Securities Matters. (a) Seller Parent 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 Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the ability to bear the economic risk of this investment, including complete loss of the investment. (b) Seller Parent is acquiring the Stock Consideration for investment 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 present intention of selling, granting any participation in or otherwise distributing the same. Seller Parent understands that the Stock Consideration has not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23. (c) Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely unless a sale of the Stock Consideration is subsequently registered under the Securities Act or an exemption from such registration is available. Seller Parent is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject to the satisfaction of certain conditions. Seller Parent is aware that the Stock Consideration is subject to restrictions on resale under Israeli securities laws.

Securities Matters. (a) Seller acknowledges that the Buyer Preferred Stock, the Parent Preferred Stock, the Parent Common Stock, the Parent Stockholder Options, the Buyer Common Stock and the common stock of Parent transferred to Seller upon exercise of the Parent Stockholder Options (the "Option Stock") have not been registered under the Securities Act of 1933, as amended and applicable state securities laws (collectively the "Acts") in reliance on available exemptions from the registration requirements thereof. The Buyer Preferred Stock, the Parent Preferred Stock, the Parent Common Stock, the Parent Stockholder Options, the Buyer Common Stock and the Option Stock are sometimes collectively referred to herein as the "Securities." (b) Seller has had access to and an opportunity to inspect all relevant information relating to Buyer, Parent and Sterling sufficient to enable Seller to evaluate the merits and risks of its acquisition of the Securities. Seller also has had the opportunity to ask questions and receive answers respecting, and to obtain such additional information as Seller has desired regarding, the business, financial condition and affairs of Buyer, Parent and Sterling. (c) Seller has such knowledge, sophistication knowledge and experience in financial and business matters that it Seller is capable of evaluating the merits and risks of the receipt its acquisition of the Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the ability to bear the economic risk of this investment, including complete loss of the investmentSecurities. (bd) Seller's acquisition of the Securities is and the acquisition by Seller of the Option Stock upon exercise of the Parent is acquiring the Stock Consideration Stockholder Options will be, for Seller's own account for investment for its own account, not as a nominee or agentpurposes, and not with without a view to, or for resale offer or sale on behalf of Buyer, Sterling or Parent or any of the existing stockholders of Parent in connection with, the distribution thereof or any distribution portion thereof, . Seller is not participating and has no present intention of selling, granting any does not have a participation in any such distribution or otherwise distributing the same. underwriting of any such distribution. (e) Seller Parent understands that the Stock Consideration has not been Securities must be held for an indefinite period of time unless subsequently registered under the Securities Act, by reason of a specific exemption Acts or exemptions from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23requirements thereof are available. (cf) Seller has been advised by Buyer and Parent understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration (i) Rule 144 under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that at present is not applicable to the Stock Consideration must Securities and (ii) registration under the Acts or exemptions from the registration requirements thereof will be held indefinitely unless a required for any subsequent sale or other distribution of the Stock Consideration is subsequently registered under the Securities Act or an exemption from such registration is available. Seller Parent is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject to the satisfaction of certain conditions. Seller Parent is aware that the Stock Consideration is subject to restrictions on resale under Israeli securities lawsSecurities.

Securities Matters. (a) Seller Parent has such knowledge, sophistication and experience in financial and business matters that it is capable of evaluating the merits and risks VII.1 Upon conversion of the receipt of Note, the Stock Consideration and of protecting its interests in connection herewith. Seller Parent has Conversion Stock, will be received by the ability to bear the economic risk of this investment, including complete loss of the investment. (b) Seller Parent is acquiring the Stock Consideration Lender for investment purposes for its own account, not as a nominee or agent, and not with a the view to, or for resale in connection with, any distribution thereof, and has no present intention of selling, granting any participation in or otherwise distributing the same. Seller Parent Lender understands that the Conversion Stock Consideration has will not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of various states, by reason of a specific specified exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23thereunder. (c) Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent VII.2 Lender acknowledges that the Conversion Stock Consideration must may not be held indefinitely resold unless a sale of the Stock Consideration is they are subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available. Seller Parent Lender has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act which permit permits limited resale of shares the securities purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject to the satisfaction of certain conditions. Seller Parent conditions including, among other things, the availability of certain current public information about Borrower and compliance with applicable requirements regarding the holding period and the amount of securities to be sold and the manner of sale. VII.3 Lender has received and carefully reviewed (i) Borrower's Registration Statement on Form S-1, (ii) all other information filed by Borrower pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended. VII.4 Lender is aware that no federal or state or other agency has passed upon or made any finding or determination concerning the fairness of the transactions contemplated by this Agreement or the adequacy of the disclosure of the exhibits and schedules hereto and the Lender must forego the Conversion Stock, if an, that such a review would provide. VII.5 Lender understands and acknowledges that neither the Internal Revenue Service nor any other tax authority has been asked to rule on nor has it ruled on the tax consequences of the transactions contemplated hereby. VII.6 Lender represents and covenants that it is arid "Accredited Investor" as the term is defined in Rule 501(a) of Regulation D under the Securities Act. VII.7 Lender understands that all certificates for the Conversion Stock Consideration is subject to restrictions on resale under Israeli securities lawsshall 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. THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE ISSUER OF AN OPINION OF COUNSEL, SATISFACTORY 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) Seller Parent has WYI is an “accredited investor” as such knowledgeterm is defined in Rule 501(a) promulgated under the Securities Act, sophistication and experience in financial and business matters that it is capable of evaluating the merits and risks of the receipt of financially able to hold the Stock Consideration to be received hereunder for long-term investment and of protecting its interests in connection herewith. Seller Parent has the ability to bear the economic risk of this investment, including suffer a complete loss of the such investment. (b) Seller Parent is acquiring the . The Stock Consideration for investment to be received by WYI hereunder is being obtained by WYI for its own account, not as a nominee or agentaccount for investment purposes, and not with a view to, or for resale in connection with, to any distribution thereofthereof in violation of the Securities Act. WYI has had the opportunity to ask questions of the Buyer and its officers and employees and to receive to WYI’s satisfaction such information about the business and financial condition of the Buyer as WYI considers necessary or appropriate for deciding whether to acquire the Stock Consideration, and WYI is fully capable of understanding and evaluating the risks associated with the ownership of the Stock Consideration to be received by WYI hereunder. (b) WYI has conducted its own diligence investigation with respect to the merits and risks associated with its investment in the Stock Consideration to be received by it hereunder. Notwithstanding that representatives of the Buyer may have provided information to WYI, WYI is not relying on, and has no present intention of sellingnot relied on, granting any participation in representation by the Buyer or otherwise distributing the same. Seller Parent understands that the Stock Consideration has not been registered under the Securities Act, by reason of a specific exemption from the registration provisions any Affiliate or Representative of the Securities Act which depends upon, among other things, the bona fide nature Buyer with respect to any aspect of the investment intent business or prospects of the Buyer or its subsidiaries, other than the representations and warranties of the accuracy of Seller Parent’s representations as expressed in this Section 4.23Buyer hereunder. (c) Seller Parent WYI understands and acknowledges that the Stock Consideration is characterized as to be received by it hereunder are “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Buyer Parent in a transaction not involving a public offering and that that, under such laws and applicable regulations the Stock Consideration regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges In addition, WYI represents that the Stock Consideration must be held indefinitely unless a sale of the Stock Consideration it is subsequently registered familiar with Rule 144 under the Securities Act or an exemption from such registration is available. Seller Parent is aware of Act, as presently in effect, and understands the provisions of Rule 144 promulgated under resale limitations imposed thereby and by the Securities Act which permit limited resale of shares purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject to the satisfaction of certain conditions. Seller Parent is aware that the Stock Consideration is subject to restrictions on resale under Israeli securities lawsAct.

Securities Matters. (a) The Seller is not a U.S. person as that term is defined under Regulation S of the Securities Act. The Seller was outside of the United States as of the date of the execution and delivery of this Agreement and is outside the United States as of the Closing Date. The Seller acknowledges that the Parent has such knowledgeShares are being issued to the Seller for its own account and not for distribution nor on behalf of any U.S. person, sophistication and experience the sale and issuance have not been pre-arranged with a purchaser in financial the United States. The Seller acknowledges that the investment in the Parent Shares involves a high degree of risk and business matters further acknowledges that it is capable of evaluating the merits and risks of the receipt of the Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the ability to can bear the economic risk of this investment, including complete loss of the investment. (b) investment in the Parent Shares. The Seller Parent is acquiring the Stock Consideration for investment 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 present intention of selling, granting any participation in or otherwise distributing the same. Seller Parent understands that the Stock Consideration has not been registered under the Securities Act, by reason of Parent Shares are being offered to it in reliance on a specific exemption from the registration provisions requirements of U.S. federal and state securities laws and that the Parent is relying upon the truth and accuracy of the Securities Act which depends uponrepresentations, among other thingswarranties, the bona fide nature agreements, acknowledgments, and understandings of the investment intent Seller set forth herein in order to determine the applicability of such exemptions and the accuracy suitability of the Seller to be issued the Parent Shares. (b) The Seller has been furnished with access to all publicly available materials relating to the business, finances, and operation of the Parent’s representations as expressed in this Section 4.23. The Seller understands that no governmental agency has passed on or made any recommendation or endorsement of the Parent Shares. (c) The Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely unless a Parent Shares are freely transferable and without restriction if the transfer or sale of the Stock Consideration Parent Shares occurs outside of the U.S. and is subsequently made with a non-U.S. person subject to applicable foreign securities laws. The Seller agrees that any transfer or resale of the Parent Shares on any U.S. securities exchange or to a U.S. person shall be registered under pursuant to the Securities Act or transferred or sold pursuant to an available exemption from such registration is available. registration. (d) The Seller Parent is aware understands and agrees that each certificate or entry in the records of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in Transfer Agent representing any Parent Shares shall bear a private placement legend or shares owned by certain Persons associated a notation with Buyer Parent subject language to the satisfaction effect of certain conditionsthe following (in addition to any other legend or notation required under Applicable Law) so long as such a legend or notation is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED WITH ANY AGENCY OR SIMILAR ORGANIZATION WITH ANY NON-U.S. JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED EXCEPT: (I) OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT (“REGULATION S”) AND IN COMPLIANCE WITH APPLICABLE NON-U.S. SECURITIES LAWS, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT, OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT (INLCUDING RULE 144, IF AVAILABLE), AND, IF REQUESTED BY THE ISSUER, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER COMPLIES WITH THE ACT OR APPLICABLE NON-U.S. SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED EXCEPT IN COMPLIANCE WITH THE ACT.” (e) The Seller has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to the Seller of the purchase, receipt, or ownership of the Parent is aware Shares, including the Tax consequences under Applicable Law. The Seller acknowledges that none of the Stock Consideration is subject Parent, its Affiliates, or its representatives makes or has made any representations or warranties to restrictions on resale the Seller regarding the Tax consequences to the Seller of the receipt or ownership of any Parent Shares, including the Tax consequences under Israeli securities Applicable Law and the possible effects of changes in such laws.

Securities Matters. This Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended, (athe “Securities Act”) Seller Parent has such knowledgeand have been issued to the Holder for investment purposes and not with a view to the distribution of either the Warrant or the Warrant Shares. Each certificate for the Warrant, sophistication the Warrant Shares and experience any other security issued or issuable upon exercise of this Warrant shall contain a legend on the face thereof, in financial form and business matters substance satisfactory to counsel for the Corporation, setting forth the restrictions on transfer contained in this Section. The Holder understands that it is capable of evaluating this Warrant and the merits Warrant Shares constitute “restricted securities” under federal securities laws and risks acknowledges that Rule 144 of the receipt Securities and Exchange Commission is not now, and may not in the future be, available for resale of this IRELAND INC. 3 Common Stock Purchase Warrant Certificate Warrant and/or the Warrant Shares. By acceptance of this certificate, the Holder acknowledges and agrees that: (1) The Holder is acquiring this Warrant and the Warrant Shares for its own account for investment, with no present intention of dividing its interest with others or of reselling or otherwise disposing of all or any portion of the Stock Consideration same; (2) The Holder does not intend any sale of this Warrant or the Warrant Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non- occurrence of any predetermined event or circumstance; (3) The Holder has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for or which is likely to compel a disposition of this Warrant or the Warrant Shares; (4) The Holder is not aware of any circumstances presently in existence which are likely in the future to prompt a disposition of this Warrant or the Warrant Shares; (5) This Warrant and the Warrant Shares were offered to the Holder in direct communication between the Holder and the Corporation and not through any advertisement of protecting its interests in connection herewith. Seller Parent any kind; and (6) The Holder has the ability financial means to bear the economic risk of this investment, including complete loss of the investment. (b) Seller Parent is acquiring investment which it hereby agrees to make. All certificates representing the Stock Consideration for investment for its own account, not as a nominee or agent, and not Warrant Shares will be endorsed with a view to, legend substantially as follows or for resale in connection with, any distribution thereof, and has no present intention of selling, granting any participation in such similar or otherwise distributing other legends as deemed advisable by the same. Seller Parent understands that the Stock Consideration has not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of Corporation to ensure compliance with the Securities Act which depends upon, among and any other things, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23. (c) Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities applicable laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely unless a sale of the Stock Consideration is subsequently registered under the Securities Act or an exemption from such registration is available. Seller Parent is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject to the satisfaction of certain conditions. Seller Parent is aware that the Stock Consideration is subject to restrictions on resale under Israeli securities laws.regulations:

Securities Matters. (a) Each Seller Parent has is financially able to hold the Consideration Shares received by such knowledge, sophistication Seller for long-term investment and experience in financial and business matters that it is capable of evaluating the merits and risks of the receipt of the Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the ability to bear the economic risk of this investment, including suffer a complete loss of such Seller’s investment in that portion of the investment. (b) Consideration Shares received by such Seller Parent is acquiring the Stock hereunder. The Consideration Shares received by each such Seller hereunder are being obtained by each such respective Seller for his, her or its own account for investment for its own account, not as a nominee or agentpurposes, and not with a view to, or for resale in connection with, to any distribution thereofthereof in violation of any applicable securities Laws. Each Seller has had the opportunity to ask questions of Parent and its officers and employees and to receive to such Seller’s satisfaction such information about the business and financial condition of Parent as such Seller considers necessary or appropriate for deciding whether to acquire the Consideration Shares, and such Seller is fully capable of understanding and evaluating the risks associated with the ownership of the Consideration Shares received by such Seller hereunder. (b) Each Seller receiving any Consideration Shares hereunder has conducted his, her or its own diligence investigation with respect to the merits and risks associated with his, her or its investment in the Consideration Shares to be received by such Seller hereunder. Notwithstanding that representatives of Parent may have provided information to such Seller, such Seller is not relying on, and has no present intention not relied on, any representation by Parent or any Affiliate or Representative of selling, granting Parent with respect to any participation in or otherwise distributing the same. Seller Parent understands that the Stock Consideration has not been registered under the Securities Act, by reason of a specific exemption from the registration provisions aspect of the Securities Act which depends uponbusiness or prospects of Parent or its Subsidiaries, among other things, than the bona fide nature representations and warranties of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23Parent hereunder. (c) Each Seller Parent understands and acknowledges that the Stock Consideration is characterized as Shares received by such Seller hereunder are “restricted securities” under the U.S. United States federal securities laws Laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that that, under such laws Laws and applicable regulations the Stock Consideration regulations, such securities may be resold without registration under the Securities Act applicable United States securities Laws only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely unless a sale of the Stock Consideration is subsequently registered under the Securities Act or an exemption from such registration is available. Seller Parent is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject to the satisfaction of certain conditions. Seller Parent is aware that the Stock Consideration is subject to restrictions on resale under Israeli securities laws.

Securities Matters. (a) Each Seller Parent agrees that such Seller was in a position to obtain information from Buyer that has such knowledgeenabled it to evaluate its investment in Buyer. Such Seller has had an opportunity to ask questions of and obtain additional information from the officers of Buyer concerning the business and financial condition of Buyer and its anticipated business. (b) In the transaction subject to this Agreement, sophistication each Seller is acquiring the Common Stock for its own account for investment purposes, and experience in financial and business matters not with a view to distribution. (c) Each Seller acknowledges that it is capable of evaluating Buyer has not registered with the merits and risks SEC or any state agency any of the receipt Common Stock that will be issued to such Seller as part of the Stock Consideration Purchase Price. As such, it constitutes restricted securities. (d) Each Seller acknowledges (1) that Buyer has sustained losses in the past; (2) that there can be no assurance that net income will be realized by Buyer or its Affiliates; and of protecting (3) as such, there can be no assurance that such Seller will receive any return on its interests in connection herewithinvestment. (e) Each Seller understands that there is no assurance that Buyer will achieve any net income that is passed on to such Seller. Such Seller Parent has the ability is an entity that is able to bear the economic risk of an investment in the Common Stock of Buyer. In making this investmentstatement, including such Seller has considered whether it could afford to hold the Common Stock for an indefinite period and whether, at this time, it could afford a complete loss of the its investment. (bf) Each Seller Parent understands and acknowledges that although the Common Stock it receives as part of the Purchase Price might be able to be transferred without registration under the Act, any such transfer may be subject to registration under applicable state securities laws. Such Seller agrees that it will not sell or otherwise transfer that Common Stock unless it is acquiring the Stock Consideration for investment for its own account, not as a nominee or agent, and not with a view toregistered, or for resale in connection with, unless an exemption from any distribution thereof, federal and has no present intention state registration requirements are available to the satisfaction of selling, granting any participation in or otherwise distributing the sameBuyer. Such Seller Parent understands agrees that the certificate(s) evidencing that Common Stock Consideration has can contain a restrictive legend, in a form the same as or similar to the following: “The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), by reason of a specific exemption from or under the registration comparable provisions of the Securities Act which depends upon, among securities laws of any state or other things, the bona fide nature of the investment intent jurisdiction; and the accuracy of Seller Parent’s representations as expressed in this Section 4.23. (c) Seller Parent understands that the Stock Consideration is characterized as are therefore “restricted securities” as defined in Rule 144 under the U.S. federal securities laws inasmuch as they are being acquired Act. The shares may not be offered for sale, sold, or otherwise transferred except pursuant to an effective registration statement under the Act and other applicable laws, or pursuant to an exemption from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that and other applicable laws, the Stock Consideration must availability of which is to be held indefinitely unless a sale of the Stock Consideration is subsequently registered under the Securities Act or an exemption from such registration is available. Seller Parent is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject established to the satisfaction of certain conditions. the corporation.” (g) Each Seller Parent is aware agrees that the Common Stock Consideration is subject to restrictions on resale under Israeli securities lawsacquired by such Seller as part of the Purchase Price will not be resold, or offered for resale, or otherwise transferred by such Seller for a period of at least twelve months after the Closing Date. (h) EACH SELLER ACKNOWLEDGES AND AGREES THAT NEITHER BUYER, NOR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, OR AGENTS MAKES ANY REPRESENTATIONS OR WARRANTIES (1) CONCERNING THE PAST PERFORMANCE OF BUYER OR ITS AFFILIATES AND THEIR RESPECTIVE BUSINESSES, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT; OR (2) CONCERNING THE FUTURE PERFORMANCE OF BUYER OR ITS AFFILIATES AND THEIR RESPECTIVE BUSINESSES.

Securities Matters. (a) Seller Parent agrees that Seller was in a position to obtain information from Buyer that has such knowledgeenabled it to evaluate its investment in Buyer. Seller has had an opportunity to ask questions of and obtain additional information from the officers of Buyer concerning the business and financial condition of Buyer and its anticipated business. (b) In the transaction subject to this Agreement, sophistication Seller is acquiring the Common Stock for its own account for investment purposes, and experience in financial and business matters not with a view to distribution. (c) Seller acknowledges that it is capable of evaluating Buyer has not registered with the merits and risks SEC or any state agency any of the receipt Common Stock that will be issued to Seller as part of the Stock Consideration Purchase Price. As such, it constitutes restricted securities. (d) Seller acknowledges (1) that Buyer has sustained losses in the past; (2) that there can be no assurance that net income will be realized by Buyer or its affiliates; and of protecting (3) as such, there can be no assurance that Seller will receive any return on its interests in connection herewithinvestment. (e) Seller understands that there is no assurance that the Company will achieve any net income that is passed on to Seller. Seller Parent has the ability is an entity that is able to bear the economic risk of an investment in the Common Stock Buyer. In making this investmentstatement, including Seller has considered whether it could afford to hold the Common Stock for an indefinite period and whether, at this time, it could afford a complete loss of the its investment. (bf) Seller Parent understands and acknowledges that although the Common Stock it receives as part of the Purchase Price might be able to be transferred without registration under the Act, any such transfer may be subject to registration under applicable state securities laws. Seller agrees that it will not sell or otherwise transfer that Common Stock unless it is acquiring the Stock Consideration for investment for its own account, not as a nominee or agent, and not with a view toregistered, or for resale in connection with, unless an exemption from any distribution thereof, federal and has no present intention state registration requirements are available to the satisfaction of selling, granting any participation in or otherwise distributing the sameBuyer. Seller Parent understands agrees that the certificate(s) evidencing that Common Stock Consideration has can contain a restrictive legend, in a form the same as or similar to the following: “The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), by reason of a specific exemption from or under the registration comparable provisions of the Securities Act which depends upon, among securities laws of any state or other things, the bona fide nature of the investment intent jurisdiction; and the accuracy of Seller Parent’s representations as expressed in this Section 4.23. (c) Seller Parent understands that the Stock Consideration is characterized as are therefore “restricted securities” as defined in Rule 144 under the U.S. federal securities laws inasmuch as they are being acquired Act. The shares may not be offered for sale, sold, or otherwise transferred except pursuant to an effective registration statement under the Act and other applicable laws, or pursuant to an exemption from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that and other applicable laws, the Stock Consideration must availability of which is to be held indefinitely unless a sale of the Stock Consideration is subsequently registered under the Securities Act or an exemption from such registration is available. Seller Parent is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject established to the satisfaction of certain conditions. the corporation.” (g) Seller Parent is aware agrees that the Common Stock Consideration is subject to restrictions on resale under Israeli securities lawsacquired by Seller as part of the Purchase Price will not be resold, or offered for resale, or otherwise transferred by Seller for a period of at least six months after the Closing Date. (h) SELLER ACKNOWLEDGES AND AGREES THAT NEITHER BUYER, NOR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, OR AGENTS MAKES ANY REPRESENTATIONS OR WARRANTIES (1) CONCERNING THE PAST PERFORMANCE OF BUYER OR ITS AFFILIATES AND THEIR RESPECTIVE BUSINESSES, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT; OR (2) CONCERNING THE FUTURE PERFORMANCE OF BUYER OR ITS AFFILIATES AND THEIR RESPECTIVE BUSINESSES.

Securities Matters. (a) Seller Parent The Assignee understands that the offering and sale of the Shares under the Purchase Agreement is intended to be exempt from the registration requirements of the Securities Act. The Shares are being acquired by the Assignee for its own account and without a view to the public distribution of the Shares or any interest therein. The Assignee is an "accredited investor" as such term is defined in Regulation D promulgated under the Securities Act. The Assignee is not a broker-dealer subject to Regulation T promulgated by the Board of Governors of the Federal Reserve System. The Assignee has such knowledge, sophistication sufficient knowledge and experience in financial and business matters that it is so as to be capable of evaluating the merits and risks of its investment in the receipt Shares, and the Assignee is capable of the Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the ability to bear bearing the economic risk risks of this such investment, including a complete loss of its investment in the investment. Shares. In evaluating the suitability of an investment in the Shares, the Assignee has relied upon the representations, warranties, covenants and agreements made by the Seller in the Purchase Agreement and on such other information regarding the Company sufficient to allow the Assignee to make an informed decision regarding purchase of the Shares. The Assignee has not relied upon any other representations or other information (bwhether oral or written and including any estimates, projections or supplemental data) made or supplied by or on behalf of Seller, the Company or any Affiliate, employee, agent or other representative of Seller Parent is acquiring or the Stock Consideration for investment for its own account, not Company other than as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof, and contemplated by this Section 3.e. The Assignee acknowledges that Seller has no present intention responsibility for any information furnished to it other than as set forth in the representations and warranties made by Seller in the Purchase Agreement. The Assignee understands and agrees that it may not sell or dispose of selling, granting any participation of the Shares other than pursuant to a registered offering or in or otherwise distributing the same. Seller Parent understands that the Stock Consideration has not been registered under the Securities Act, by reason of a specific exemption transaction exempt from the registration provisions requirements of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23. (c) Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and Shares will bear an appropriate legend to that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely unless a sale of the Stock Consideration is subsequently registered under the Securities Act or an exemption from such registration is available. Seller Parent is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject to the satisfaction of certain conditions. Seller Parent is aware that the Stock Consideration is subject to restrictions on resale under Israeli securities lawseffect.

Securities Matters. (a) The Seller Parent is a corporation (i) with total assets in excess of $5,000,000 and (ii) not formed for the specific purpose of acquiring the Buyer’s Stock. (b) The Seller has been furnished with all materials that he or she has requested relating to the Buyer and the issuance of the Buyer’s Stock, and the Buyer has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information. The Buyer has answered all inquiries that the Seller has made of it concerning the Buyer and the issuance of the Buyer’s Stock. (c) The Seller is acquiring the Buyer’s Stock for its own account and not for the account of any other Person. The Seller agrees that it will not resell, distribute or otherwise dispose of all or any part of the Buyer’s Stock except as permitted by law, including without limitation the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended. (d) The Seller acknowledges that the offer and sale of the Buyer’s Stock is being made pursuant to an exemption from the registration requirements of the Securities Act, and that, consequently, neither this agreement nor any disclosure made by the Buyer to the Seller in connection herewith has been filed with or reviewed by the Securities and Exchange Commission (the “SEC”), any securities exchange or any state securities regulatory agency, and neither the SEC, any such exchange nor any state securities regulatory agency has approved or disapproved of the Buyer’s Stock or the issuance thereof. (e) The Seller understands that the Buyer’s Stock has not been registered under the Securities Act and therefore may not be sold or otherwise transferred unless registered under the Securities Act or there is an exemption from such registration. (f) The Seller has such knowledge, sophistication knowledge and experience in financial and business matters that it is capable of evaluating as to be able to evaluate the merits and risks of an investment in the Buyer. The Seller understands the nature of an investment in the Buyer and the risks associated with such an investment. The Seller understands that there is no guarantee of any financial return on this investment in the Buyer and that the seller risks the complete loss of this investment. (g) The Seller is able now, and was able at the time of receipt of any offer regarding the Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the ability Buyer, to bear the economic risk risks of this investmentinvestment in the Buyer, including the complete loss of its investment in the investmentBuyer. (b) Seller Parent is acquiring the Stock Consideration for investment 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 present intention of selling, granting any participation in or otherwise distributing the same. Seller Parent understands that the Stock Consideration has not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23. (c) Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely unless a sale of the Stock Consideration is subsequently registered under the Securities Act or an exemption from such registration is available. Seller Parent is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject to the satisfaction of certain conditions. Seller Parent is aware that the Stock Consideration is subject to restrictions on resale under Israeli securities laws.

Securities Matters. (a) Seller Parent 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 Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the ability to bear the economic risk of this investment, including complete loss of the investment. (b) Seller Parent is acquiring the Stock Consideration The BUYER Shares are received by SELLERS for investment purposes for its SELLERS’s own account, not as a nominee or agent, and not with a the view to, or for resale in connection with, any distribution thereof, and has no present intention of selling, granting any participation in or otherwise distributing the same. Seller Parent SELLERS understands that the Stock Consideration has BUYER Shares have not been registered under the Securities Act, or under the securities laws of various states, by reason of a specific specified exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23. (c) Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstancesthereunder. Seller Parent SELLERS acknowledges that the Stock Consideration BUYER Shares must be held indefinitely unless a sale of the Stock Consideration is BUYER Shares are subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available. Seller Parent SELLERS has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act which permit permits limited resale of shares the securities purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject to the satisfaction of certain conditionsconditions including, among other things, the availability of certain current public information about BUYER and compliance with applicable requirements regarding the holding period, the amount of securities to be sold, and the manner of sale. Seller Parent SELLERS is aware a sophisticated investor with knowledge and experience in business and financial matters and is able to bear the economic risk and lack of liquidity inherent in owning the BUYER Shares. SELLERS understands and acknowledges that no Governmental Authority has been asked to rule on nor has it ruled on the Stock Consideration tax or other consequences of the transactions contemplated hereby. SELLER represents and warrants that SELLERS is subject to restrictions on resale an “Accredited Investor” as defined in Rule 501(a) of Regulation D under Israeli securities lawsthe Securities Act. SELLERS understands that all certificates for BUYER Shares shall bear a legend in substantially the following form: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE ISSUER OF AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT, AS AMENDED, OR ANY STATE SECURITIES LAWS.”

Securities Matters. The Majority DCG Shareholder understands that none of the shares of Parent Stock included in the Merger Consideration has been registered under the Securities Act, on the grounds that the issuance thereof to the DCG Shareholders in connection with the Merger 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 Parent on such exemptions is predicated in part on the representations, warranties, covenants and acknowledgements set forth in this Section 5.2. (a) Seller The Parent has such knowledge, sophistication and experience in financial and business matters that it is capable of evaluating Stock will be acquired by the merits and risks of the receipt of the Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the ability to bear the economic risk of this investment, including complete loss of the investment. (b) Seller Parent is acquiring the Stock Consideration Majority DCG Shareholder for investment for its his own account, not as a nominee or agent, for investment and not with without a view to, to resale or for resale in connection with, any other distribution thereofwithin the meaning of the Securities Act, and has no present intention the Majority DCG Shareholder will not distribute or transfer any of selling, granting any participation the Parent Stock in or otherwise distributing violation of the same. Seller Parent understands Securities Act. (b) The Majority DCG Shareholder: (i) acknowledges that the Parent Stock Consideration has to be issued to the Majority DCG Shareholder is not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23. (c) Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely by the Majority DCG Shareholder unless a sale of the Parent Stock Consideration is subsequently registered under the Securities Act or an exemption from such registration is available. Seller Parent , (ii) is aware that any routine sales of the provisions of Parent Stock made under Rule 144 promulgated of the Securities and Exchange Commission under the Securities Act which permit may be made only in limited resale amounts and in accordance with the terms and conditions of shares purchased that Rule and that in a private placement such cases where the Rule is not applicable, registration or shares owned by certain Persons associated compliance with Buyer Parent subject to the satisfaction of certain conditions. Seller Parent some other registration exemption will be required, (iii) is aware that Rule 144 is not now and for a period of at least one year following the Closing Date hereof will not be, available for use by the Majority DCG Shareholder for resale of the Parent Stock, and (iv) is aware that Parent is not obligated to register any sale, transfer or other disposition of the Parent Stock. (c) The Majority DCG Shareholder has such knowledge and experience in financial and business matters that the Majority DCG Shareholder is fully capable of evaluating the risks and merits of such Shareholder’s investment in the Parent Stock. (d) The Majority DCG Shareholder acknowledges and agrees that the certificates representing the Parent Stock Consideration is subject issuable to the Majority DCG Shareholder will contain a restrictive legend noting the restrictions on resale transfer described in this Section and under Israeli federal and applicable state securities laws, and that appropriate “stop-transfer” instructions will be given to Parent’s stock transfer agent.

Securities Matters. (a) Seller Parent 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 Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the ability to bear the economic risk of this investment, including complete loss of the investment. (b) Seller Parent Santa Fe is acquiring the Stock Consideration for investment Woodland Shares solely for its own account, not as a nominee or agent, account for investment purposes and not with a view to, or for resale offer or sale in connection with, any distribution thereof, and has no present intention of selling, granting any participation in or otherwise distributing the same. Seller Parent understands Santa Fe acknowledges that the Stock Consideration has Woodland Shares are not been registered under the Securities Act, by reason of a specific exemption from or any state securities laws, and that the Woodland Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act which depends uponor pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, among other thingsas applicable. Santa Fe is able to bear the economic risk of holding the Woodland Shares for an indefinite period (including total loss of its investment), and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the bona fide nature merits and risk of its investment. Santa Fe recognizes that investment in the Woodland Shares involves certain risks, including the potential loss of the Subscriber’s investment intent and herein. The Subscriber recognizes that this Agreement do not purport to contain all the accuracy of Seller Parent’s representations as expressed in this Section 4.23. (c) Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent information which would be contained in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration statement under the Securities Act only in certain limited circumstances. Seller Parent Act, Santa Fe acknowledges that no federal, state or foreign agency has passed upon or reviewed the Stock Consideration must be held indefinitely unless a sale terms and conditions of the Stock Consideration is subsequently registered under transactions contemplated hereby or made any finding or determination as to the Securities Act or an exemption from such registration is available. Seller Parent is aware fairness of the provisions transactions contemplated hereby. The shares are being offered and sold in reliance on specific exemptions from the registration requirements of Rule 144 promulgated federal and state law under Section 4(a)(2), and Santa Fe’s representations, warranties, agreements, acknowledgments and applicability of such exemptions and the Securities Act which permit limited resale suitability of Santa Fe to acquire such shares. It is understood that any certificates evidencing such shares purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject to shall bear the satisfaction of certain conditionsfollowing legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, NOR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. Seller Parent is aware that the Stock Consideration is subject to restrictions on resale under Israeli securities lawsTHEY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THOSE SECURITIES LAWS OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE WOODLAND SHARES, THAT THE SALE OR TRANSFER IS PURSUANT TO AN EXEMPTION TO THE REGISTRATION REQUIREMENTS OF THOSE SECURITIES LAWS.”

Securities Matters. (a) The Seller Parent acknowledges that the information supplied by the Seller in the representations contained herein will be relied upon by the Purchaser Entities in concluding that the Share Consideration has such knowledge, sophistication and experience in financial and business matters that it is capable of evaluating been issued pursuant to Regulation D under the merits and risks U.S. Securities Act or another exemption from the registration requirements of the receipt of the Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the ability to bear the economic risk of this investment, including complete loss of the investmentU.S. Securities Act. (b) The Seller Parent is acquiring the Stock Consideration for investment for its own account, not as a nominee or agent, acknowledges and not with a view to, or for resale in connection with, any distribution thereof, and has no present intention of selling, granting any participation in or otherwise distributing the same. Seller Parent understands agrees that the Stock Share Consideration has is being offered and sold in the United States only to the Seller on the basis that the Seller is an “accredited investor” as defined in Rule 501(1), (2), (3), (7) or (8) of Regulation D in a private placement transaction not been registered under involving any public offering in reliance on the Securities Act, by reason of a specific exemption from the registration provisions requirements of Section 5 of the U.S. Securities Act which depends upon, among other things, the bona fide nature provided by Section 4(a)(2) of the investment intent U.S. Securities Act or another applicable exemption therefrom, and in Canada on the accuracy basis that (i) Seller is not resident in British Columbia and (ii) Seller hereby acknowledges that: (A) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Common Shares comprising the Share Consideration; (B) there is no government or other insurance covering the Common Shares comprising the Share Consideration; (C) there are risks associated with the purchase of the Common Shares comprising the Share Consideration; (D) there are restrictions on Seller’s ability to resell the Common Shares comprising the Share Consideration and it is the responsibility of Seller Parent’s representations to find out what those restrictions are and to comply with them before selling the Common Shares comprising the Share Consideration; and (E) Parent has advised Seller that Parent is relying on an exemption from the requirements to provide Seller with a prospectus and to sell securities through a person registered to sell securities under the B.C. Securities Act and, as expressed in a consequence of acquiring securities pursuant to this Section 4.23exemption, certain protections, rights and remedies provided by the B.C. Securities Act, including statutory rights of rescission or damages, will not be available to Seller. (c) The Seller Parent understands acknowledges and agrees that the Stock Share Consideration is characterized as “restricted securities” has not been and will not be registered under the U.S. federal Securities Act or under the applicable securities laws inasmuch as they are being acquired of any state or other jurisdiction, and that the relevant clearances have not been and will not be obtained from Buyer Parent the SEC. (d) The Seller acknowledges that, unless and until the Share Consideration is registered under the U.S. Securities Act, subject to certain exceptions, the Share Consideration, or any part thereof, may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within the United States, except pursuant to an exemption from, or in a transaction not involving subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of the states of the United States. (e) The Seller acknowledges the Share Consideration is being distributed to it pursuant to a public offering prospectus exemption under the National Instrument 45-106 Prospectus and Registration Exemption and that under the offer or sale in Canada of such laws and applicable regulations Share Consideration by the Stock Seller is a distribution unless such offer or sale is made in compliance with the requirements of subsection 2.5(2) of National Instrument 45-102 Resale of Securities. (f) The Seller is: (i) an “accredited investor” as defined in Rule 501(a)(1), (2), (3), (7) or (8) of Regulation D; (ii) not receiving the Share Consideration may be resold without registration under as a result of any “general solicitation” or “general advertising” (as those terms are defined in Regulation D); and (iii) receiving the Securities Act only in certain limited circumstances. Seller Parent acknowledges that Share Consideration for its own account with no present intention of distributing the Stock Share Consideration must be held indefinitely unless a sale of the Stock Consideration is subsequently registered under the Securities Act or an exemption from amount thereof, or any arrangement or understanding with any other persons regarding the distribution of such registration is available. Seller Parent is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement Share Consideration, or shares owned by certain Persons associated with Buyer Parent subject to the satisfaction of certain conditions. Seller Parent is aware that the Stock Consideration is subject to restrictions on resale under Israeli securities lawsotherwise.

Securities Matters. (a) Seller Parent Each Shareholder represents and agrees that he or it: (i) is acquiring the GSRW Stock and RW Notes for his own account and not for the account or benefit of any other person; (ii) has such knowledge, sophistication knowledge and experience in financial and business matters such that he or it is capable of evaluating the merits and risks of an investment in the receipt of GSRW Stock and RW Notes; (iii) has been furnished with all such information as he or it has deemed necessary to make an informed investment decision with respect to the GSRW Stock Consideration and of protecting its interests RW Notes; (iv) had the opportunity to obtain such independent legal and tax advice and financial planning services as he or it has deemed appropriate prior to making a decision to invest in connection herewith. Seller Parent has the ability to bear GSRW and RW Notes; (v) confirms that the economic risk of this GSRW Stock is being acquired solely for investment, including complete loss of the investment. (b) Seller Parent and is acquiring the Stock Consideration for investment for its own account, not as a nominee or agent, and not being purchased with a view toto a distribution or resale thereof otherwise than in compliance with the Securities Act of 1933, as amended (the "Securities Act"), Regulation S thereunder and other applicable Irish or for resale UK law; (vi) certifies that he or it is not a U.S. person (as such term is defined in connection withRule 902(k) of Regulation S) and is not acquiring the GSRW Stock and RW Notes on behalf of any U.S. person, any distribution thereof, is located outside of the United States (within the meaning of Regulation S) and has no present intention will acquire such securities outside of selling, granting any participation in or otherwise distributing the same. Seller Parent United States (within the meaning of Regulation S); (vii) understands that the Stock Consideration has GSRW Stock, GSRW Series A Stock, GSRW Series B Stock, and RW Notes have not been registered under the Securities Act, by reason of a specific exemption or any state securities laws, in reliance upon exemptions from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23. (c) Seller Parent for non-public offerings. Such Shareholder understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering neither such security nor any interest therein may be, and agrees that under neither such laws and applicable regulations the Stock Consideration may be security nor any interest therein will be, resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely or otherwise disposed of by such Shareholder unless a sale of the Stock Consideration such security is subsequently registered under the Securities Act and under appropriate state securities laws or unless an exemption from such registration is available. Seller Parent applicable; (viii) will not offer, sell, pledge or otherwise transfer its RW Notes or GSRW Stock except (a) to a person whom GSRW reasonably believes (or he or it and anyone acting on his or its behalf reasonably believes) is aware of a Qualified Institutional Buyer within the provisions meaning of Rule 144 promulgated 144A under the Securities Act which permit limited resale of shares purchased in a private placement transaction meeting the requirements of Rule 144A, (b) outside the United States to a person other than a U.S. Person (as defined in Regulation S) in accordance with Regulation S under the Securities Act, or shares owned (c) under an exemption from registration requirements of the Securities Act provided by certain Persons associated Rule 144 under the Securities Act (if applicable) or pursuant to an effective registration statement under the Securities Act, in any case in accordance with Buyer Parent any applicable securities laws of any state of the United States and each Shareholder acknowledges that GSRW shall refuse to register any transfer made in violation of this section. (ix) will not conduct any hedging transactions involving these securities unless in compliance with the Securities Act; (x) acknowledges that the GSRW Stock, GSRW Series A Stock, GSRW Series B Stock and RW Notes are deemed to be restricted securities under Rule 144, and subject to the satisfaction restrictions of certain conditions. Seller Parent is aware Rule 144 of the Rules and Regulation of the Securities Act, and that the Stock Consideration is these securities will continue to be deemed restricted securities subject to restrictions on Rule 144 notwithstanding that they are resold in a resale transaction pursuant to Rule 901 or Rule 904 of Regulation S; and (xi) acknowledges and agrees that each certificate representing the GSRW Stock shall contain, and RW Notes shall contain, a legend substantially similar to, the following restrictive legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY ONLY BE SOLD, RESOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE LAWS OF THE STATES, TERRITORIES AND POSSESSIONS OF THE UNITED STATES GOVERNING THE OFFER AND SALE OF SECURITIES AND ONLY (1) OUTSIDE THE UNITED STATES TO A PERSON OTHER THAN A U.S. PERSON (AS SUCH TERMS ARE DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN ACCORDANCE WITH RULES 901 THROUGH 905 AND THE PRELIMINARY NOTES OF REGULATION S UNDER THE SECURITIES ACT, (2) TO A PERSON WHOM THE HOLDER OF THE SECURITIES REPRESENTED HEREBY REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT. THE HOLDER, BY ITS ACCEPTANCE OF THIS CERTIFICATE OR THE SECURITIES REPRESENTED HEREBY, AS THE CASE MAY BE, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREIN MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TRANSFER RESTRICTIONS AND OTHER PROVISIONS OF THE SHAREHOLDERS AGREEMENT, DATED AS OF [___________], 2003 (THE "SHAREHOLDERS AGREEMENT"), BY AND AMONG GSRWB, INC. (THE "COMPANY"), CERTAIN OF THE SERIES A CONVERTIBLE PREFERRED STOCKHOLDERS OF THE COMPANY, CERTAIN OF THE SERIES B CONVERTIBLE PREFERRED STOCKHOLDERS OF THE COMPANY, CERTAIN OF THE SERIES C CONVERTIBLE PREFERRED STOCKHOLDERS OF THE COMPANY AND CERTAIN OF THE COMMON STOCKHOLDERS OF THE COMPANY AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT AS PROVIDED THEREIN." (b) GSRW agrees that it will refuse to register the transfer of securities not made in accordance with the provisions of Regulation S (Rules 901 through 905, and Preliminary Notes), pursuant to registration under Israeli securities lawsthe Securities Act or pursuant to an available exemption from registration under the Securities Act.

Securities Matters. (a) The Seller Parent is a corporation (i) with total assets in excess of $5,000,000 and (ii) not formed for the specific purpose of acquiring the Buyer's Stock. (b) The Seller has been furnished with all materials that he or she has requested relating to the Buyer and the issuance of the Buyer's Stock, and the Buyer has been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information. The Buyer has answered all inquiries that the Seller has made of it concerning the Buyer and the issuance of the Buyer's Stock. (c) The Seller is acquiring the Buyer's Stock for its own account and not for the account of any other Person. The Seller agrees that it will not resell, distribute or otherwise dispose of all or any part of the Buyer's Stock except as permitted by law, including without limitation the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended. (d) The Seller acknowledges that the offer and sale of the Buyer's Stock is being made pursuant to an exemption from the registration requirements of the Securities Act, and that, consequently, neither this agreement nor any disclosure made by the Buyer to the Seller in connection herewith has been filed with or reviewed by the Securities and Exchange Commission (the "SEC"), any securities exchange or any state securities regulatory agency, and neither the SEC, any such exchange nor any state securities regulatory agency has approved or disapproved of the Buyer's Stock or the issuance thereof. (e) The Seller understands that the Buyer's Stock has not been registered under the Securities Act and therefore may not be sold or otherwise transferred unless registered under the Securities Act or there is an exemption from such registration. (f) The Seller has such knowledge, sophistication knowledge and experience in financial and business matters that it is capable of evaluating as to be able to evaluate the merits and risks of an investment in the Buyer. The Seller understands the nature of an investment in the Buyer and the risks associated with such an investment. The Seller understands that there is no guarantee of any financial return on this investment in the Buyer and that the seller risks the complete loss of this investment. (g) The Seller is able now, and was able at the time of receipt of any offer regarding the Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the ability Buyer, to bear the economic risk risks of this investmentinvestment in the Buyer, including the complete loss of its investment in the investmentBuyer. (b) Seller Parent is acquiring the Stock Consideration for investment 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 present intention of selling, granting any participation in or otherwise distributing the same. Seller Parent understands that the Stock Consideration has not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23. (c) Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely unless a sale of the Stock Consideration is subsequently registered under the Securities Act or an exemption from such registration is available. Seller Parent is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject to the satisfaction of certain conditions. Seller Parent is aware that the Stock Consideration is subject to restrictions on resale under Israeli securities laws.

Securities Matters. (ai) Seller Parent Assignor acknowledges its understanding that the issuance of the Consideration Shares hereunder is intended to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). In furtherance thereof, each of Assignor hereby jointly and severally represents and warrants to the Assignee that it is an "accredited investor" as that term is defined in Rule 501 of the General Rules and Regulations under the Securities Act. Assignor is acquiring the Consideration Shares for its own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in such shares or any portion thereof. Each Assignor has the financial ability to bear the economic risk of its investment. Each Assignor has such knowledge, sophistication knowledge and experience in financial and business matters that it is as to be capable of evaluating the merits and risks of the receipt prospective investment in the shares being issued to it hereunder. Each Assignor has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning the issuance of the Stock Consideration shares, Assignee, and of protecting its interests in connection herewith. Seller Parent has all other information to the ability to bear the economic risk of this investment, including complete loss of the investmentextent Assignee possesses such information or can acquire it without unreasonable effort or expense. (bii) Seller Parent is acquiring the Stock Consideration for investment 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 present intention of selling, granting any participation in or otherwise distributing the same. Seller Parent Assignor understands that the Stock Consideration has Shares will not be registered under the Securities Act or the securities laws of any state thereof, nor is such registration contemplated. Assignor understands and agrees further that such shares must be held and may not be transferred until and unless the shares are registered under the Securities Act and the securities laws of any other jurisdiction or an exemption from registration under the Securities Act and any applicable laws is available. Assignor understands that legends stating that the shares have not been registered under the Securities Act, by reason Act and the securities laws of a specific exemption from any other jurisdiction and setting out or referring to the registration provisions restrictions on the transferability and resale of the Securities Act which depends upon, among other things, shares will be placed on all documents evidencing the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23shares. (c) Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely unless a sale of the Stock Consideration is subsequently registered under the Securities Act or an exemption from such registration is available. Seller Parent is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject to the satisfaction of certain conditions. Seller Parent is aware that the Stock Consideration is subject to restrictions on resale under Israeli securities laws.

Securities Matters. (a) Seller Parent 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 Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the ability to bear the economic risk of this investment, including complete loss of the investment. (b) Seller Parent is acquiring the Stock Consideration The TARGET Shares received by BUYER are for investment purposes for its BUYER’s own account, not as a nominee or agent, and not with a the view to, or for resale in connection with, any distribution thereof, and has no present intention of selling, granting any participation in or otherwise distributing the same. Seller Parent BUYER understands that the Stock Consideration has TARGET Shares have not been registered under the Securities Act, or under the securities laws of various states, by reason of a specific specified exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23. (c) Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstancesthereunder. Seller Parent BUYER acknowledges that the Stock Consideration TARGET Shares must be held indefinitely unless a sale of the Stock Consideration is TARGET Shares are subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available. Seller Parent BUYER has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act which permit permits limited resale of shares the securities purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject to the satisfaction of certain conditionsconditions including, among other things, the availability of certain current public information about TARGET and compliance with applicable requirements regarding the holding period and the amount of securities to be sold and the manner of sale. Seller Parent BUYER is aware a sophisticated investor with knowledge and experience in business and financial matters and is able to bear the economic risk and lack of liquidity inherent in owning the TARGET Shares. BUYER has received and carefully reviewed, if available and applicable: (a) TARGET’s most recent SEC filings, and (b) all other information filed by TARGET pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended; and (c) information supplied otherwise that otherwise supplies adequate material information. BUYER understands and acknowledges that no Governmental Authority has been asked to rule on nor has it ruled on the Stock Consideration tax or other consequences of the transactions contemplated hereby. BUYER represents and covenants that BUYER is subject to restrictions on resale an “Accredited Investor” as defined in Rule 501(a) of Regulation D under Israeli securities lawsthe Securities Act. BUYER understands that all certificates for the TARGET Shares shall bear a legend in substantially the following form: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE ISSUER OF AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT, AS AMENDED, OR ANY STATE SECURITIES LAWS.” 6. CONDITIONS OF BUYER’ S OBLIGATIONS AT CLOSING.

Securities Matters. (a) Seller The Principal Shareholder acknowledges and agrees that the issuance of shares of Parent has Common Stock pursuant to this Agreement will not be registered under the Securities Act, and that such knowledge, sophistication and experience issued Parent Common Stock will be issued to the Principal Shareholder in financial and business matters that it is capable of evaluating a private placement transaction effected in reliance on an exemption from the merits and risks registration requirements of the receipt Securities Act and in reliance on exemptions from the qualification requirements of applicable state securities laws. In connection therewith, the Stock Consideration Principal Shareholder hereby represents and of protecting its interests in connection herewith. Seller Parent has the ability to bear the economic risk of this investment, including complete loss of the investment.warrants as follows: (bi) Seller Parent The Principal Shareholder is acquiring the shares of Parent Common Stock Consideration pursuant to this Agreement for the Principal Shareholder’s own account for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any the distribution thereof, and . The Principal Shareholder has no present intention of sellingdistributing any portion of the shares of Parent Common Stock (or any interest therein). (ii) The Principal Shareholder has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of an investment in Parent Common Stock and protecting its own interests in connection with such investment. The Principal Shareholder has reviewed Parent’s most recent Annual Report on Form 10-K and the Quarterly Reports on Form 10-Q and Current Reports on Form 8-K of Parent filed with the SEC since the date of such Annual Report on Form 10-K. (iii) Assuming the truth and accuracy of the Buyer Parties’ representations and warranties set forth in Article V, granting the Principal Shareholder is sufficiently aware of Parent’s business affairs and financial condition and has acquired sufficient information about Parent to reach an informed and knowledgeable investment decision with respect to acquiring Parent Common Stock pursuant to this Agreement. (iv) The Principal Shareholder is not acquiring the Parent Common Stock as a result of any participation general solicitation or general advertising (as those terms are used in or otherwise distributing the same. Seller Parent understands that the Stock Consideration has not been registered Regulation D under the Securities Act), including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23general solicitation or general advertising. (cv) Seller With respect to the tax and other economic considerations involved in acquiring the Parent understands Common Stock, the Principal Shareholder is not relying on any Buyer Party, and the Principal Shareholder has carefully considered and has, to the extent it believes such discussion necessary, discussed with its professional legal, tax, accounting and financial advisors the implications of acquiring the Parent Common Stock for its particular tax, financial and accounting situation. (vi) The Principal Shareholder acknowledges that the any shares of Parent Common Stock Consideration is characterized as issued pursuant to this Agreement will be “restricted securities” under the U.S. federal and state securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely unless a sale of the Stock Consideration is they are subsequently registered under the Securities Act or an exemption from such registration is available. Seller Parent . (vii) The Principal Shareholder is aware familiar with Rule 144 of the provisions Securities Act as presently in effect and understands the restrictions and resale limitations imposed thereby and by the Securities Act. (b) The Principal Shareholder agrees not to make any disposition of Rule 144 promulgated all or any portion of the shares of Parent Common Stock issued to it without the consent of Parent unless such transfer is (i) pursuant to registration under the Securities Act or pursuant to an available exemption from registration, and (ii) in compliance with any transfer restrictions set forth in any Restrictive Agreement to which permit limited resale the Principal Shareholder is a party. (a) The certificates or book entries on the books of shares purchased in a private placement Parent or shares owned by certain Persons associated with Buyer its agent representing the Parent subject Common Stock issued to the satisfaction of certain conditions. Seller Parent is aware that the Stock Consideration is subject Principal Shareholder hereunder shall bear, in addition to restrictions on resale any other legends required under Israeli applicable state securities laws, the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION AND (II) IN ACCORDANCE WITH THE RESTRICTIONS AND CONDITIONS SET FORTH IN A STOCK RESTRICTION AND NON-COMPETE AGREEMENT DATED AS OF JUNE 17, 2020, BY AND BETWEEN THE PARTIES THERETO. A COPY OF THE APPLICABLE PROVISIONS OF SUCH AGREEMENT SHALL BE FURNISHED BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST. 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 SALE OR TRANSFER OF THESE SECURITIES WILL BE IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. In order to prevent any transfer from taking place in violation of this Agreement, any Restrictive Agreement or Applicable Law, Parent may cause a stop transfer order to be placed with its transfer agent with respect to the Parent Common Stock. Parent will not be required to transfer on its books any shares of Parent Common Stock that have been sold or transferred in violation of any provision of this Agreement or Applicable Law.

Securities Matters. (a) Seller Parent The Principal Shareholders have been advised that the Pladeo Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities act in reliance on exemptions therefrom. (b) The 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 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 knowledge, sophistication 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 and business matters that it is to be capable of evaluating the merits and risks of the receipt exchanging their shares of the M▇▇▇ J▇▇▇ Group Stock Consideration for Pladeo Stock and of protecting its interests in connection herewith. Seller Parent has the ability they are able to bear the economic risk of this investment, including complete loss of the investmenttransactions contemplated hereby. (be) Seller Parent is acquiring the Stock Consideration for investment 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 present intention of selling, granting any participation in or otherwise distributing the same. Seller Parent understands The Principal Shareholders agree that the certificate or certificates representing the Pladeo Stock Consideration has not been registered under will be inscribed with substantially the Securities Actfollowing 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, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23TRANSFERRED 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. (c) Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely unless a sale of the Stock Consideration is subsequently registered under the Securities Act or an exemption from such registration is available. Seller Parent is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject to the satisfaction of certain conditions. Seller Parent is aware that the Stock Consideration is subject to restrictions on resale under Israeli securities laws."

Securities Matters. (a) Seller Parent has such knowledge, sophistication and experience in financial and business matters that it is capable of evaluating The Class A Units constituting the merits and risks of Contribution Consideration are being acquired by the receipt of the Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the ability to bear the economic risk of this investment, including complete loss of the investment. (b) Seller Parent is acquiring the Stock Consideration for investment Contributor for its own account, not as a nominee or agent, and not with a view to, or for resale the offer or sale in connection with, any public distribution thereofor sale of any Class A Units, or any interest in them, in each case in a manner which would violate applicable Law. The Contributor (either alone or with its advisors) has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of its investment in the Common Units and the Contributor is capable of bearing the economic risks of such investment, including a complete loss of its investment therein. The Contributor acknowledges that the Class A Units constituting the Contribution Consideration, if any, have not been registered under the Securities Act, or any state securities Laws, and has no present intention understands and agrees that it may not sell or dispose of sellingany such Class A Units except pursuant to a registered offering in compliance with, granting or in a transaction exempt from, the registration requirements of the Securities Act and any participation in other applicable state, foreign or otherwise distributing the samefederal securities Laws. Seller Parent The Contributor understands that the Stock Class A Units constituting the Contribution Consideration has have not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parentthe Contributor’s representations expressed herein. The Contributor understands that no public market now exists for the Class A Units, and that Acquiror has made no assurances that a public market will ever exist for the Class A Units. Except as expressed set forth in this Section 4.23the Post-Closing Acquiror Investor Rights Agreement, the Contributor acknowledges that Acquiror has no obligations to the Contributor to register or qualify the Class A Units constituting the Contribution Consideration or the capital stock into which any of the foregoing may be converted or exercised if Acquiror is converted from a limited liability company to a corporation. (cb) Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent The Contributor acknowledges that the Stock Class A Units constituting the Contribution Consideration must be held indefinitely unless a sale may bear one or all of the Stock Consideration is subsequently registered under following legends: (i) any legend required by the Securities Act or an exemption from such registration is available. Seller Parent is aware securities laws of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject any jurisdiction to the satisfaction of certain conditions. Seller Parent is aware that extent such laws are applicable to Class A Units represented by the Stock Consideration is subject to restrictions on resale under Israeli securities lawscertificate so legended and (ii) any legend set forth in, or required by, the other Transaction Documents.

Securities Matters. (a) No Seller Party will, directly or indirectly, offer, sell, contract to sell, pledge or otherwise dispose of the shares of Parent Common Stock to be received by such Seller Party in connection with the transactions contemplated hereby except pursuant to an effective registration statement under the Securities Act or in conformity with the provisions of Rule 144 or another applicable exemption under the Securities Act. (b) Each Seller Party has reviewed Parent’s periodic filings with the Securities and Exchange Commission, including its most recent annual report on Form 10-KSB and its subsequent quarterly reports on Form 10-QSB. Each Seller Party (a) has such knowledge, sophistication and experience in business and financial and business matters that it such Seller Party is capable of evaluating the merits and risks of an investment in the receipt shares of Parent Common Stock, (b) fully understands the nature, scope, and duration of the Stock Consideration limitations on transfer contained herein and of protecting its interests in connection herewith. Seller Parent has the ability to under applicable law, and (c) can bear the economic risk of this investment, including any investment in the shares of Parent Common Stock and can afford a complete loss of such investment. Each Seller Party has had an adequate opportunity to ask questions and receive answers (and has asked such questions and received answers to its satisfaction) from the investment. (b) officers of the Parent concerning the business, operations and financial condition of the Parent. None of the Seller Parties has any contract, undertaking, agreement or arrangement, written or oral, with any other person to sell, transfer or grant participation in any shares of Parent is acquiring the Common Stock Consideration for investment for its own account, not as a nominee or agent, and not with a view to, or for resale to be acquired by such Seller Party in connection with, any distribution thereof, and has no present intention of selling, granting any participation in or otherwise distributing with the same. Seller Parent understands that the Stock Consideration has not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23transactions contemplated hereby. (c) Each Seller Party acknowledges and agrees that Parent understands that will not provide such Seller Party with a prospectus for such Seller Party’s use in selling the shares of Parent Common Stock Consideration is characterized as “restricted securities” under to be received by such Seller Party in connection with the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering transactions contemplated hereby, and that under agrees to sell such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act shares only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely unless a sale of the Stock Consideration is subsequently registered under the Securities Act or an exemption from such registration is available. Seller Parent is aware of accordance with the provisions of Rule 144 promulgated under this Section 12.2. (d) The certificate or certificates evidencing the Securities Act which permit limited resale shares of shares purchased Parent Common Stock to be delivered in a private placement or shares owned by certain Persons associated connection with Buyer Parent subject to the satisfaction of certain conditions. Seller Parent is aware that transactions contemplated hereby will bear restrictive legends substantially in the Stock Consideration is subject to restrictions on resale under Israeli securities lawsfollowing form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

Securities Matters. (a) Seller Parent The Lender purchased the Initial Notes and Initial Warrants, and is acquiring the Notes and Warrants, as principal for its own account, not for the benefit of any other Person, for investment only and not with a view to the resale or distribution of any part thereof. (b) In the case of a subscription for the Notes as trustee or agent, the Lender is the duly authorized trustee or agent of the disclosed beneficial purchaser with due and proper power and authority to execute and deliver, on behalf of each such beneficial purchaser, the Transaction Agreements, to agree to the terms and conditions herein and therein set out and to make the representations, warranties, acknowledgements and covenants herein and therein contained, all as if each such beneficial purchaser were the purchaser and the Lender’s actions as trustee or agent are in compliance with applicable Law and the Lender and each beneficial purchaser acknowledges that the Company is required by Law to disclose to certain regulatory authorities the identity of each beneficial purchaser of Notes for whom it may be acting. (c) The Lender acknowledges that none of the Notes, the Warrants, and the Warrant Shares issuable upon exercise of the Warrants, have been or will be registered under the U.S. Securities Act or any applicable state securities laws and the contemplated sale to, or for the account or benefit of, persons in the United States and U.S. Persons is being made in reliance on a private placement exemption under applicable state securities laws. Accordingly, the Notes and Warrants, and the Warrant Shares issuable upon exercise of the Warrants, will be “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 Lender understands that the Notes, Warrants and Warrant Shares will each contain a legend in respect of such restrictions. (d) The Lender acknowledges that if it (or any beneficial purchaser on whose behalf it is acting) decides to offer, sell, pledge or otherwise transfer any of the Notes, Warrants or Warrant Shares, such securities may be offered, sold, pledged, or otherwise transferred only (i) to the Company, (ii) outside the United States in compliance with Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations, or (iii) pursuant to an exemption from registration under the U.S. Securities Act provided by (A) Rule 144 thereunder, if available, or (B) Rule 144A thereunder, if available, and, in each case, in compliance with any applicable state securities laws, or (iv) pursuant to another exemption from registration under the U.S. Securities Act and applicable state securities laws, provided that, in the case of (iii)(A) and (iv) above, an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company is provided to the effect that such transfer does not require registration under the U.S. Securities Act or any applicable state securities laws, and covenants that it (and any beneficial purchaser for whom it is acting) will not offer or sell the Notes, the Warrants or any Warrant Shares, to, or for the account or benefit of, any person in the United States or a U.S. Person except as set out above. (e) The Lender acknowledges that until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, the Notes, the certificates representing the Warrant Shares, and all certificates issued in exchange or in substitution thereof, shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (1) RULE 144 THEREUNDER, IF AVAILABLE, OR (2) 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT, IN THE CASE OF (C)(1) AND (D) ABOVE, AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO COMPANY IS PROVIDED TO THE EFFECT THAT SUCH TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE US. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. [FOR WARRANT SHARES ADD: THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT “GOOD DELIVERY” OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE.]” provided, that if the Warrant Shares are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S, and the Warrant Shares were acquired when the Company qualified as a “foreign private issuer” (as defined in Rule 902 of Regulation S), the legend set forth above may be removed by providing a declaration to the registrar and transfer agent of the Company, as set forth in Schedule “A” attached hereto (or in such other form as the Company may prescribe from time to time); and provided, further, that, if the Warrant Shares are being sold otherwise than in accordance with Rule 904 of Regulation S and other than to the Company, the legend may be removed by delivery to the registrar and transfer agent and the Company of an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws. (f) The Lender acknowledges that acknowledges that the Company is not obligated to remain a “foreign private issuer”, and may not qualify as a “foreign private issuer” at the time of exercise of any Warrants. (g) The Lender acknowledges that until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, the certificate representing the Warrants, and all certificates issued in exchange or in substitution thereof, shall bear the following legends: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT. THESE WARRANTS MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THESE WARRANTS HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.” (h) The delivery of this Agreement, the acceptance of it by the Company and the issuance of the Notes (or any underlying securities issuable upon exercise thereof), to the Lender complies with all applicable Laws of the Lender’s domicile and all other applicable Laws and will not cause the Company to become subject to or comply with any disclosure, prospectus or reporting requirements under any such applicable Laws. (i) The Lender acknowledges and agrees that it has been notified by the Company (i) of the delivery to the BCSC of personal information pertaining to the Lender including, without limitation, the full name, address and telephone number of the Lender, the number and type of securities purchased and the total purchase price paid in respect of the Notes and Warrants, (ii) that this information is being collected indirectly by the BCSC under the authority granted to it in securities Laws, (iii) that this information is being collected for the purposes of the administration and enforcement of the securities Laws of British Columbia, and (iv) that the title, business address and business telephone number of the public official in British Columbia who can answer questions about the BCSC’s indirect collection of the information is the Administrative Assistant to the Director of Corporate Finance, the British Columbia Securities Commission, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, Telephone (▇▇▇) ▇▇▇-▇▇▇▇, Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇, and (v) the Lender hereby authorizes the indirect collection of the information by the BCSC. (j) The Lender acknowledges and agrees that: (i) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Notes, Warrants, Conversion Shares or Warrants Shares; (ii) there are risks associated with the purchase of the Notes and Warrants, and each Lender has such knowledge, sophistication and experience knowledge in financial and business matters that it is affairs as to be capable of evaluating the merits and risks of the receipt of the Stock Consideration its investment and of protecting its interests in connection herewith. Seller Parent has the ability it is able to bear the economic risk of this investment, including complete loss of the its investment.; (biii) Seller Parent the Notes and Warrants are being issued pursuant to the business combination exemption provided for in Section 2.11 of NI 45-106 and the issuance is acquiring exempt from the Stock Consideration for investment for its own accountrequirements as to the filing of a prospectus or delivery of an offering memorandum or upon the issuance of such orders, not consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum and, as a nominee or agentconsequence (i) it is restricted from using most of the civil remedies available under applicable securities laws; (ii) it may not receive information that would otherwise be required to be provided to it under applicable securities laws; and (iii) the Company is relieved from certain obligations that would otherwise apply under applicable securities laws; (iv) the Company has advised the Lender, and not with a view to, or for resale in connection with, any distribution thereof, and has no present intention of selling, granting any participation in or otherwise distributing the same. Seller Parent understands that the Stock Consideration has not been registered under the Securities Act, by reason of a specific Company is relying on an exemption from the registration provisions of requirements to provide the Securities Act which depends upon, among other things, the bona fide nature of the investment intent Lender with a prospectus and the accuracy of Seller Parent’s representations as expressed in this Section 4.23. (c) Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal to sell securities laws inasmuch as they are being acquired from Buyer Parent in through a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration person or company registered to sell securities under the Securities Act only in (British Columbia) and other applicable securities laws and, as a consequence of acquiring the Notes and Warrants pursuant to this exemption, certain limited circumstances. Seller Parent protections, rights and remedies provided by the Securities Act (British Columbia) and other applicable securities laws, including statutory rights of rescission or damages, will not be available to them; and (v) the Lender acknowledges that the Stock Consideration must Transaction Agreements requires it to provide certain Personal Information to the Company. Such information is being collected and will be held indefinitely unless a used by the Company for the purposes of completing the proposed issuance and sale of the Stock Consideration is subsequently registered Notes and Warrants, which includes, without limitation, determining the Lender’s eligibility to purchase such securities under applicable Laws and preparing and registering certificates representing the Securities Act or an exemption from such registration is availableNotes and Warrants, and the underlying securities issuable upon exercise thereof. Seller Parent is aware The Lender agrees that its Personal Information may be disclosed by the Company to: (a) applicable securities regulatory authorities, (b) the Company’s registrar and transfer agent, if any, and (c) any of the provisions of Rule 144 promulgated under other parties involved in the Securities Act which permit limited resale of shares purchased proposed transaction, including legal counsel, and may be included in a private placement or shares owned by certain Persons associated record books in connection with Buyer Parent subject the transaction. In addition, the Lender acknowledges, agrees and consents to the satisfaction collection, use and disclosure of certain conditions. Seller Parent is aware that Personal Information by the Stock Consideration is subject Company for corporate finance and shareholder communication purposes or such other purposes as are necessary to restrictions on resale under Israeli securities lawsthe Company’s Business.

Securities Matters. (a) Seller Parent GMSP 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 offered, sold, transferred, or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction. (b) GMSP is an “accredited investor” (as defined in Rule 501(a) of the Regulation D under the Securities Act) resident and domiciled in the State of Texas. (c) GMSP (i) has such knowledge, sophistication knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of acquiring the receipt of the Stock Consideration Exchange Securities and of protecting its interests in connection herewith. Seller Parent has the ability (ii) is able to bear the economic risk of this investmentan investment in the Exchange Securities for an indefinite period of time, including the risk of a complete loss of the any such investment. (bd) Seller Parent GMSP is acquiring the Stock Consideration for investment Exchange Securities for its own account, not as a nominee or agent, account for investment purposes and not with a view to, or for resale offer or sale for GNAC in connection with, the distribution or resale thereof. (e) GMSP understands and agrees that the Exchange Securities are being sold in a transaction not involving any distribution thereofpublic offering within the meaning of the Securities Act, and has no present intention of sellingthat the Exchange Securities may not be offered, granting any participation in sold, or otherwise distributing transferred to, or for the sameaccount or benefit of, any Person except as permitted in the following sentence. Seller Parent understands GMSP agrees, on its own behalf and on behalf of any accounts for which GMSP is acting, that if GMSP should sell or otherwise transfer any Exchange Securities, it will do so only (i) pursuant to an exemption from the Stock Consideration has registration requirements of the Securities Act (if available) or if the Securities Act does not been registered apply or (ii) pursuant to an effective registration statement under the Securities Act, by reason of a specific exemption from the registration provisions and GMSP further agrees to provide to any Person purchasing any of the Exchange Securities Act which depends upon, among other things, the bona fide nature from it a notice advising such purchaser that resales of the investment intent and the accuracy of Seller Parent’s representations Exchange Securities are restricted as expressed in this Section 4.23stated herein. (cf) Seller Parent GMSP understands that the Stock Consideration is characterized as “restricted securities” under certificates for the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in Exchange Securities purchased pursuant to this Agreement will bear a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely unless a sale of the Stock Consideration is subsequently registered under the Securities Act or an exemption from such registration is available. Seller Parent is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject legend substantially to the satisfaction of certain conditionsfollowing effect: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED PURSUANT TO A SECURITIES EXCHANGE AGREEMENT DATED AS OF AUGUST 27, 2004, BETWEEN GAINSCO, INC. Seller Parent is aware that the Stock Consideration is subject to restrictions on resale under Israeli securities lawsAND G▇▇▇ M▇▇▇▇ STRATEGIC PARTNERS, L.P. SUCH SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, 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. (a) Seller Parent 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 Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the ability to bear the economic risk of this investment, including complete loss of the investment. (b) Seller Parent Transferor is acquiring the Stock Consideration for investment Santa Fe Shares solely for its own account, not as a nominee or agent, account for investment purposes and not with a view to, or for resale offer or sale in connection with, any distribution thereof, and has no present intention of selling, granting any participation in or otherwise distributing the same. Seller Parent understands Transferor acknowledges that the Stock Consideration has Santa Fe Shares are not been registered under the Securities Act, by reason of a specific exemption from or any state securities laws, and that Santa Fe Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act which depends uponor pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, among other thingsas applicable. Transferor is able to bear the economic risk of holding Santa Fe Shares for an indefinite period (including total loss of its investment), and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the bona fide nature merits and risk of its investment. Transferor recognizes that investment in Santa Fe Shares involves certain risks, including the potential loss of the Subscriber’s investment intent and herein. The Subscriber recognizes that this Agreement do not purport to contain all the accuracy of Seller Parent’s representations as expressed in this Section 4.23. (c) Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent information which would be contained in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration statement under the Securities Act only in certain limited circumstances. Seller Parent Act, The Transferor acknowledges that no federal, state or foreign agency has passed upon or reviewed the Stock Consideration must be held indefinitely unless a sale terms and conditions of the Stock Consideration is subsequently registered under transactions contemplated hereby or made any finding or determination as to the Securities Act or an exemption from such registration is available. Seller Parent is aware fairness of the provisions transactions contemplated hereby. The shares are being offered and sold in reliance on specific exemptions from the registration requirements of Rule 144 promulgated federal and state law under Section 4(a)(2), and the Securities Act which permit limited resale Transferor’s representations, warranties, agreements, acknowledgments and applicability of such exemptions and the suitability of the Transferor to acquire such shares. It is understood that any certificates evidencing such shares purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject to shall bear the satisfaction of certain conditionsfollowing legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, NOR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. Seller Parent is aware that the Stock Consideration is subject to restrictions on resale under Israeli securities lawsTHEY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THOSE SECURITIES LAWS OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO SANTA FE SHARES, THAT THE SALE OR TRANSFER IS PURSUANT TO AN EXEMPTION TO THE REGISTRATION REQUIREMENTS OF THOSE SECURITIES LAWS.”

Securities Matters. (a) Seller Parent has In the case of a subscription for the Secured Debentures as trustee or agent, such knowledge, sophistication and experience in financial and business matters that it Secured Lender is capable of evaluating the merits and risks duly authorized trustee or agent of the receipt disclosed beneficial purchaser with due and proper power and authority to execute and deliver, on behalf of each such beneficial purchaser, the Stock Consideration Transaction Agreements, to agree to the terms and conditions herein and therein set out and to make the representations, warranties, acknowledgements and covenants herein and therein contained, all as if each such beneficial purchaser were the purchaser and such Secured Lender’s actions as trustee or agent are in compliance with applicable Law and such Secured Lender and each beneficial purchaser acknowledges that the Parent Company and Issuer are required by Law to disclose to certain regulatory authorities the identity of protecting its interests in connection herewith. Seller Parent has the ability to bear the economic risk each beneficial purchaser of this investment, including complete loss of the investmentSecured Debentures for whom it may be acting. (b) Seller Such Secured Lender acknowledges that none of the Secured Debentures have been or will be 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 is acquiring Company or Issuer, the Stock Consideration for investment for its own account, not as a nominee or agentSecured Debentures may be deemed “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act, and therefore may not with a view tobe offered or sold by it, directly or for resale indirectly, in connection withthe United States without registration under United States securities Laws, any distribution thereofexcept in limited circumstances, and has no present intention of selling, granting any participation in or otherwise distributing the same. Seller Parent Secured Lender understands that the Stock Consideration has not been registered under the Securities Act, by reason Secured Debentures may each contain a legend in respect of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23such restrictions. (c) Seller The delivery of this Agreement, the acceptance of it by the Parent understands Company and the Issuer and the issuance of the Secured Debentures to the Secured Lender complies with all applicable Laws 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, 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 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 total purchase price paid in respect of the Secured Debentures, (ii) that this information is being collected indirectly by the OSC under the authority granted to it in 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 Stock Consideration 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 characterized as “restricted securities” under the U.S. federal Administrative Assistant to the Director of Corporate Finance, the Ontario Securities Commission, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, Telephone: (▇▇▇) ▇▇▇-▇▇▇▇, Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇, 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 has advised such Secured Lender, that the Parent Company is relying on an exemption from the requirements to provide such Secured Lender with a prospectus and to sell securities laws inasmuch as they are being acquired from Buyer Parent in through a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration person or company registered to sell securities under the Securities Act only in (Ontario) and other applicable securities laws and, as a consequence of acquiring the Secured Debentures pursuant to this exemption, certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely unless a sale of the Stock Consideration is subsequently registered under protections, rights and remedies provided by the Securities Act (Ontario) and other applicable securities Laws, including statutory rights of rescission or an exemption from such registration 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 available. Seller being collected and will be used by the Parent is aware Company for the purposes of completing the proposed issuance of the provisions 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 Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased other parties involved in a private placement or shares owned by certain Persons associated the proposed transaction, including legal counsel, and may be included in record books in connection with Buyer Parent subject the transaction. In addition, such Secured Lender acknowledges, agrees and consents to the satisfaction collection, use and disclosure of certain conditions. Seller Personal Information by the Parent is aware that Company for corporate finance and shareholder communication purposes or such other purposes as are necessary to the Stock Consideration is subject to restrictions on resale under Israeli securities lawsParent Company’s Business.

Securities Matters. The BCG Shareholders understand that none of the shares of Parent Stock included in the Merger Consideration has been registered under the Securities Act, on the grounds that the issuance thereof to the BCG Shareholders in connection with the Merger 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 Parent on such exemptions is predicated in part on the representations, warranties, covenants and acknowledgements set forth in this Section 4.27. (a) Seller The Parent 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 Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the ability to bear the economic risk of this investment, including complete loss of the investment. (b) Seller Parent is acquiring the Stock Consideration will be acquired by each BCG Shareholder for investment for its his or her own account, not as a nominee or agent, for investment and not with without a view to, to resale or for resale in connection with, any other distribution thereofwithin the meaning of the Securities Act, and has no present intention such BCG Shareholder will not distribute or transfer any of selling, granting any participation the Parent Stock in or otherwise distributing violation of the same. Seller Parent understands Securities Act. (b) The BCG Shareholders: (i) acknowledge that the Parent Stock Consideration has to be issued to the BCG Shareholders is not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23. (c) Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely by the BCG Shareholders unless a sale of the Parent Stock Consideration is subsequently registered under the Securities Act or an exemption from such registration is available. Seller Parent is , (ii) are aware that any routine sales of the provisions of Parent Stock made under Rule 144 promulgated of the Securities and Exchange Commission under the Securities Act which permit 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 with some other registration exemption will be required, (iii) are aware that Rule 144 is not now and for a period of at least one year following the Closing Date hereof will not be, available for use by the BCG Shareholders for resale of shares purchased in a private placement or shares owned by certain Persons associated with Buyer the Parent subject to the satisfaction of certain conditions. Seller Stock, and (iv) are aware that Parent is aware not obligated to register any sale, transfer or other disposition of the Parent Stock. (c) Each BCG Shareholder has such knowledge and experience in financial and business matters that such BCG Shareholder is fully capable of evaluating the risks and merits of such Shareholder’s investment in the Parent Stock. (d) The BCG Shareholders acknowledge and agree that the certificates representing the Parent Stock Consideration is subject issuable to such Shareholder will contain a restrictive legend noting the restrictions on resale transfer described in this Section and under Israeli federal and applicable state securities laws, and that appropriate “stop-transfer” instructions will be given to Parent’s stock transfer agent.

Securities Matters. STC hereby represents, warrants and covenants to the Company, as follows: (a) Seller Parent STC understands that the shares of Company common stock issued or issuable under this Agreement (the "Shares") have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities act in reliance on exemptions therefrom. (b) The Shares are being acquired solely for STC's own account, for investment and are not being acquired with a view to or for the resale, distribution, subdivision or fractionalization thereof, STC has no present plans to enter into any such knowledgecontract, sophistication undertaking, agreement or arrangement and STC further understands that the Shares, may only be resold pursuant to a registration statement under the Securities Act, or pursuant to some other available exemption; (c) STC is an "accredited investor" as that term is defined in Regulation D or not a "U.S. persong as that term is defined in Regualation S each underthe Securities Act and through its officers and directors has sufficient knowledge and experience in financial and business matters that it is to be capable of evaluating the merits and the risks of its investment in the receipt of the Stock Consideration Shares and of protecting its interests in connection herewith. Seller Parent has the ability is able to bear the economic risk of this investmentits investment in the Shares; (d) STC acknowledges, including complete loss in connection with the purchase of the investmentShares, that no representation has been made by representatives of the Company regarding its business, assets or prospects other than that set forth herein and that it is relying upon the information set forth in the filings made by the Company pursuant to Section 13 of the Securities Exchange Act of 1934, as amended. (be) Seller Parent is acquiring the Stock Consideration for investment 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 present intention of selling, granting any participation in or otherwise distributing the same. Seller Parent understands STC agrees that the Stock Consideration has not been registered under certificate or certificates representing the Securities ActShares will be inscribed with substantially the following legend in addition to any other contractual or regulatory 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, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23TRANSFERRED ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SECURITIES UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF ISSUER'S COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. (c) Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely unless a sale of the Stock Consideration is subsequently registered under the Securities Act or an exemption from such registration is available. Seller Parent is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject to the satisfaction of certain conditions. Seller Parent is aware that the Stock Consideration is subject to restrictions on resale under Israeli securities laws."

Securities Matters. (a) Each Seller Parent acknowledges that the Series C Preferred Shares, the Warrants and the shares of Buyer Common Stock issuable upon the exercise of the Warrants (the "Warrant Shares") or upon conversion of the Series C Preferred Shares in accordance with the terms of the Certificate of Designation (the "Conversion Shares" and together with the Series C Preferred Shares, Warrants and Warrant Shares, the "Buyer Securities") issued hereunder will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), are hereby issued under an exemption based on each Seller's representations and warranties made in this Section 5.1, and must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration becomes or is available. (b) Each of the Sellers is an "accredited investor" within the meaning of Regulation D promulgated under the Securities Act. Each Seller is acting herein for such Seller's own account and is acquiring the Buyer Securities for investment without a view to the resale or other distribution thereof. Each Seller is financially able to hold the Buyer Securities for long-term investment, believes that the nature and amount of the Buyer Securities to be acquired hereunder is consistent with such Seller's overall investment program and financial position, and recognizes that there are substantial risks involved in an investment in the Buyer Securities. (c) Each Seller is well versed in financial matters and has such knowledge, sophistication knowledge and experience in financial and business matters and that it such Seller is fully capable of evaluating understanding the merits and risks of the receipt of investment being made in the Stock Consideration Buyer Securities and of protecting its interests the risks involved in connection herewiththerewith. Such Seller Parent has reviewed the ability description of Buyer's business, financial condition and prospects set forth in the Buyer SEC Documents (as defined in Section 6.7) and has been afforded the opportunity to bear the economic risk of this investmentask questions and receive answers from Buyer's management concerning Buyer and its business, including complete loss of the investmentfinancial condition and prospects. (bd) Each Seller Parent is acquiring the Stock Consideration for investment for its own accountacknowledges and agrees that Buyer may, not as a nominee or agentif it so desires, and not with a view topermit transfers, or for resale in connection withauthorize its transfer agent to permit transfers, any distribution thereof, and has no present intention of selling, granting any participation in or otherwise distributing the same. Seller Parent understands that the Stock Consideration has not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Buyer Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23. (c) Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from only when such Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely unless a sale of the Stock Consideration is subsequently have been registered under the Securities Act or when the request for transfer is accompanied by, if requested, an exemption from such opinion of counsel acceptable to Buyer, that the sale or proposed transfer does not require registration is available. Seller Parent is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in Act, and each Seller agrees that a private placement or shares owned by certain Persons associated with legend to such effect will be placed on the Buyer Parent subject to the satisfaction of certain conditions. Seller Parent is aware that the Stock Consideration is subject to restrictions on resale under Israeli securities lawsSecurities.

Securities Matters. (a) Seller Parent has such knowledgeBuyer covenants and agrees that, sophistication so long as Sellers own any shares of Buyer’s capital stock, Buyer will continue to timely file all reports required in order to maintain current and experience in financial good standing as a fully reporting company with the SEC and business matters that it is capable of evaluating the merits and risks of the receipt of the Stock Consideration and of protecting will at all times maintain its interests in connection herewithOTC status or better. Seller Parent has the ability to bear the economic risk of this investment, including complete loss of the investment. (b) Seller Parent is acquiring the Stock Consideration The TARGET Shares received by BUYER are for investment purposes for its BUYER’s own account, not as a nominee or agent, and not with a the view to, or for resale in connection with, any distribution thereof, and has no present intention of selling, granting any participation in or otherwise distributing the same. Seller Parent BUYER understands that the Stock Consideration has TARGET Shares have not been registered under the Securities Act, or under the securities laws of various states, by reason of a specific specified exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23. (c) Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstancesthereunder. Seller Parent BUYER acknowledges that the Stock Consideration TARGET Shares must be held indefinitely unless a sale of the Stock Consideration is TARGET Shares are subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available. Seller Parent BUYER has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act which permit permits limited resale of shares the securities purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject to the satisfaction of certain conditionsconditions including, among other things, the availability of certain current public information about TARGET and compliance with applicable requirements regarding the holding period and the amount of securities to be sold and the manner of sale. Seller Parent BUYER is aware a sophisticated investor with knowledge and experience in business and financial matters and is able to bear the economic risk and lack of liquidity inherent in owning the TARGET Shares. BUYER has received and carefully reviewed, if available and applicable: (a) TARGET’s most recent SEC filings, and (b) all other information filed by TARGET pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended; and (c) information supplied otherwise that otherwise supplies adequate material information. BUYER understands and acknowledges that no Governmental Authority has been asked to rule on nor has it ruled on the Stock Consideration tax or other consequences of the transactions contemplated hereby. BUYER represents and warrants that BUYER is subject to restrictions on resale an “Accredited Investor” as defined in Rule 501(a) of Regulation D under Israeli securities lawsthe Securities Act. BUYER understands that all certificates for the TARGET Shares shall bear a legend in substantially the following form: re: RED WIRE GROUP, LLC Between: 12 ReTech, & the Members of RED WIRE GROUP, LLC January 12, 2019 “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE ISSUER OF AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT, AS AMENDED, OR ANY STATE SECURITIES LAWS.”

Securities Matters. (a) Seller Parent has such knowledgeThe Lender purchased the Initial Notes and Initial Warrants, sophistication and experience in financial and business matters that it is capable of evaluating the merits and risks of the receipt of the Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the ability to bear the economic risk of this investment, including complete loss of the investment. (b) Seller Parent is acquiring the Stock Consideration for investment Notes and Warrants, as principal for its own account, not as a nominee or agentfor the benefit of any other Person, for investment only and not with a view toto the resale or distribution of any part thereof. (b) In the case of a subscription for the Notes as trustee or agent, the Lender is the duly authorized trustee or for resale agent of the disclosed beneficial purchaser with due and proper power and authority to execute and deliver, on behalf of each such beneficial purchaser, the Transaction Agreements, to agree to the terms and conditions herein and therein set out and to make the representations, warranties, acknowledgements and covenants herein and therein contained, all as if each such beneficial purchaser were the purchaser and the Lender’s actions as trustee or agent are in connection with, any distribution thereof, compliance with applicable Law and has no present intention of selling, granting any participation in or otherwise distributing the same. Seller Parent understands Lender and each beneficial purchaser acknowledges that the Stock Consideration has not been registered under Company is required by Law to disclose to certain regulatory authorities the Securities Act, by reason identity of a specific exemption from the registration provisions each beneficial purchaser of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23Notes for whom it may be acting. (c) Seller Parent understands The Lender acknowledges that none of the Stock Consideration Notes, the Warrants, and the Warrant Shares issuable upon exercise of the Warrants, have been or will be registered under the U.S. Securities Act or any applicable state securities laws and the contemplated sale to, or for the account or benefit of, persons in the United States and U.S. Persons is characterized as being made in reliance on a private placement exemption under applicable state securities laws. Accordingly, the Notes and Warrants, and the Warrant Shares issuable upon exercise of the Warrants, will be “restricted securities” within the meaning of Rule 144 under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent Securities Act, and therefore may not be offered or sold by it, directly or indirectly, in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold United States without registration under the Securities Act only United States securities laws, except in certain limited circumstances. Seller Parent , and the Lender understands that the Notes, Warrants and Warrant Shares will each contain a legend in respect of such restrictions. (d) The Lender acknowledges that the Stock Consideration must be held indefinitely unless a sale if it (or any beneficial purchaser on whose behalf it is acting) decides to offer, sell, pledge or otherwise transfer any of the Stock Consideration is subsequently registered under the Securities Act Notes, Warrants or an exemption from Warrant Shares, such registration is available. Seller Parent is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement securities may be offered, sold, pledged, or shares owned by certain Persons associated with Buyer Parent subject otherwise transferred only (i) to the satisfaction of certain conditions. Seller Parent is aware that the Stock Consideration is subject to restrictions on resale under Israeli securities laws.Company,

Securities Matters. (a) Seller Parent has such knowledgeEach Shareholder understands that the Contingent Shares, sophistication and experience in financial and business matters when issued by FDI, will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws on the grounds that it is capable of evaluating the merits and risks issuance of the receipt Contingent Shares is exempt from registration, and that the reliance of the Stock Consideration FDI on such exemptions is predicated in part on each of Shareholders' representations, warranties, covenants and of protecting its interests acknowledgments set forth in connection herewith. Seller Parent has the ability to bear the economic risk of this investment, including complete loss of the investmentSection 2.6. (b) Seller Parent is acquiring Each Shareholder represents and warrants that the Stock Consideration Contingent Shares to be acquired as contemplated herein will be acquired by him/her/it for investment for his/her/its own account, not as a nominee or agent, and not with without a view to, to resale or for resale in connection with, any other distribution thereof, and has no present intention of selling, granting any participation in or otherwise distributing within the same. Seller Parent understands that the Stock Consideration has not been registered under the Securities Act, by reason of a specific exemption from the registration provisions meaning of the Securities Act which depends uponand the rules and regulations thereunder, among other things, the bona fide nature and that he/she/it will not distribute all or any portion of the investment intent and Contingent Shares that may be received in violation of the accuracy of Seller Parent’s representations as expressed in this Section 4.23Securities Act. (c) Seller Parent understands Each Shareholder acknowledges that the Stock Consideration is characterized as “Contingent Shares, when issued, will be "restricted securities” " under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration such securities may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely unless a if such shares are registered for sale of the Stock Consideration is subsequently registered under the Securities Act or an exemption if such sale is exempt from registration. (d) Each Shareholder represents and warrants that he/she/it, either alone, or together with a business or other representative or advisor, has such registration knowledge and experience in financial and business matters such that he/she is available. Seller Parent is aware capable of evaluating the merits and risks of his/her/its receipt of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased Contingent Shares. (e) Each Shareholder is in a private placement financial position to afford to hold the Contingent Shares indefinitely, each Shareholder's financial condition being such that he/she/it is not presently under necessity or shares owned constraint to dispose of the Contingent Shares to satisfy any existing or contemplated debt or undertaking. Each Shareholder recognizes that it may not be possible for him/her/it to liquidate his/her/its investment in the Contingent Shares and, accordingly, he/she/it may have to hold the Contingent Shares, and bear the economic risk of this investment, indefinitely. (f) Each Shareholders confirms that the Contingent Shares were not offered to him/her/it by certain Persons associated any means of general solicitation or general advertising, and that he/she/it has received no representations, warranties or written communications upon which he/she/it has relied with Buyer Parent subject respect to the satisfaction Contingent Shares other than those contained or described in this Agreement. (g) Each Shareholder acknowledges that he/she/it has been provided or that FDI has made available to him/her/it copies of certain conditions. Seller Parent FDI's most recent Form 10-KSB, Form 10-QSB and any Form 8-Ks filed since the most recent Form 10-QSB was filed. (h) Each Shareholder acknowledges that FDI has given him/her/it a reasonable opportunity to ask questions and receive answers concerning his/her/its receipt of Contingent Shares and to obtain any additional information which FDI possesses or can acquire without unreasonable effort or expense that is aware that necessary to verify the Stock Consideration is subject to restrictions on resale under Israeli securities lawsaccuracy of information.

Securities Matters. (a) Seller Parent has Holdings is an “accredited investor” within the meaning of Rule 501(a) promulgated under the Securities Act. With respect to the Buyer Common Stock, Holdings understands that the shares of Buyer Common Stock issuable hereunder are being offered and sold in reliance on specific exemptions from the registration requirements of United States federal and state securities Laws and that Buyer is relying in part upon the truth and accuracy of, and Holdings’ compliance with, the representations, warranties, agreements, acknowledgements and understanding of Holdings set forth in this Section 3.06 in order to determine the availability of such knowledgeexemptions and the eligibility of Holdings to acquire the Buyer Common Stock to be acquired, sophistication and experience in financial and business matters or that it is capable of evaluating the merits and risks of the receipt of the Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the ability to bear the economic risk of this investmentmay be acquired, including complete loss of the investmenthereunder. (b) Seller Parent is acquiring Holdings and its advisors have had access, through ▇▇▇▇▇, to copies of each report, registration statement and definitive proxy statement filed by Buyer with the SEC and has been afforded the opportunity to ask questions of and receive answers from Buyer regarding Buyer and the transactions contemplated herein. Holdings understands that its investment in the shares of Buyer Common Stock Consideration for investment for its own account, not as a nominee or agent, and not with a view tobeing issued, or for resale in connection withissuable, any distribution thereofhereunder involves a high degree of risk. Holdings has sought such accounting, legal and Tax advice as it has no present intention considered necessary to make an informed investment decision with respect to its acquisition of selling, granting any participation in or otherwise distributing the sameshares of Buyer Common Stock that may be acquired hereunder. Seller Parent Holdings understands that the Stock Consideration no United States federal or state agency or any other Governmental Body has not been registered under the Securities Act, by reason of a specific exemption from the registration provisions passed on or made any recommendation or endorsement of the Securities Act which depends uponshares of Buyer Common Stock issuable hereunder, among other things, or the bona fide nature fairness or suitability of the investment intent and in Buyer Common Stock, nor have such authorities passed upon or endorsed the accuracy merits of Seller Parent’s representations as expressed in this Section 4.23the offering of Buyer Common Stock contemplated herein. (c) Seller Parent Holdings has no present agreement or understanding, directly or indirectly, with any Person to distribute any of the shares of Buyer Common Stock that may be received hereunder in a transaction that would violate the Securities Act or any state securities Laws. (d) Holdings understands that the shares of Buyer Common Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction issued hereunder have not involving a public offering been and that under such laws and applicable regulations the Stock Consideration may will not be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely unless a sale of the Stock Consideration is subsequently registered under the Securities Act or any state securities Laws, and may not be offered for sale, sold, assigned or transferred unless (i) subsequently registered thereunder or (ii) pursuant to an exemption from such registration is available. Seller Parent is aware of the provisions of registration, including pursuant to Rule 144 promulgated (or a successor rule thereto), and that neither Buyer nor any other Person is under any obligation to register such shares of Buyer Common Stock under the Securities Act which permit limited resale of shares purchased in or any state securities Laws. (e) Holdings understands that the certificates or other instruments representing the Buyer Common Stock issuable hereunder will bear a private placement or shares owned by certain Persons associated with Buyer Parent restrictive legend as set forth below and an additional legend indicating the certificates are subject to the satisfaction holding period restrictions of certain conditions. Seller Parent is aware Section 3.06(d) above, and that a stop-transfer order may be placed against transfer of such stock certificates; provided that any such legend shall be removed and Buyer shall issue a certificate without legend to the holder of the shares of Buyer Common Stock at Buyer’s cost and expense, if (i) such shares of Buyer Common Stock are registered pursuant to an effective registration statement under the Securities Act; or (ii) in connection with a sale, assignment or other transfer, Buyer receives an opinion of counsel, in a form acceptable to Buyer, to the effect that such sale, assignment or transfer of such shares of Buyer Common Stock may be made without registration under the applicable requirements of the Securities Act and state Law, including pursuant to Rule 144; provided further that, after the expiration of the holding period applicable pursuant to Rule 144, the legend indicating that the Stock Consideration is certificates are subject to restrictions on resale under Israeli securities lawsthereof shall be removed and Buyer shall issue a certificate without such legend to the holder of the shares of Buyer Common Stock at Buyer’s cost and expense, as and when requested by Holdings. (f) Holdings understands that, except as provided in Section 3.06(e), all certificates or other instruments representing the Buyer Common Stock issuable hereunder shall bear the following restrictive legends: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A UNIT PURCHASE AGREEMENT BY AND AMONG VERTEX ENERGY, INC., VERTEX ACQUISITION SUB, LLC AND THE SELLERS NAMED THEREIN, DATED AUGUST 14, 2012. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE SECRETARY OF VERTEX ENERGY, INC.

Securities Matters. (a) Seller Parent has such knowledge, sophistication and experience in financial and business matters that it is capable of evaluating the merits and risks None of the receipt Interests are registered under the Securities Act or any state securities laws. Such Partner understands that the offering, issuance and sale of the Stock Consideration Interests are intended to be exempt from registration under the Securities Act, based, in part, upon the representations, warranties and agreements contained in this Agreement. Such Partner is an “accredited investor” as such term is defined in Rule 501 of protecting its interests in connection herewith. Seller Parent has Regulation D promulgated under the ability to bear the economic risk of this investment, including complete loss of the investmentSecurities Act. (bi) Seller Parent Neither the Securities and Exchange Commission nor any state securities commission has approved the Interests or passed upon or endorsed the merits of the offer or sale of the Interests. Such Partner is acquiring the Stock Consideration Interests solely for such Partner’s own account for investment for its own account, not as a nominee or agent, and not with a view toto resale or distribution thereof in violation of the Securities Act. (ii) Such Partner is unaware of, and in no way relying on, any form of general solicitation or for resale general advertising in connection with, any distribution thereofwith the offer and sale of the Interests, and no Partner has no present intention taken any action that could give rise to any claim by any person for brokerage commissions, finders’ fees (without regard to any finders’ fees payable by the Partnership directly) or the like relating to the transactions contemplated hereby. (iii) Such Partner is not relying on the Partnership or any of sellingits officers, granting any participation directors, employees, advisors or representatives with regard to the tax and other economic considerations of an investment in or otherwise distributing the same. Seller Parent Interests. (iv) Such Partner understands that the Stock Consideration has Interests may not been registered under the Securities Actbe sold, by reason hypothecated or otherwise disposed of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23. (c) Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely unless a sale of the Stock Consideration is subsequently registered under the Securities Act and applicable state securities laws, or an exemption from such registration is available. Seller Parent is aware Such Partner agrees that it will not attempt to Transfer all or any portion of the provisions Interests in violation of Rule 144 promulgated this Agreement. (v) Such Partner has adequate means for providing for its current financial needs and anticipated future needs and possible contingencies and emergencies and has no need for liquidity in the investment in the Interests. (vi) Such Partner has significant prior investment experience, including investment in non-listed and non-registered securities. Such Partner is knowledgeable about investment considerations and has a sufficient net worth to sustain a loss of such Partner’s entire investment in the Partnership in the event such a loss should occur. Such Partner’s overall commitment to investments that are not readily marketable is not excessive in view of such Partner’s net worth and financial circumstances and the purchase of the Interests will not cause such commitment to become excessive. The investment in the Interests is suitable for such Partner. The representations and warranties made by any Partner in the LXP Partner Group are qualified by the Exception Matters under and as defined in the Securities Act which permit limited resale of shares purchased in a private placement or shares owned by certain Persons associated Purchase Agreement and the Contribution Agreement (with Buyer Parent subject the term “Agreement” as used therein deemed to the satisfaction of certain conditions. Seller Parent is aware that the Stock Consideration is subject to restrictions on resale under Israeli securities lawsinclude this Agreement).

Securities Matters. This Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended, (athe “Securities Act”) Seller Parent has such knowledgeand have been issued to the Holder for investment purposes and not with a view to the distribution of either the Warrant or the Warrant Shares. Each certificate for the Warrant, sophistication the Warrant Shares and experience any other security issued or issuable upon exercise of this Warrant shall contain a legend on the face thereof, in financial form and business matters substance satisfactory to counsel for the Corporation, setting forth the restrictions on transfer contained in this Section. The Holder understands that it is capable of evaluating this Warrant and the merits Warrant Shares constitute “restricted securities” under federal securities laws and risks acknowledges that Rule 144 of the receipt Securities and Exchange Commission is not now, and may not in the future be, available for resale of this IRELAND INC. 3 Common Stock Purchase Warrant Certificate 026717-00• Warrant and/or the Warrant Shares. By acceptance of this certificate, the Holder acknowledges and agrees that: (1) The Holder is acquiring this Warrant and the Warrant Shares for its own account for investment, with no present intention of dividing its interest with others or of reselling or otherwise disposing of all or any portion of the Stock Consideration same; (2) The Holder does not intend any sale of this Warrant or the Warrant Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non- occurrence of any predetermined event or circumstance; (3) The Holder has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for or which is likely to compel a disposition of this Warrant or the Warrant Shares; (4) The Holder is not aware of any circumstances presently in existence which are likely in the future to prompt a disposition of this Warrant or the Warrant Shares; (5) This Warrant and the Warrant Shares were offered to the Holder in direct communication between the Holder and the Corporation and not through any advertisement of protecting its interests in connection herewith. Seller Parent any kind; and (6) The Holder has the ability financial means to bear the economic risk of this investment, including complete loss of the investment. (b) Seller Parent is acquiring investment which it hereby agrees to make. All certificates representing the Stock Consideration for investment for its own account, not as a nominee or agent, and not Warrant Shares will be endorsed with a view to, legend substantially as follows or for resale in connection with, any distribution thereof, and has no present intention of selling, granting any participation in such similar or otherwise distributing other legends as deemed advisable by the same. Seller Parent understands that the Stock Consideration has not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of Corporation to ensure compliance with the Securities Act which depends upon, among and any other things, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23. (c) Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities applicable laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely unless a sale of the Stock Consideration is subsequently registered under the Securities Act or an exemption from such registration is available. Seller Parent is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject to the satisfaction of certain conditions. Seller Parent is aware that the Stock Consideration is subject to restrictions on resale under Israeli securities laws.regulations:

Securities Matters. The Faith Walk Design Shareholders acknowledge and agree that the consummation of this Agreement, including the issuance of the Decorize common stock to them in exchange for their respective equity interest in Faith Walk Designs as contemplated hereby constitutes an offer and sale of securities under the Securities Act and applicable state statutes. The Faith Walk Designs Shareholders acknowledge that such transactions are being consummated in reliance one exemptions from the registration and prospectus delivery requirements of such statutes that depend, among other items, on the circumstances under which such securities are acquired, and the Faith Walk Designs Shareholders hereby represent, warrant and covenant as follows: (a) Seller Parent The Faith Walk Designs Shareholders have been advised that the Decorize shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities act in reliance on exemptions therefrom; (b) The Decorize shares are being acquired solely for the Faith Walk Designs Shareholders own account, for investment and are not being acquired with a view to or for the resale, distribution, subdivision or fractionalization thereof, and the Faith Walk Designs Shareholders have no present plans to enter into any such contract, undertaking, agreement or arrangement. The Faith Walk Designs Shareholders further understand that the Decorize shares may only be resold pursuant to a registration statement under the Securities Act or pursuant to some other available exemption; (c) The Faith Walk Designs Shareholders acknowledge in connection with the exchange of the Decorize shares that no representation has been made by representatives of Decorize regarding its business, assets or prospects other than that set forth herein and that it is relying upon the information set forth in the filings made by Decorize pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, the Decorize Disclosure Letter (as hereinafter defined), and such knowledge, sophistication other representations and warranties as set forth in this Agreement; (d) The Faith Walk Designs Shareholders have sufficient knowledge and experience in financial and business matters that it is so as to be capable of evaluating the merits and risks of the receipt their investment in Decorize common stock, and are capable of the Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the ability to bear bearing the economic risk risks of this such investment, including complete loss of . At Closing the investmentFaith Walk Designs Shareholders shall execute and deliver investment letters in a form acceptable to Decorize. (be) Seller Parent is acquiring the Stock Consideration for investment 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 present intention of selling, granting any participation in or otherwise distributing the same. Seller Parent understands The Faith Walk Designs Shareholders agree that the Stock Consideration has certificate or certificates representing the Decorize shares will be inscribe with the following legend: "The securities represented by this certificate have not been registered under the Securities ActAct of 1933. The securities have been acquired for investment and may not be sold, by reason transferred, or assigned in the absence of a specific exemption from the an effective registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23. (c) Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal statement for these securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely unless a sale of the Stock Consideration is subsequently registered under the Securities Act 1933 or an exemption from such opinion of Decorize's counsel that registration is available. Seller Parent is aware of the provisions of Rule 144 promulgated not required under the Securities Act which permit limited resale of shares purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject to the satisfaction of certain conditions. Seller Parent is aware that the Stock Consideration is subject to restrictions on resale under Israeli securities lawssaid Act."

Securities Matters. (ai) The Delek Shares, when acquired by Seller Parent has such knowledgeat the Closing, sophistication and experience in financial and business matters that it is capable of evaluating the merits and risks of the receipt of the Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the ability to bear the economic risk of this investment, including complete loss of the investment. (b) Seller Parent is acquiring the Stock Consideration will be acquired for investment for its Seller’s own account, not as a nominee or agent, for investment purposes and not with a view to, or for resale in connection with, any distribution thereofor public offering thereof within the meaning of the Securities Act, and has no present intention of selling, granting any participation in or otherwise distributing the sameapplicable state securities Laws. Seller Parent is not a party to any Contract to Dispose or Encumber the Delek Shares or any part thereof or interest therein, except that all tangible and intangible assets of Seller (excluding the Lion Shares but including the Delek Shares) are pledged as security under Seller’s Senior Secured Working Capital Credit Facility, dated September 1, 2006, as amended from time to time (the “Seller Credit Facility”). (ii) Seller understands that (A) the Stock Consideration has Delek Shares have not been registered under the Securities Act, Act by reason of their issuance in a specific exemption transaction exempt from the registration provisions and prospectus delivery requirements of the Securities Act which depends uponand have not been qualified under any state securities Laws on the grounds that the offering and sale of securities contemplated by this Agreement are exempt from registration thereunder, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parent(B) Buyer’s reliance on such exemptions is predicated on Seller’s representations as expressed in this Section 4.23. (c) set forth herein. Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under resale of the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration Delek Shares may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely restricted indefinitely, unless a sale of the Stock Consideration subsequent disposition thereof is subsequently registered under the Securities Act and registered under any state securities Law or an exemption is exempt from such registration registration. (iii) Seller is availablean “Accredited Investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act. Seller Parent is able to bear the economic risk of the acquisition of the Delek Shares pursuant to the terms of this Agreement, including a complete loss of Seller’s investment in the Delek Shares. (iv) Seller can bear the economic risk of its investment (including possible complete loss of such investment) for an indefinite period of time and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of its acquisition of the Delek Shares. Seller has not been organized for the purpose of acquiring the Delek Shares. (v) Seller is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased acquired in a private placement or shares owned by certain Persons associated with Buyer Parent subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the shares of Buyer’s capital stock, the availability of certain current public information about Buyer, the resale occurring not less than one (1) year after a party has purchased and paid for the security to be sold, the sale being effected through a “broker’s transaction” or in a transaction directly with a “market maker,” and the number of shares being sold during any three-month period not exceeding specified limitations. Seller Parent further understands that there is aware no assurance that Rule 144 or any exemption from the Securities Act will be available, or if available, that such exemption will allow Seller to Dispose of any or all of the Delek Shares in the amounts or at the times Seller might propose. (vi) During the negotiation of the Contemplated Transactions, Seller and its representatives and legal counsel have been afforded access, to the extent not prohibited by applicable Law, to corporate books, financial statements, records, Contracts, documents, and other information concerning Buyer and to Buyer’s offices and facilities, have been afforded an opportunity to ask such questions of Buyer’s officers, employees, agents, accountants and representatives concerning Buyer’s business, operations, financial condition, assets, liabilities and other relevant matters as they have deemed necessary or desirable, and have been given all such information as has been requested, to evaluate the merits and risks of the prospective investments in the Delek Shares contemplated herein. (vii) For purposes of state “blue sky” Laws, Seller represents and warrants that Seller is located in the State of Colorado and that the Stock Consideration is subject decision by Seller to restrictions on resale under Israeli securities lawsacquire the Delek Shares shall be deemed to occur solely in the State of Colorado. (viii) Other than with respect to the Contemplated Transactions, since May 1, 2007, neither Seller nor M▇▇▇▇▇ S▇▇▇▇▇▇ Capital Group Inc. (“MSCG”) has directly or indirectly, effected or agreed to effect any Short Sales involving the Delek Common Stock.

Securities Matters. (a) Each Participating Seller acknowledges that the information supplied in the representations and warranties contained herein and in the Seller Questionnaire will be relied upon by Purchaser and Parent has such knowledge, sophistication and experience in financial and business matters concluding that it is capable of evaluating the merits and risks Purchaser Units will be issued pursuant to Section 4(a)(2) of the receipt Securities Act or another exemption from the registration requirements of the Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the ability to bear the economic risk of this investment, including complete loss of the investmentSecurities Act. (b) Seller Parent Each Participating Seller: (i) is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act (an “Accredited Investor”); (ii) has not been presented with or solicited by or through any leaflet, public promotional meeting, television advertisement or any other form of “general solicitation” or “general advertising” (as those terms are defined in Regulation D) in connection and concurrently with this Agreement and the transactions contemplated hereby and is not receiving the Purchaser Units as a result of any such general solicitation or general advertising; and (iii) is acquiring the Stock Consideration Purchaser Units for his, her or its own account for investment for its own account, not as a nominee or agent, and not with a view to, or for resale sale in connection with, any distribution thereof, and nor with any present intention of distributing or selling the same; and, except as contemplated by this Agreement, such Participating Seller has no present intention or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof. (c) The certifications in the applicable Seller Questionnaire are true, correct and complete in all respects. (d) Each Participating Seller is sufficiently aware of sellingPurchaser’s business affairs and financial condition to evaluate the risks and merits of receiving the Purchaser Units and reach an informed and knowledgeable decision to receive the Purchaser Units. Each Participating Seller is able to financially bear the risks of receiving the Purchaser Units. Each Participating Seller acknowledges that certain information regarding Purchaser and Parent is publicly available via the SEC’s website (w▇▇.▇▇▇.▇▇▇). Each Participating Seller has made its own investment decision to receive the Purchaser Units based on its own knowledge and experience in finance and business and information which is publicly available, granting any participation in or otherwise distributing including Parent SEC Documents, as well as the same. written warranties of Purchaser pursuant to Article 4. (e) Each Participating Seller Parent acknowledges and understands that the Stock Consideration has Purchaser Units issuable pursuant to this Agreement have not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23. (c) Seller Parent understands that the Stock Consideration is characterized as are “restricted securities” under within the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration meaning of Rule 144 under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that Act, and such shares cannot be sold, transferred or otherwise disposed of unless the Stock Consideration must be held indefinitely unless a sale resale of the Stock Consideration such shares is subsequently registered under the Securities Act or an exemption from such registration is then available. (f) Each Participating Seller acknowledges and understands that each certificate or book-entry representing any Purchaser Units issued hereunder shall bear the following legends (in addition to any other legends required by Law or governing documents of Purchaser): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. Seller Parent is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject to the satisfaction of certain conditionsTHESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. Seller Parent is aware that the Stock Consideration is subject to restrictions on resale under Israeli securities lawsTHE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Securities Matters. (a) Seller Parent has such knowledge, sophistication and experience in financial and business matters Each PDI Shareholder understands that it is capable of evaluating the merits and risks none of the receipt shares of Parent Stock included in the Merger Consideration has been registered under the Securities Act, on the grounds that the issuance thereof to the PDI Shareholders in connection with the Merger is exempt from registration pursuant to Section 4(2) of the Stock Consideration Securities Act and/or Regulation D promulgated under the Securities Act ("Regulation D"), and that the reliance of protecting its interests Parent on such exemptions is predicated in connection herewith. Seller Parent has part on the ability to bear the economic risk of representations, warranties, covenants and acknowledgements set forth in this investment, including complete loss of the investmentSection 5.2. (b) Seller The Parent is acquiring the Stock Consideration will be acquired by each PDI Shareholder for investment for its his or her own account, not as a nominee or agent, for investment and not with without a view to, to resale or for resale in connection with, any other distribution thereof, and has no present intention within the meaning of selling, granting any participation in or otherwise distributing the same. Seller Parent understands that the Stock Consideration has not been registered under the Securities Act, by reason and such PDI Shareholder will not distribute or transfer any of a specific exemption from the registration provisions Parent Stock in violation of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23Act. (c) Seller Parent understands Each PDI Shareholder: (i) acknowledges that the Parent Stock Consideration to be issued to such PDI Shareholder is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration registered under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration and must be held indefinitely by such PDI Shareholder unless a sale of the Parent Stock Consideration is subsequently registered under the Securities Act or an exemption from such registration is available. Seller Parent , (ii) is aware that any routine sales of the provisions of Parent Stock made under Rule 144 promulgated of the Securities and Exchange Commission under the Securities Act which permit may be made only in limited resale amounts and in accordance with the terms and conditions of shares purchased that Rule and that in a private placement such cases where the Rule is not applicable, registration or shares owned by certain Persons associated compliance with Buyer Parent subject to the satisfaction of certain conditions. Seller Parent some other registration exemption will be required, (iii) is aware that Rule 144 is not now and for a period of at least one year following the Closing Date hereof will not be, available for use by such PDI Shareholder for resale of the Parent Stock, and (iv) is aware that Parent is not obligated to register any sale, transfer or other disposition of the Parent Stock. (d) Each PDI Shareholder has such knowledge and experience in financial and business matters that such PDI Shareholder is fully capable of evaluating the risks and merits of such Shareholder's investment in the Parent Stock. (e) Each PDI Shareholder acknowledges and agrees that the certificates representing the Parent Stock Consideration is subject issuable to such PDI Shareholder will contain a restrictive legend noting the restrictions on resale transfer described in this Section and under Israeli federal and applicable state securities laws, and that appropriate "stop-transfer" instructions will be given to Parent's stock transfer agent.

Securities Matters. (a) Seller Parent has such knowledgeBUYER covenants and agrees that, sophistication so long as SELLER owns any shares of BUYER’s capital stock, BUYER will continue to timely file all reports required in order to maintain current and experience in financial good standing as a fully reporting company with the SEC and business matters that it is capable of evaluating the merits and risks of the receipt of the Stock Consideration and of protecting will at all times maintain its interests in connection herewithOTC status or better. Seller Parent has the ability to bear the economic risk of this investment, including complete loss of the investment. (b) Seller Parent is acquiring the Stock Consideration The TARGET SHARES received by BUYER are for investment purposes for its BUYER’s own account, not as a nominee or agent, and not with a the view to, or for resale in connection with, any distribution thereof, and has no present intention of selling, granting any participation in or otherwise distributing the same. Seller Parent BUYER understands that the Stock Consideration has TARGET SHARES have not been registered under the Securities Act, or under the securities laws of various states, by reason of a specific specified exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23. (c) Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstancesthereunder. Seller Parent BUYER acknowledges that the Stock Consideration TARGET SHARES must be held indefinitely unless a sale of the Stock Consideration is TARGET SHARES are subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available. Seller Parent BUYER has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act which permit permits limited resale of shares the securities purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject to the satisfaction of certain conditionsconditions including, among other things, the availability of certain current public information about TARGET and compliance with applicable requirements regarding the holding period and the amount of securities to be sold and the manner of sale. Seller Parent BUYER is aware a sophisticated investor with knowledge and experience in business and financial matters and is able to bear the economic risk and lack of liquidity inherent in owning the TARGET Shares. BUYER has received and carefully reviewed, if available and applicable: (a) TARGET’s most recent SEC filings, and (b) all other information filed by TARGET pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended; and (c) information supplied otherwise that otherwise supplies adequate material information. BUYER understands and acknowledges that no Governmental Authority has been asked to rule on nor has it ruled on the Stock Consideration tax or other consequences of the transactions contemplated hereby. BUYER represents and warrants that BUYER is subject to restrictions on resale an “Accredited Investor” as defined in Rule 501(a) of Regulation D under Israeli securities lawsthe Securities Act. BUYER understands that all certificates for the TARGET Shares shall bear a legend in substantially the following form: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE ISSUER OF AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT, AS AMENDED, OR ANY STATE SECURITIES LAWS.” Page | 21 of 31Bluwire - ReTech Exchange Agreement

Securities Matters. (a) Buyer is acquiring the Company Membership Interests and the shares of Common Stock constituting the Stock Disbursement (the “Stock Disbursement Shares”) in the ordinary course of business for investment purposes, for its own account, and not with a view towards, or for resale in connection with, a sale or distribution thereof that would be in violation of the Securities Act of 1933, as amended (the “Securities Act”). Buyer does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Company Membership Interests or the Stock Disbursement Shares. (b) At the time such Buyer was offered the Company Membership Interests and the Stock Disbursement Shares it was, and at the date hereof it is an “accredited investor” as defined in Rule 501(a) under the Securities Act and it shall provide the Seller Parent with such information or documentation reasonably requested to support the Buyer’s status as an accredited investor. (c) Buyer, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial and business matters that it is so as to be capable of evaluating the merits and risks of the receipt of prospective investment in the Company Membership Interests and the Stock Consideration Disbursement Shares, and has so evaluated the merits and risks of protecting its interests in connection herewithsuch investment. Seller Parent has the ability Buyer is able to bear the economic risk of this investmentan investment in the Company Membership Interests and the Stock Disbursement Shares and, including at the present time, is able to afford a complete loss of the such investment. (bd) Seller Parent is acquiring Buyer acknowledges that (i) the Company Membership Interests and the Stock Consideration for investment for its own account, Disbursement Shares are not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof, and has no present intention of selling, granting any participation in or otherwise distributing the same. Seller Parent understands that the Stock Consideration has not been registered under the Securities ActAct or any state securities laws, by reason of a specific exemption from and that the Company Membership Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act which depends uponor pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, among other things, as applicable; (ii) the bona fide nature of the investment intent Company Membership Interests and the accuracy of Seller Parent’s representations as expressed in Stock Disbursement Shares being acquired by Buyer pursuant to this Section 4.23. (c) Seller Parent understands that the Stock Consideration is Agreement are characterized as “restricted securities” under the U.S. federal securities laws Securities Act inasmuch as they are being acquired by Buyer from Buyer Parent the Seller in a transaction not involving a public offering and that and, subject to Buyer’s rights under such laws and applicable regulations this Agreement, Buyer must continue to bear the economic risk of the investment in the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held Disbursement Shares indefinitely unless a the offer and sale of the Stock Consideration is are subsequently registered under the Securities Act and all applicable state securities or “blue sky” Laws or an exemption from such registration is available. Seller Parent ; (iii) it is aware not anticipated that there will be any public market for the Company Membership Interests; (iv) a restrictive legend shall be placed on the certificates representing the Stock Disbursement Shares; and (v) a notation shall be made in the appropriate records of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject to the satisfaction of certain conditions. Seller Parent is aware Company indicating that the Stock Consideration is Disbursement Shares are subject to restrictions on resale under Israeli securities lawstransfer.

Securities Matters. (a) Seller Parent Such Shareholder has such knowledge, sophistication knowledge and experience in financial and business matters that it is and such experience in evaluating and investing in companies such as Purchaser as to be capable of evaluating the merits and risks of an investment in the receipt of the Stock Consideration and of protecting its interests in connection herewithZygo Common Stock. Seller Parent Such Shareholder has the financial ability to bear the economic risk of this investmentsuch Shareholder's investment in the Zygo Common Stock being acquired by such Shareholder hereunder, including complete loss of the investmenthas adequate means for providing for such Shareholder's current needs and contingencies and has no need for liquidity with respect to such Shareholder's investment in Purchaser. (b) Seller Parent Such Shareholder is acquiring the Zygo Common Stock Consideration for investment for its Shareholder's own account, not as a nominee or agentfor investment purposes only, and not with a the view to, or for resale in connection with, any distribution thereof, and has no present intention of selling, granting any participation in or otherwise distributing the same. Seller Parent Such Shareholder understands that the Stock Consideration has Zygo Shares have not been registered under the Securities ActAct of 1933, or under the securities laws of various states, by reason of a specific specified exemption from the registration provisions of the Securities Act thereunder which depends upon, among other things, the bona fide nature of the such Shareholder's investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23herein. (c) Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent Such Shareholder acknowledges that the Stock Consideration Zygo Shares must be held indefinitely unless a sale of the Stock Consideration is they are subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available. Seller Parent Such Shareholder has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act which permit permits limited resale of shares the securities purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject to the satisfaction of certain conditionsconditions 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. Seller Parent Such Shareholder understands that only Purchaser can take action to register the Zygo Shares. (d) Such Shareholder has relied upon independent investigations made by such Shareholder or his or her representatives and is fully familiar with the business, results of operations, financial condition, prospects and other affairs of Zygo and realizes the Zygo Shares are a speculative investment for which there is no assurance of any return. Such Shareholder has, among other things, received and carefully reviewed (i) Purchaser's Annual Report on Form 10-K/405 for the fiscal year ended ▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) Purchaser's Quarterly Reports on Form 10-Q dated September 30, 1999 and December 31, 1999, (iii) Purchaser's Proxy Statement dated October 6, 1999, and (iv) all other information filed by Purchaser pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"). Such Shareholder acknowledges that in connection with the transactions contemplated hereby, except as set forth in the foregoing documents, neither Purchaser 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 Purchaser, its present or projected results of operations, financial condition, prospects, products and services, or the value of Zygo Common Stock or Purchaser's business or any other matter in relation to Purchaser's business or affairs. Such Shareholder 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 such Shareholder's investment in the Zygo Common Stock in order for such Shareholder to evaluate its merits and risks, and such Shareholder has determined that the Zygo Common Stock are a suitable investment for such Shareholder. (e) Such Shareholder is aware that no federal or state or other agency has passed upon or made any finding or determination concerning the fairness of the transactions contemplated by this Agreement and the agreements contemplated herein 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 understands and acknowledges that neither the Internal Revenue Service nor any other tax authority has been asked to rule on the tax consequences of the transactions contemplated hereby or by the agreements contemplated herein and, accordingly, in making such Shareholder's decision to acquire the Zygo Common Stock Consideration is subject such Shareholder has relied upon the investigations of such Shareholder's own tax and business advisers in addition to restrictions on resale under Israeli securities lawssuch 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 Zygo Common Stock. (g) Such Shareholder understands that all certificates for the Zygo Common Stock issued to such Shareholder 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. THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, 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. (ai) Seller Parent Licensor acknowledges its understanding that the issuance of the Consideration Shares hereunder is intended to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). In furtherance thereof, each of Licensor hereby jointly and severally represents and warrants to the Licensee that it is an "accredited investor" as that term is defined in Rule 501 of the General Rules and Regulations under the Securities Act. Licensor is acquiring the Consideration Shares for its own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in such shares or any portion thereof. Each Licensor has the financial ability to bear the economic risk of its investment. Each Licensor has such knowledge, sophistication knowledge and experience in financial and business matters that it is as to be capable of evaluating the merits and risks of the receipt prospective investment in the shares being issued to it hereunder. Each Licensor has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning the issuance of the Stock Consideration shares, Licensee, and of protecting its interests in connection herewith. Seller Parent has all other information to the ability to bear the economic risk of this investment, including complete loss of the investmentextent Licensee possesses such information or can acquire it without unreasonable effort or expense. (bii) Seller Parent is acquiring the Stock Consideration for investment 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 present intention of selling, granting any participation in or otherwise distributing the same. Seller Parent Licensor understands that the Stock Consideration has Shares will not be registered under the Securities Act or the securities laws of any state thereof, nor is such registration contemplated. Licensor understands and agrees further that such shares must be held and may not be transferred until and unless the shares are registered under the Securities Act and the securities laws of any other jurisdiction or an exemption from registration under the Securities Act and any applicable laws is available. Licensor understands that legends stating that the shares have not been registered under the Securities Act, by reason Act and the securities laws of a specific exemption from any other jurisdiction and setting out or referring to the registration provisions restrictions on the transferability and resale of the Securities Act which depends upon, among other things, shares will be placed on all documents evidencing the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23shares. (c) Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely unless a sale of the Stock Consideration is subsequently registered under the Securities Act or an exemption from such registration is available. Seller Parent is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject to the satisfaction of certain conditions. Seller Parent is aware that the Stock Consideration is subject to restrictions on resale under Israeli securities laws.

Securities Matters. (ai) The Seller is an “accredited investor” within the meaning of Rule 501(a) promulgated under the Securities Act of 1933, as amended (the “1933 Act”). With respect to the Purchase Price Shares, the Seller understands that the Purchase Price Shares issuable hereunder are being offered and sold in reliance on specific exemptions from the registration requirements of United States federal and state securities Laws and that the Parent is relying in part upon the truth and accuracy of, and the Seller’s compliance with, the representations, warranties, agreements, acknowledgements and understanding of the Seller set forth in this Section 5.6 in order to determine the availability of such exemptions and the eligibility of the Seller to acquire the Purchase Price Shares hereunder. (ii) The Seller acknowledges that the Parent has such knowledge, sophistication made available to the Seller and experience its advisors the opportunity to obtain all documents and information they may request concerning the Parent and its business and plans in financial and business matters that it is capable of evaluating order to evaluate the merits and risks of the receipt Seller’s investment in the Purchase Price Shares and the opportunity to ask questions of and receive answers from representatives of the Stock Consideration Parent concerning such business and of protecting its interests in connection herewithplans and the transactions contemplated hereby. The Seller acknowledges that the Parent has answered to the ability complete satisfaction of the Seller all inquiries which the Seller has made of it, and has furnished to the Seller any and all documents or other information requested from it, concerning the Parent, its business and financial condition or any other matter relating to the transactions contemplated hereby, including, without limitation the Purchase Price Shares. The Seller has been informed, understands and acknowledges that its investment in the Purchase Price Shares is a speculative investment and involves a high degree of risk and that the amount realized on such investment may be less than the amount invested. The Seller has extensive experience in making investments of the type contemplated hereby, and in evaluating its investment in the Purchase Price Shares the Seller has consulted with the Seller’s own investment, legal and Tax advisors and has concluded that such investment in the Purchase Price Shares is not inconsistent with and is appropriate in light of the Seller’s overall investment objectives, financial condition and liquidity requirements. The Seller is familiar with the nature of and risks attendant to an investment of the type contemplated hereby, the Tax aspects of an investment of such type, and is financially and otherwise capable of bearing the economic risk of such investment and can afford the loss of the total amount of such investment. (iii) The Seller does not have any present agreement or understanding, directly or indirectly, with any Person to distribute any of the Purchase Price Shares in a transaction that would violate the 1933 Act or any state securities Laws. (iv) The Seller understands and acknowledges that: (i) the Purchase Price Shares have not been registered under the 1933 Act or any state securities laws in reliance upon specific exemptions thereunder for transactions not involving any public offering, and the availability of such exemptions depends in part upon the accuracy of the Seller’s representations and warranties herein; (ii) the 1933 Act and applicable state securities laws, as well as the terms of the Stockholders’ Agreement, impose substantial restrictions on the transferability of the Purchase Price Shares; (iii) no market presently exists for the Purchase Price Shares and there can be no assurance that any such market will develop; and (iv) the Seller may be unable to liquidate its investment in the Purchase Price Shares and as a result may have to hold the Purchase Price Shares and bear the economic risk of this investment, including complete loss its investment in the Purchase Price Shares for an indefinite period of the investmenttime. (bv) The Seller Parent is acquiring the Stock Consideration for investment 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 present intention of selling, granting any participation in or otherwise distributing the same. Seller Parent understands that all certificates or other instruments representing the Stock Consideration has not been registered under Purchase Price Shares shall bear the Securities Actfollowing restrictive legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS’ AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). NO TRANSFER, by reason of a specific exemption from the registration provisions of the Securities Act which depends uponSALE, among other thingsASSIGNMENT, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS’ AGREEMENT AND (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS’ AGREEMENT. (c) Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely unless a sale of the Stock Consideration is subsequently registered under the Securities Act or an exemption from such registration is available. Seller Parent is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject to the satisfaction of certain conditions. Seller Parent is aware that the Stock Consideration is subject to restrictions on resale under Israeli securities laws.”

Securities Matters. (a) The Seller Parties and the Principals understand and acknowledge that the issuance of shares of Buyer Common Stock pursuant to this Agreement will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and that the Parent has Common Stock will be issued to the Seller in a private placement transaction effected in reliance on an exemption from the registration requirements of the Securities Act and in reliance on exemptions from the qualification requirements of applicable state securities laws. In connection therewith, the Seller and the Principals hereby represent and warrant as follows: (i) The Seller Parties and the Principals each have such knowledge, sophistication knowledge and experience in financial and business matters such that it is they are each capable of evaluating the merits and risks of the receipt of the an investment in Parent Common Stock Consideration and of protecting its their own interests in connection herewith. Seller Parent has the ability to bear the economic risk of this investment, including complete loss of the with such investment. (bii) The Seller Parties and the Principals are sufficiently aware of the Parent’s business affairs and financial condition and has acquired sufficient information about Parent is to reach an informed and knowledgeable investment decision with respect to acquiring Parent Common Stock pursuant to this Agreement. (iii) The Seller Parties and the Principals are not acquiring the Parent Common Stock Consideration for investment for its own account, not as a nominee result of any general solicitation or agent, and not with a view to, or for resale general advertising (as those terms are used in connection with, any distribution thereof, and has no present intention of selling, granting any participation in or otherwise distributing the same. Seller Parent understands that the Stock Consideration has not been registered Regulation D under the Securities Act), including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23general solicitation or general advertising. (civ) With respect to the tax and other economic considerations involved in acquiring the Parent Common Stock, the Seller Parties and the Principals are not relying on Parent, and the Seller Parties and the Principals have carefully considered and have, to the extent each such person believes such discussion necessary, discussed with such person’s professional legal, tax, accounting and financial advisors the implications of acquiring the Parent understands Common Stock for such person’s particular tax, financial and accounting situation. (v) The Seller Parties and the Principals acknowledge that the shares of Parent Common Stock Consideration is characterized as so issued pursuant to this Agreement will be “restricted securities” under the U.S. federal Federal and state securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely unless a sale of the Stock Consideration is they are subsequently registered under the Securities Act or an exemption from such registration is available. (vi) The Seller Parties and the Principals are familiar with Rule 144 of the Securities Act as presently in effect and each understands the restrictions and resale limitations imposed thereby and by the Securities Act. (b) The Seller shall have the right to transfer shares of Parent Common Stock to any other Seller Party and such Seller Parties shall have the further right to transfer such shares of Parent Common Stock to the Seller Interest Holders set forth on Schedule 6.02(b) in the amounts set forth opposite their names on such Schedule 6.02(b), provided that each such Seller Interest Holder shall have executed and delivered to Parent a Stock Restriction Agreement (i) in the form attached as Exhibit H, if such Seller Interest Holder is a Continuing Employee Stockholder, or (ii) in the form attached as Exhibit I, if such Seller Interest Holder is not a Continuing Employee Stockholder. Each Seller Party covenants and agrees that, except for $75,000 of the Closing Cash Payment which the Seller Parties covenant and agree to distribute to J▇▇▇▇▇ ▇▇▇▇ as consideration for transaction-related costs specially incurred by M▇. ▇▇▇▇ in connection with the transactions contemplated by this Agreement, any shares of Parent Common Stock (and any Closing Cash Payment) transferred to Seller Interest Holders shall be allocated in the same proportion as the Seller Interest Holders’ ownership as set forth on Schedule 3.02 and in a combination of cash and Parent Common Stock commensurate with the Closing Cash Payment and Closing Stock Payment received by Seller. The Seller Parties covenant and agree that they will distribute to J▇▇▇▇▇ ▇▇▇▇ within sixty (60) days after the Closing Date the shares of Parent Common Stock subject to the restrictions set forth in the Stock Restriction Agreement entered into between Parent and M▇. ▇▇▇▇. Pursuant to the Stock Restriction Agreement, each Seller Interest Holder agrees not to make any disposition of all or any portion of the Parent Common Stock unless (i) pursuant to registration under the Securities Act or pursuant to an available exemption from registration, and (ii) in compliance with the transfer restrictions contained in the Stock Restriction Agreement. Seller shall have the right to transfer shares of Parent is aware Common Stock from time to time to such other Seller Interest Holders as approved in writing by Parent provided that each such Seller Interest Holder shall have executed and delivered to the Seller a stock restriction agreement in a form approved in advance by Parent. (c) Each Seller Party covenants and agrees that, except as contemplated in Section 6.02(b) or as otherwise specified in a Stock Restriction Agreement between Buyer and any Seller Interest Holder, during the thirty-six (36)-month period following the Closing Date, no Seller Party will offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any such shares of Parent Common Stock, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the provisions economic consequences of ownership of such shares of Parent Common Stock. Upon transfer of the shares of Parent Common Stock by a Seller Party to the Seller Interest Holders as pursuant to Section 6.02(b), such persons will be subject to such restrictions on transfer as set forth in the Stock Restriction Agreements. Following the third anniversary of the Closing Date, all shares of Parent Common Stock held by any Seller Party shall no longer be subject to such transfer restrictions under the terms of this Agreement. (d) The certificates representing the Parent Common Stock issued hereunder shall bear, in addition to any other legends required under applicable state securities laws, the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION AND (II) IN ACCORDANCE WITH THE RESTRICTIONS AND CONDITIONS SET FORTH IN THE (A) ASSET PURCHASE AGREEMENT DATED AS OF SEPTEMBER 2, 2005 BY AND AMONG THE PARTIES THERETO AND (B) A STOCK RESTRICTION AGREEMENT DATED AS OF SEPTEMBER 2, 2005, BY AND AMONG THE PARTIES THERETO. A COPY OF THE APPLICABLE PROVISIONS OF SUCH AGREEMENT SHALL BE FURNISHED BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST. 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 SALE OR TRANSFER OF THESE SECURITIES WILL BE IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. In order to prevent any transfer from taking place in violation of this Agreement, any Stock Restriction Agreement or applicable law, Parent may cause a stop transfer order to be placed with its transfer agent with respect to the Parent Common Stock. Parent will not be required to transfer on its books any shares of Parent Common Stock that have been sold or transferred in violation of any provision of this Agreement or applicable law. (e) Parent shall file, within seventy-five (75) days after the Closing Date, a registration statement (“Registration Statement”) on Form S-3, or other appropriate registration form, with the SEC under the Securities Act with respect to the offer and sale by the Seller Interest Holders listed on Schedule 6.02(e) (the “Registrable Stockholders”) pursuant to Rule 144 415 promulgated under the Securities Act of 100% of the shares of Parent Common Stock to be transferred to such Registrable Stockholders by the Seller Parties (collectively, the “Registrable Securities”) and will use reasonable, prompt and diligent efforts to cause such Registration Statement to become effective as soon as practicable thereafter. Parent shall use its reasonable, prompt and diligent efforts to cause the Registrable Securities to be listed on Nasdaq National Market. (f) Notwithstanding any other provision of this Section 6.02, if the Parent shall furnish to the Registrable Stockholders a certificate signed by the president or chief executive officer of the Parent stating that in the good faith judgment of the board of directors of the Parent it would be seriously detrimental to the Parent and its stockholders (including the Registrable Stockholders) for such Registration Statement to be filed or such registration to be effected at such time, the Parent shall have the right to defer the filing of the registration statement for so long as reasonably necessary, but no later than 150 days after the Closing Date. (g) Parent shall prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities and to keep such registration statement effective until the earlier of such time as all Registrable Stockholders have completed the distribution described in the Registration Statement or the date on which permit limited resale all the Registrable Securities may be immediately sold without registration, and without restriction as to the number of securities to be sold, pursuant to Rule 144 under the Securities Act. (h) Parent shall, if required under applicable law at the time, use its Commercially Reasonable Efforts to register and qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Registrable Stockholder; provided that Parent shall not be required in connection with such registration and qualification or as a condition to such registration and qualification (i) to qualify to do business or to file a general consent to service of process in any such states or jurisdictions or (ii) to subject itself to taxation in any jurisdiction. (i) Parent shall notify each Registrable Stockholder at any time when a prospectus relating to the Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated in such prospectus or necessary to make the statements in such prospectus not misleading in the light of the circumstances then existing. (j) Parent shall furnish to each Registrable Stockholder such number of conformed copies of the Registration Statement and of each amendment and supplement thereto (in each case including all exhibits and documents incorporated by reference), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any prospectus supplement) and any other prospectus filed under Rule 424 promulgated under the Securities Act relating to such Registrable Stockholder’s shares included in the Registration Statement. (k) Parent shall notify each Registrable Stockholder (i) when such Registration Statement or any prospectus used in connection therewith, or any amendment or supplement thereto, has been filed and, with respect to such Registration Statement or any post-effective amendment thereto, when the same has become effective, (ii) of any written request by the SEC for amendments or supplements to such Registration Statement or prospectus or for supplemental information, (iii) of the notification to Parent by the SEC of its initiation of any proceeding with respect to the issuance by the SEC of, or of the issuance by the SEC of, any stop order suspending the effectiveness of such Registration Statement; and (iv) of the receipt by Parent of any notification with respect to the suspension of the qualification of the Registrable Securities for sale under the applicable securities or “blue-sky” laws of any jurisdiction. (l) In the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of the Registrable Securities for sale in any jurisdiction, Parent shall use all reasonable efforts promptly to obtain the withdrawal of such order. (m) All expenses incurred in effecting the registration under Registration Statement shall be borne by Parent. All underwriting discounts, selling commissions, and stock transfer taxes relating to the Registrable Securities shall be borne by the Registrable Stockholders pro rata on the basis of the number of shares purchased of Registrable Securities registered on their behalf. (n) Parent may require any Registrable Stockholder to, and each such Registrable Stockholder, shall, furnish Parent with such information regarding such Registrable Stockholder and the distribution of the Registrable Securities as Parent may from time to time reasonably request in a private placement writing and to otherwise cooperate in connection with such registration. At any time during the effectiveness of the Registration Statement, if such Registrable Stockholder becomes aware of any change materially affecting the accuracy of the information contained in such Registration Statement or shares the prospectus (as then amended or supplemented) relating to such Registrable Stockholder, including but not limited to the sale or disposition of all Registrable Securities owned by certain Persons associated with Buyer each such Registrable Stockholder, he or it will promptly notify Parent subject of such change. (o) Upon receipt of any notice from Parent of the happening of any event as a result of which any prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, each Registrable Stockholder will forthwith discontinue such Registrable Stockholder’s disposition of Registrable Securities pursuant to the satisfaction Registration Statement until such Registrable Stockholder receives copies of certain conditionsa supplemented or amended prospectus from Parent and, if so directed by Parent, shall deliver to Parent (at Parent’s expense) all copies, other than permanent file copies, then in such Registrable Stockholder’s possession of the prospectus relating to such Registration Statement current at the time of receipt of such notice. (p) Parent shall, to the full extent permitted by law, indemnify and hold harmless each Registrable Stockholder included in the Registration Statement against any expenses, claims, losses, damages or liabilities to which such Registrable Stockholder may become subject under the Securities Act or otherwise, insofar as such expenses, claims, losses, damages or liabilities or actions in respect thereof arise out of or are based upon any untrue statement of any material fact contained in the Registration Statement, final prospectus, preliminary prospectus, or prospectus supplement contained therein or filed with the SEC, or any amendment or supplement thereto, or any omission to state therein a material fact required to be stated therein or. Seller necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading; provided, that Parent is aware shall not be liable in any such case to the extent that the Stock Consideration is subject to restrictions on resale under Israeli securities laws.any

Securities Matters. (a) The Seller Parent has such knowledge, sophistication understands and experience in financial and business matters acknowledges that it is capable of evaluating the merits and risks issuance of the receipt shares of the Parent Common Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the ability pursuant to bear the economic risk of this investment, including complete loss of the investment. (b) Seller Parent is acquiring the Stock Consideration for investment for its own account, Agreement will not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof, and has no present intention of selling, granting any participation in or otherwise distributing the same. Seller Parent understands that the Stock Consideration has not been be registered under the Securities Act, by reason Act and that the shares of Parent Common Stock will be issued to Seller in a specific private placement transaction effected in reliance on an exemption from the registration provisions requirements of the Securities Act which depends upon, among other things, and in reliance on exemptions from the bona fide nature qualification requirements of the investment intent and the accuracy of applicable state securities laws. Seller Parent’s representations as expressed in this Section 4.23. (c) Seller Parent understands acknowledges that the shares of Parent Common Stock Consideration is characterized as so issued to Seller will be “restricted securities” under the U.S. federal Federal and state securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely unless a sale of the Stock Consideration is they are subsequently registered under the Securities Act or an exemption from such registration is availableavailable and unless Seller complies with the restrictions set forth in this Agreement. Seller Parent represents and acknowledges that Seller is aware familiar with Rule 144 of the provisions Securities Act as presently in effect and understands the restrictions and resale limitations imposed thereby and by the Securities Act. The Seller understands and agrees not to make any disposition of all or any portion of the shares of Parent Common Stock unless (i) pursuant to registration under the Securities Act or (ii) pursuant to an available exemption from registration. Notwithstanding anything above to the contrary, the Seller shall have the right to transfer shares of Parent Common Stock to the Seller Interest Holders and the other Continuing Employee Stockholders, provided that each such transferee shall have executed and delivered to Parent a Stockholder Representation Letter in the form attached hereto as Exhibit D (a “Stockholder Representation Letter”) prior to such transfer. Schedule 6.02(a) lists each Seller Interest Holder and each other Continuing Employee Stockholder, the number of shares of Parent Common Stock to be distributed to such person, and the proposed transferor of such shares (if other than the Seller). (b) The Seller covenants and agrees that, except as contemplated in Section 6.02(a) or as otherwise specified in any agreement between Buyer and Parent and any individual Seller Interest Holder with respect to transfers to the Seller Interest Holders and the other Continuing Employee Stockholders, during the thirty-six (36)-month period following the Closing Date, Seller will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any such shares of Parent Common Stock, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such shares of Parent Common Stock. Upon transfer of the shares of Parent Common Stock to the Seller Interest Holders and the other Continuing Employee Stockholders, such persons will be subject to such restrictions on transfer as set forth in the Stockholder Representation Letter. Following the third anniversary of the Closing Date, all shares of Parent Common Stock held by Seller shall no longer be subject to such transfer restrictions under the terms of this Agreement. The certificates representing the shares of Parent Common Stock issued to Seller hereunder shall bear, in addition to any other legends required under applicable state securities laws, the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION AND (II) IN ACCORDANCE WITH THE RESTRICTIONS AND CONDITIONS SET FORTH IN THE ASSET PURCHASE AGREEMENT DATED AS OF JUNE 10, 2005, BY AND BETWEEN THE ISSUER AND THE HOLDER OF THESE SECURITIES. A COPY OF THE APPLICABLE PROVISIONS OF SUCH AGREEMENT SHALL BE FURNISHED BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST. 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 SALE OR TRANSFER OF THESE SECURITIES WILL BE IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. In order to prevent any transfer from taking place in violation of this Agreement or applicable law, Parent may cause a stop transfer order to be placed with its transfer agent with respect to the shares of Parent Common Stock. Parent will not be required to transfer on its books any shares of Parent Common Stock that have been sold or transferred in violation of any provision of this Agreement or applicable law (c) Parent shall file, subject to the delivery by Seller of the financial information required pursuant to Section 6.10 hereof, within the later of seventy five (75) days after the Closing Date or thirty (30) days after Seller has transferred shares of Parent Common Stock to the Seller Interest Holders, a registration statement (“Registration Statement”) on Form S-3, or other appropriate registration form, with the SEC under the Securities Act with respect to the offer and sale of all of the shares of Parent Common Stock transferred by Seller to such Seller Interest Holders (excluding any such shares subject to a Stock Restriction Agreement if the Seller Interest Holder is also a Continuing Employee Stockholder) (the “Registrable Securities”) pursuant to Rule 144 415 promulgated under the Securities Act and will use its Commercially Reasonable Efforts to cause such Registration Statement to become effective as soon as practicable thereafter. Parent shall use its Commercially Reasonable Efforts to cause the Registrable Securities to be listed on Nasdaq. (d) Notwithstanding Section 6.02(c), if Parent shall furnish to the holders of the Registrable Securities a certificate signed by the president or chief executive officer of the Parent stating that in the good faith judgment of the board of directors of the Parent it would be seriously detrimental to the Parent and its Subsidiaries for such Registration Statement to be filed or such registration to be effected at such time, the Parent shall have the right to defer the filing of the registration statement for so long as reasonably necessary, but no later than the later of one hundred twenty (120) days after the Closing Date or thirty (30) days after the Seller has transferred the Registrable Securities to the Seller Interest Holders. (e) If the Registration Statement has not been declared effective by the later of 195th day after the Closing Date or thirty (30) days after the Seller has transferred the Registrable Securities to the Seller Interest Holders (the “Required Effective Date”), then Parent shall pay to each holder of Registrable Securities, for each day after the Required Effective Date until the date that the Registration Statement has been declared effective or, if earlier, the date on which permit limited all the Registrable Securities may be immediately sold without registration, and without restriction as to the number of securities to be sold, pursuant to Rule 144 under the Securities Act, an amount equal to the product of (i) the value of such holder’s Registrable Securities that would which could have been sold on each such day under the Registration Statement pursuant to Section 3.1(b) of the Stockholder Representation Letter executed by Selling Interest Holder had the Registration Statement been declared effective on the Required Effective Date (valued at the Parent Stock Per Share Price) and (ii) the quotient obtained by dividing 12% by 360 (the “Late Effectiveness Payments”). The Late Effectiveness Payments will be paid to the holders of Registrable Securities by wire transfer or check within five business days after the earlier of (i) the end of the month following the Required Effective Date or (ii) the effective date of the Registration Statement. Any Late Effectiveness Payments shall be deemed to be additional Purchase Price for the Acquisition. (f) Parent shall promptly prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities and to keep such registration statement effective until the earlier of such time as the holders of the Registrable Securities have completed the distribution described in the Registration Statement or the date on which all the Registrable Securities may be immediately sold without registration, and without restriction as to the number of securities to be sold, pursuant to Rule 144 under the Securities Act. (g) During the two (2) year period following the Closing Date, Parent shall (i) use its Commercially Reasonable Efforts to make current public information available in accordance with Rule 144(c) under the Securities Act and to maintain the continued listing of its shares of Common Stock for trading on Nasdaq and (ii) furnish to the Seller and each holder of Registrable Securities upon written request, (x) a written statement as to its compliance with the requirements of Rule 144(c) and the reporting requirements of the Securities Act and the Exchange Act and (y) a copy of the most recent annual or quarterly report of Parent. (h) Parent shall, if required under applicable law at the time, use its Commercially Reasonable Efforts to register and qualify the resale of the Registrable Securities under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the holders; provided that Parent shall not be required in connection with such registration and qualification or as a condition to such registration and qualification (i) to qualify to do business or to file a general consent to service of process in any such states or jurisdictions or (ii) to subject itself to taxation in any jurisdiction. (i) Parent shall promptly notify each holder of Registrable Securities at any time when a prospectus relating to the Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated in such prospectus or necessary to make the statements in such prospectus not misleading in the light of the circumstances then existing. (j) Parent shall furnish, without charge, to each holder of Registrable Securities such number of conformed copies of the Registration Statement and of each amendment and supplement thereto (in each case including all exhibits and documents incorporated by reference), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any prospectus supplement) and any other prospectus filed under Rule 424 promulgated under the Securities Act relating to such Selling Interest Holder’s shares purchased of Registrable Securities included in the Registration Statement. (k) Parent shall notify each holder of Registrable Securities (i) when such Registration Statement or any prospectus used in connection therewith, or any amendment or supplement thereto, (A) is proposed to be filed and shall provide each such holder of Registrable Securities with a private placement copy of such Registration Statement or prospectus in the form proposed to be filed not less than three trading days before such filing, (B) has been filed and, (C) with respect to such Registration Statement or any post-effective amendment thereto, when the same has become effective, (ii) of any written request by the SEC for amendments or supplements to such Registration Statement or prospectus or for supplemental information, (iii) of the notification to Parent by the SEC of its initiation of any proceeding with respect to the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement; and (iv) of the receipt by Parent of any notification with respect to the suspension of the qualification of the Registrable Securities for sale under the applicable securities or “blue-sky” laws of any jurisdiction. (l) In the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of the Registrable Securities for sale in any jurisdiction, Parent shall use Commercially Reasonable Efforts promptly to obtain the withdrawal of such order. (m) All expenses incurred in effecting the registration under the Registration Statement shall be borne by Parent, including, without limitation, all registration fees, blue sky expenses, printing fees and listing fees. All underwriting discounts, selling commissions, and stock transfer taxes relating to the Registrable Securities shall be borne by the selling stockholders pro rata on the basis of the number of shares of Registrable Securities registered on their behalf. (n) Parent may require each holder of Registrable Securities to furnish, and each such person shall furnish Parent with, such information regarding such person and the distribution of the Registrable Securities as Parent may from time to time reasonably request in writing and to otherwise cooperate in connection with such registration. At any time during the effectiveness of the Registration Statement, if such person becomes aware of any change materially affecting the accuracy of the information contained in such Registration Statement or the prospectus (as then amended or supplemented) relating to such person, including but not limited to the sale or disposition of all Registrable Securities owned by certain Persons associated with Buyer each such person, he or it will promptly notify Parent subject of such change. (o) Upon receipt of any notice from Parent of the happening of any event as a result of which any prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, each holder of Registrable Securities will forthwith discontinue such person’s disposition of Registrable Securities pursuant to the satisfaction Registration Statement until such person receives copies of certain conditions. Seller a supplemented or amended prospectus from Parent and, if so directed by Parent, shall deliver to Parent (at Parent’s expense) all copies, other than permanent file copies, then in such stockholder’s possession of the prospectus relating to such Registration Statement current at the time of receipt of such notice. (p) Parent shall, to the full extent permitted by law, indemnify and hold harmless each holder of Registrable Securities and its directors, managers, officers, employees, agents and other persons, if any, who control such person within the meaning of the Securities Act, against any expenses, claims, losses, damages or liabilities to which such person may become subject under the Securities Act or otherwise, insofar as such expenses, claims, losses, damages or liabilities or actions in respect thereof arise out of or are based upon any untrue statement of any material fact contained in the Registration Statement, final prospectus, preliminary prospectus, or prospectus supplement contained therein or filed with the SEC, or any amendment or supplement thereto, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading; provided, that Parent shall not be liable in any such case to the extent that any such loss (or actions in respect thereof) arises out of or is aware that the Stock Consideration is subject to restrictions on resale under Israeli securities laws.based upon an untrue statement or omission made in any such Registration Statement, final prospectus, amendment or supplement in reliance upon and in conformity with information furnished in writ

Securities Matters. (a) Seller is an “accredited investor” within the meaning of Rule 501(a) promulgated under the Securities Act. Seller understands that the shares of Parent has Common Stock constituting Stock Consideration issuable hereunder are being offered and sold in reliance on specific exemptions from the registration requirements of United States federal and state securities Laws and that Parent is relying in part upon the truth and accuracy of, and Seller’s compliance with, the representations, warranties, agreements, acknowledgements and understanding of Seller set forth in this Section 3.05 in order to determine the availability of such knowledge, sophistication exemptions and experience in financial and business matters that it is capable the eligibility of evaluating the merits and risks of the receipt of Seller to acquire the Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the ability to bear the economic risk of this investmentbe acquired, including complete loss of the investmentor that may be acquired, hereunder. (b) Seller and its advisors have had access, through ▇▇▇▇▇, to copies of each report, registration statement and definitive proxy statement filed by Parent is acquiring with the SEC and has been afforded the opportunity to ask questions of and receive answers from Parent regarding Parent and the transactions contemplated hereby. Seller understands that its investment in the shares of Parent Common Stock Consideration for investment for its own account, not as a nominee or agent, and not with a view tobeing issued, or for resale in connection withissuable, any distribution thereof, and has no present intention hereunder involves a high degree of selling, granting any participation in or otherwise distributing the samerisk. Seller has sought such accounting, legal and Tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of shares of Parent Common Stock that may be acquired hereunder. Seller understands that the Stock Consideration no United States federal or state agency or any other Governmental Body has not been registered under the Securities Act, by reason of a specific exemption from the registration provisions passed on or made any recommendation or endorsement of the Securities Act which depends uponshares of Parent Common Stock issuable hereunder, among other things, or the bona fide nature fairness or suitability of the investment intent and in Parent Common Stock, nor have such authorities passed upon or endorsed the accuracy merits of Seller Parent’s representations as expressed in this Section 4.23the offering of Parent Common Stock contemplated hereby. (c) Seller does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the shares of Parent Common Stock that may be received hereunder in a transaction that would violate the Securities Act or any state securities Laws. (d) Seller understands that the shares of Parent Common Stock Consideration is characterized to be issued hereunder have not, as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely unless a sale of the Stock Consideration is subsequently date hereof, been registered under the Securities Act or any state securities Laws, and may not be offered for sale, sold, assigned or transferred unless and until (i) subsequently registered thereunder (including pursuant to the Stockholders’ Agreement); or (ii) pursuant to an exemption from such registration is available. registration, including pursuant to Rule 144 (or a successor rule thereto). (e) Seller Parent is aware further understands and acknowledges that the Escrow Shares issued to it at Closing pursuant to Section 1.02 will be placed into the Escrow Account pursuant to the terms and conditions herein and in the Escrow Agreement and that, except as expressly provided for herein or in the Escrow Agreement, Seller may not sell, assign or transfer the Escrow Shares during the term of the provisions Escrow Agreement. (f) Seller understands that the certificates or other instruments representing the shares of Rule 144 promulgated Parent Common Stock issuable hereunder will bear a restrictive legend as set forth below and that a stop-transfer order may be placed against transfer of such shares of Parent Common Stock; provided that any such legend (other than the legend related to the Escrow Shares, which shall remain subject to the restrictions in Section 3.05(e)) shall be removed and Parent shall issue a certificate or shares in book-entry form without legend to the holder of the shares of Parent Common Stock at Parent’s cost and expense, at such time as (i) such shares of Parent Common Stock are registered pursuant to an effective registration statement under the Securities Act which permit Act, including, but not limited resale to, registration pursuant to the Stockholders’ Agreement; or (ii) in connection with a sale, assignment or other transfer, Parent receives an opinion of shares purchased counsel, in a private placement or shares owned by certain Persons associated with Buyer Parent subject reasonably acceptable form, to the satisfaction effect that such sale, assignment or transfer of certain conditions. such shares of Parent Common Stock may be made without registration under the applicable requirements of the Securities Act and state Law, including pursuant to Rule 144. (g) Seller understands that, except as provided in Section 3.05(f), all certificates or other instruments representing the shares of Parent is aware that the Common Stock issuable hereunder as Stock Consideration is subject shall bear the following restrictive legend: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY AN OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO ▇▇▇▇▇▇▇▇ CORPORATION. In addition to restrictions on resale under Israeli securities lawsthe restrictive legend above, all certificates or other instruments representing Escrow Shares shall also bear the following restrictive legend: THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN AGREEMENT AND PLAN OF MERGER BY AND AMONG BADLANDS ENERGY, LLC, THE SOLE MEMBER OF BADLANDS ENERGY, LLC, ROUGH RIDER ACQUISITION, LLC AND ▇▇▇▇▇▇▇▇ CORPORATION, DATED SEPTEMBER , 2012. THE CERTIFICATES REPRESENTING THESE SECURITIES HAVE BEEN DEPOSITED WITH AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS ESCROW AGENT. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE SECRETARY OF ▇▇▇▇▇▇▇▇ CORPORATION.

Securities Matters. (a) Seller Parent has such knowledge, sophistication and experience in financial and business matters that it is capable of evaluating Neither this Warrant nor the merits and risks of the receipt of the Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the ability to bear the economic risk of this investment, including complete loss of the investment. (b) Seller Parent is acquiring the Stock Consideration for investment 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 present intention of selling, granting any participation in or otherwise distributing the same. Seller Parent understands that the Stock Consideration has not Warrant Shares have been registered under the Securities Act of 1933 (the "Act"), by reason as amended, or any applicable "Blue Sky" laws. By acceptance of this Warrant, the Holder represents and warrants to the Company that Holder (a) is receiving this Warrant and, upon exercise, is acquiring the Warrant Shares for Holder's own account and not on behalf of others, and is not taking this Warrant or any of the Warrant Shares with a specific exemption from view to the registration provisions "distribution" thereof (as that term is defined in the Act and the rules and regulations of the Securities Act which depends uponand Exchange Commission thereunder) and (b) will not offer, among other thingsdistribute, sell, transfer or otherwise dispose of this Warrant or the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23. Warrant Shares except pursuant to (ci) Seller Parent understands that the Stock Consideration is characterized as “restricted securities” an effective registration statement under the U.S. federal securities Act and any applicable Blue Sky laws inasmuch as they are being acquired with respect thereto, or (ii) an opinion, satisfactory to the Company, addressed to the Company, of counsel satisfactory to the Company, that such offering, distribution, sale, transfer or disposition is exempt from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstancesand any applicable Blue Sky laws. Seller Parent acknowledges that Each and every certificate representing Warrant Shares to be delivered upon exercise of this Warrant shall bear the Stock Consideration must be held indefinitely unless a sale of the Stock Consideration is subsequently registered under the Securities Act or an exemption from such registration is availablefollowing legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. Seller Parent is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject to the satisfaction of certain conditions. Seller Parent is aware that the Stock Consideration is subject to restrictions on resale under Israeli securities lawsSUCH SECURITIES MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Securities Matters. (a) Seller Parent The Assignee understands that the offering and sale of the Shares under the Purchase Agreement is intended to ______________ Bold representations shall only be given by Qualified Designees other than individuals. be exempt from the registration requirements of the Securities Act. The Shares are being acquired by the Assignee for its own account and without a view to the public distribution of the Shares or any interest therein. The Assignee is an "accredited investor" as such term is defined in Regulation D promulgated under the Securities Act. The Assignee is not a broker-dealer subject to Regulation T promulgated by the Board of Governors of the Federal Reserve System. The Assignee has such knowledge, sophistication sufficient knowledge and experience in financial and business matters that it is so as to be capable of evaluating the merits and risks of its investment in the receipt Shares, and the Assignee is capable of the Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the ability to bear bearing the economic risk risks of this such investment, including a complete loss of its investment in the investment. Shares. In evaluating the suitability of an investment in the Shares, the Assignee has relied upon the representations, warranties, covenants and agreements made by the Seller in the Purchase Agreement and on such other information regarding the Company sufficient to allow the Assignee to make an informed decision regarding purchase of the Shares. The Assignee has not relied upon any other representations or other information (bwhether oral or written and including any estimates, projections or supplemental data) made or supplied by or on behalf of Seller, the Company or any Affiliate, employee, agent or other representative of Seller Parent is acquiring or the Stock Consideration for investment for its own account, not Company other than as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof, and contemplated by this SECTION 3.E. The Assignee acknowledges that Seller has no present intention responsibility for any information furnished to it other than as set forth in the representations and warranties made by Seller in the Purchase Agreement. The Assignee understands and agrees that it may not sell or dispose of selling, granting any participation of the Shares other than pursuant to a registered offering or in or otherwise distributing the same. Seller Parent understands that the Stock Consideration has not been registered under the Securities Act, by reason of a specific exemption transaction exempt from the registration provisions requirements of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23. (c) Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and Shares will bear an appropriate legend to that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely unless a sale of the Stock Consideration is subsequently registered under the Securities Act or an exemption from such registration is available. Seller Parent is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject to the satisfaction of certain conditions. Seller Parent is aware that the Stock Consideration is subject to restrictions on resale under Israeli securities lawseffect.

Securities Matters. (ai) The Delek Shares, when acquired by Seller Parent has such knowledgeat the Closing, sophistication and experience in financial and business matters that it is capable of evaluating the merits and risks of the receipt of the Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the ability to bear the economic risk of this investmentContingent Delek Shares, including complete loss of the investment. (b) Seller Parent is acquiring the Stock Consideration if acquired by Seller, will be acquired for investment for its Seller’s own account, not as a nominee or agent, for investment purposes and not with a view to, or for resale in connection with, any distribution thereofor public offering thereof within the meaning of the Securities Act, and has no present intention of sellingor applicable state securities Laws, granting any participation in or otherwise distributing except as contemplated by the same. Registration Rights Agreement. (ii) Seller Parent understands that (A) neither the Stock Consideration has not Delek Shares nor the Contingent Delek Shares have been registered under the Securities Act, Act by reason of their issuance in a specific exemption transaction exempt from the registration provisions and prospectus delivery requirements of the Securities Act which depends uponand have not been qualified under any state securities Laws on the grounds that the offering and sale of securities contemplated by this Agreement are exempt from registration thereunder, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parent(B) Buyer’s reliance on such exemptions is predicated on Seller’s representations as expressed in this Section 4.23. (c) set forth herein. Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under resale of the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering Delek Shares and that under such laws and applicable regulations the Stock Consideration Contingent Delek Shares may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely restricted indefinitely, unless a sale of the Stock Consideration subsequent disposition thereof is subsequently registered under the Securities Act and registered under any state securities Law or an exemption is exempt from such registration registration. (iii) Seller is availablean “Accredited Investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act. Seller Parent is able to bear the economic risk of the acquisition of the Delek Shares and the Contingent Delek Shares, if applicable, pursuant to the terms of this Agreement, including a complete loss of Seller’s investment in the Delek Shares and the Contingent Delek Shares, if applicable. (iv) Seller can bear the economic risk of its investment (including possible complete loss of such investment) for an indefinite period of time and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of its acquisition of the Delek Shares and the Contingent Delek Shares, if applicable. Seller has not been organized for the purpose of acquiring the Delek Shares or the Contingent Delek Shares. (v) Seller is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased acquired in a private placement or shares owned by certain Persons associated with Buyer Parent subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the shares of Buyer’s capital stock, the availability of certain current public information about Buyer, the resale occurring not less than six (6) months after a Person has purchased and paid for the security to be sold, the sale being effected through a “broker’s transaction” or in a transaction directly with a “market maker,” and the number of shares being sold during any three-month period not exceeding specified limitations. Seller Parent further understands that there is aware no assurance that Rule 144 or any exemption from the Stock Consideration is subject Securities Act will be available, or if available, that such exemption will allow Seller to restrictions on resale under Israeli securities lawsDispose of any or all of the Delek Shares or the Contingent Delek Shares, if applicable, in the amounts or at the times Seller might propose. (vi) Other than with respect to the Contemplated Transactions, since March 1, 2015, neither Seller nor Seller’s financial advisors, if any (collectively, the “Financial Advisor”), has directly or indirectly, effected or agreed to effect any Short Sales involving the Delek Common Stock.

Securities Matters. The Majority DCG Shareholder understands that none of the shares of Parent Stock included in the Merger Consideration has been registered under the Securities Act, on the grounds that the issuance thereof to the DCG Shareholders in connection with the Merger 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 Parent on such exemptions is predicated in part on the representations, warranties, covenants and acknowledgements set forth in this Section 5.2. (a) Seller The Parent has such knowledge, sophistication and experience in financial and business matters that it is capable of evaluating Stock will be acquired by the merits and risks of the receipt of the Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the ability to bear the economic risk of this investment, including complete loss of the investment. (b) Seller Parent is acquiring the Stock Consideration Majority DCG Shareholder for investment for its his own account, not as a nominee or agent, for investment and not with without a view to, to resale or for resale in connection with, any other distribution thereofwithin the meaning of the Securities Act, and has no present intention the Majority DCG Shareholder will not distribute or transfer any of selling, granting any participation the Parent Stock in or otherwise distributing violation of the same. Seller Parent understands Securities Act. (b) The Majority DCG Shareholder: (i) acknowledges that the Parent Stock Consideration has to be issued to the Majority DCG Shareholder is not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23. (c) Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely by the Majority DCG Shareholder unless a sale of the Parent Stock Consideration is subsequently registered under the Securities Act or an exemption from such registration is available. Seller Parent , (ii) is aware that any routine sales of the provisions of Parent Stock made under Rule 144 promulgated of the Securities and Exchange Commission under the Securities Act which permit may be made only in limited resale amounts and in accordance with the terms and conditions of shares purchased that Rule and that in a private placement such cases where the Rule is not applicable, registration or shares owned by certain Persons associated compliance with Buyer Parent subject to the satisfaction of certain conditions. Seller Parent some other registration exemption will be required, (iii) is aware that Rule 144 is not now and for a period of at least one year following the Closing Date hereof will not be, available for use by the Majority DCG Shareholder for resale of the Parent Stock, and (iv) is aware that Parent is not obligated to register any sale, transfer or other disposition of the Parent Stock. (c) The Majority DCG Shareholder has such knowledge and experience in financial and business matters that the Majority DCG Shareholder is fully capable of evaluating the risks and merits of such Shareholder's investment in the Parent Stock. (d) The Majority DCG Shareholder acknowledges and agrees that the 32 certificates representing the Parent Stock Consideration is subject issuable to the Majority DCG Shareholder will contain a restrictive legend noting the restrictions on resale transfer described in this Section and under Israeli federal and applicable state securities laws, and that appropriate "stop-transfer" instructions will be given to Parent's stock transfer agent.

Securities Matters. (a) Seller Parent has such knowledge, sophistication and experience in financial and business matters Each PDI Shareholder understands that it is capable of evaluating the merits and risks none of the receipt shares of Parent Stock included in the Merger Consideration has been registered under the Securities Act, on the grounds that the issuance thereof to the PDI Shareholders in connection with the Merger is exempt from registration pursuant to Section 4(2) of the Stock Consideration Securities Act and/or Regulation D promulgated under the Securities Act (“Regulation D”), and that the reliance of protecting its interests Parent on such exemptions is predicated in connection herewith. Seller Parent has part on the ability to bear the economic risk of representations, warranties, covenants and acknowledgements set forth in this investment, including complete loss of the investmentSection 5.2. (b) Seller The Parent is acquiring the Stock Consideration will be acquired by each PDI Shareholder for investment for its his or her own account, not as a nominee or agent, for investment and not with without a view to, to resale or for resale in connection with, any other distribution thereof, and has no present intention within the meaning of selling, granting any participation in or otherwise distributing the same. Seller Parent understands that the Stock Consideration has not been registered under the Securities Act, by reason and such PDI Shareholder will not distribute or transfer any of a specific exemption from the registration provisions Parent Stock in violation of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23Act. (c) Seller Parent understands Each PDI Shareholder: (i) acknowledges that the Parent Stock Consideration to be issued to such PDI Shareholder is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration registered under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration and must be held indefinitely by such PDI Shareholder unless a sale of the Parent Stock Consideration is subsequently registered under the Securities Act or an exemption from such registration is available. Seller Parent , (ii) is aware that any routine sales of the provisions of Parent Stock made under Rule 144 promulgated of the Securities and Exchange Commission under the Securities Act which permit may be made only in limited resale amounts and in accordance with the terms and conditions of shares purchased that Rule and that in a private placement such cases where the Rule is not applicable, registration or shares owned by certain Persons associated compliance with Buyer Parent subject to the satisfaction of certain conditions. Seller Parent some other registration exemption will be required, (iii) is aware that Rule 144 is not now and for a period of at least one year following the Closing Date hereof will not be, available for use by such PDI Shareholder for resale of the Parent Stock, and (iv) is aware that Parent is not obligated to register any sale, transfer or other disposition of the Parent Stock. (d) Each PDI Shareholder has such knowledge and experience in financial and business matters that such PDI Shareholder is fully capable of evaluating the risks and merits of such Shareholder’s investment in the Parent Stock. (e) Each PDI Shareholder acknowledges and agrees that the certificates representing the Parent Stock Consideration is subject issuable to such PDI Shareholder will contain a restrictive legend noting the restrictions on resale transfer described in this Section and under Israeli federal and applicable state securities laws, and that appropriate “stop-transfer” instructions will be given to Parent’s stock transfer agent.

Securities Matters. (a) Seller Parent has such knowledgeEach Syngenta Party acknowledges that the Shares, sophistication the Warrant and experience the Warrant Shares have not been registered under the 1933 Act, on the grounds that the issuance thereof to the Syngenta Parties in financial and business matters that it connection with the transactions contemplated in this Agreement is capable of evaluating the merits and risks exempt from registration pursuant to Section 4(2) of the receipt 1933 Act, and that the reliance of Diversa on such exemption is predicated in part on the Stock Consideration acknowledgements, representations and of protecting its interests warranties set forth in connection herewith. Seller Parent has the ability to bear the economic risk of this investment, including complete loss of the investmentSection 3.13. (b) Seller Parent is acquiring The Shares, the Stock Consideration Warrant and the Warrant Shares will be acquired by the Syngenta Parties for investment for its own account, not as a nominee or agent, account and not with a view to, or for resale sale in connection with, any distribution thereof, and has no present intention of selling, granting any participation in or otherwise distributing thereof within the same. Seller Parent understands that the Stock Consideration has not been registered under the Securities Act, by reason of a specific exemption from the registration provisions meaning of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.231933 Act. (c) Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent Each Syngenta Party: (i) acknowledges that the Stock Consideration must Shares, the Warrant and the Warrant Shares to be held indefinitely issued to Syngenta may not be transferred unless a sale of the Stock Consideration is such Shares, Warrant or Warrant Shares are subsequently registered under the Securities 1933 Act or an exemption from such registration is available. Seller Parent , and (ii) are aware that Diversa is aware not obligated to register any sale, transfer or other disposition of the provisions Shares, the Warrant and the Warrant Shares except as contemplated by the Registration Rights Agreement. (d) Each Syngenta Party (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Shares, the Warrant and the Warrant Shares and has the capacity to protect its own interests, and is capable of bearing the economic risks of such investment. Each Syngenta Party is an "accredited investor" as such term is defined in Rule 144 501(a) as promulgated under the Securities Act 1933 Act. (e) Each Syngenta Party acknowledges that the certificates representing the Shares, the Warrant, and the Warrant Shares will contain restrictive legends noting the restrictions on transfer described in this Section 3.13 and under federal and applicable state securities laws, and that appropriate "stop-transfer" instructions will be given to Diversa's stock transfer agent. (f) The office or offices at which permit limited resale of shares purchased in a private placement or shares owned by certain Persons associated the Syngenta Parties made their investment decisions with Buyer Parent subject respect to the satisfaction of certain conditions. Seller Parent Shares, the Warrant and the Warrant Shares is aware that the Stock Consideration is subject to restrictions on resale under Israeli securities lawsor are located in Basel, Switzerland.

Securities Matters. (a) 3.23.1. Each Seller is financially able to hold the Buyer Parent has Common Stock received by such knowledge, sophistication Seller for long-term investment and experience in financial and business matters that it is capable of evaluating the merits and risks of the receipt of the Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the ability to bear the economic risk of this investment, including suffer a complete loss of the investment. (b) such Seller’s investment in Buyer Parent Common Stock received by such Seller hereunder. The Buyer Parent Common Stock received by each such Seller hereunder is acquiring the Stock Consideration being obtained by each such respective Seller for his, her or its own account for investment for its own account, not as a nominee or agentpurposes, and not with a view to, or for resale in connection with, to any distribution thereofthereof in violation of any applicable securities laws. Each Seller has had the opportunity to ask questions of Buyer Parent and its officers and employees and to receive to such Seller’s satisfaction such information about the business and financial condition of Buyer Parent as such Seller considers necessary or appropriate for deciding whether to acquire the Buyer Parent Common Stock, and such Seller is fully capable of understanding and evaluating the risks associated with the ownership of the Buyer Parent Common Stock received by such Seller hereunder. 3.23.2. Each Seller has conducted his, her or its own diligence investigation with respect to the merits and risks associated with his, her or its investment in the Buyer Parent Common Stock to be received by such Seller hereunder. Notwithstanding that Representatives of Buyer Parent may have provided information to such Seller, such Seller is not relying on, and has no present intention not relied on, any representation by Buyer Parent or any Affiliate or Representative of selling, granting any participation in or otherwise distributing Buyer Parent other than the samerepresentations and warranties of Buyer Parent hereunder. 3.23.3. Each Seller Parent understands and acknowledges that the Buyer Parent Common Stock Consideration has not been registered under the Securities Act, received by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such Seller Parent’s representations as expressed in this Section 4.23. (c) Seller Parent understands that the Stock Consideration is characterized as hereunder are “restricted securities” under the U.S. United States federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering offering. Accordingly, each Seller understands and that acknowledges that, under such laws and applicable regulations the Stock Consideration regulations, such securities may be resold without registration under the Securities Act applicable United States securities laws only in certain limited circumstancescircumstances and the Buyer Parent Common Stock received by such Seller hereunder will bear a customary legend noting that such securities constitute restricted securities under the Securities Act. 3.23.4. Each Seller is acquiring the shares of Buyer Parent Common Stock 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. Each Seller acknowledges that the shares of Buyer Parent Common Stock Consideration must be held indefinitely unless a sale of the Stock Consideration is subsequently are not registered under the Securities Act, or any state securities laws, and that the shares of Buyer Parent Common Stock may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption from therefrom and subject to state securities laws and regulations, as applicable. Each Seller is an “accredited investor” as such registration term is available. Seller Parent is aware of the provisions of defined in Rule 144 501(a) promulgated under the Securities Act which permit limited resale Act. Each Seller is able to bear the economic risk of holding the shares purchased in a private placement or shares owned by certain Persons associated with of Buyer Parent subject Common Stock for an indefinite period (including total loss of its investment), and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the satisfaction merits and risk of certain conditions. Seller Parent is aware that the Stock Consideration is subject to restrictions on resale under Israeli securities lawsits investment.

Securities Matters. With respect to the purchase price paid in common shares of stock of Tipperary Corporation, SELLER makes the following additional agreements, warranties and representations. (a) Seller Parent SELLER is an “Accredited Investor” as that term is defined in Rule 501(a) of Regulation D promulgated by the Securities Exchange Commission. (b) SELLER has access to information and materials concerning BUYER and its business, operations, structuring and financing, including its Form 10-KSB for the Fiscal Year Ended December 31, 2001, Quarterly Report on Form 10-QSB for the quarter ended March 31, 2002, and its definitive proxy statement relating to its Annual Meeting of Shareholders held on April 23, 2002. SELLER understands that BUYER faces several risks in its business as well as risks faced by the oil and gas business and risks described in the Form 10-KSB or incorporated therein by reference. All information requested by SELLER from BUYER or its representatives concerning BUYER and the terms and conditions of this Agreement has been furnished to SELLER’s satisfaction. SELLER has had the opportunity to ask questions of and receive answers from management of BUYER concerning BUYER and the terms and conditions of this Agreement, and to obtain from BUYER any additional information which BUYER possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of the information provided to SELLER. (c) Any shares of BUYER acquired by SELLER hereunder are for SELLER’S own account and not for or on behalf of any other person or entity. (d) If any shares of BUYER are acquired hereunder, no shares will be acquired with a view towards the distribution or redistribution with the intent to divide SELLER’s participation with others except in strict compliance with any applicable securities laws. (e) SELLER will only resell any shares acquired under this agreement pursuant to registration under the Act and the laws of any applicable states or pursuant to an exemption from registration. The only registration rights which SELLER has with respect to any shares acquired hereunder are as set forth in the Registration Rights Agreement attached hereto as Exhibit “F”. The stock certificates representing the shares of BUYER will bear a legend substantially as follows: The shares represented by this Certificate have not been registered under the Securities Act of 1933 (the “Act”) and are “restricted securities” as that term is defined in Rule 144 under the Act. The shares may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act or pursuant to an exemption from registration under the Act, the availability which is to be established to the satisfaction of the Company. (f) With respect to any common shares of Tipperary Corporation received by SELLER hereunder, and prior to any proposed sale, assignment, transfer or pledge of the shares (other than transfers not involving a change in beneficial ownership), unless there is in effect a registration statement under the Act covering the proposed transfer, SELLER shall give written notice to BUYER of its intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and shall be accompanied, at SELLER’s expense, by an unqualified written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to BUYER and addressed to BUYER, to the effect that the proposed transfer of the shares may be effected without registration under the Act, whereupon the holder of such shares shall be entitled to transfer them in accordance with the terms of the notice delivered by the holder to BUYER. Each such notice shall also be accompanied by a written agreement of the proposed transferee to conform to the requirements hereof. Each certificate evidencing the securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and BUYER such legend is not required to order to establish compliance with any provision of the Act. (g) SELLER will execute and deliver to BUYER any document, or do any other act or thing, which BUYER many reasonably request in connection with any transfer or acquisition of shares under this Agreement. (h) SELLER has not distributed any written materials furnished by BUYER to anyone other than SELLER’s professional advisors. (i) SELLER represents that the statements made and other information provided in this Agreement, and all other information with respect to the financial position and business experience of SELLER which has been previously supplied by SELLER to BUYER are materially complete and accurate as of the date this Agreement is executed by SELLER, and, if there should be any material change in such information prior to the acceptance or rejection of this Agreement, SELLER will immediately provide revised information to BUYER. (j) SELLER represents that SELLER is familiar with the type of investment which the shares received in compensation hereunder constitute. SELLER believes that any shares received hereunder are shares of the kind SELLER wishes to acquire and that the nature of the shares received and the amount of the purchase price received in shares is consistent with the overall investment program and financial position of SELLER. SELLER’s overall commitment to investments which are not readily marketable is not disproportionate to SELLER’s net worth; SELLER’s investment in BUYER will not cause such overall commitment to become excessive; and SELLER can afford to bear the loss of SELLER’s entire investment in BUYER. (k) SELLER has such knowledge, sophistication knowledge and experience in financial and business matters that it is capable of evaluating in general to evaluate the merits and risks of the receipt of the Stock Consideration prospective investment and of protecting its interests in connection herewith. Seller Parent has the ability to bear the economic risk of this investment, including complete loss of the investmentmake an informed investment decision. (bl) Seller Parent is acquiring the Stock Consideration for investment 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 present intention of selling, granting any participation in or otherwise distributing the same. Seller Parent SELLER understands that no federal or state agency has made any finding or determination regarding the Stock Consideration has not been registered under the Securities Act, by reason of a specific exemption from the registration provisions fairness of the Securities Act which depends upon, among other things, the bona fide nature of the shares or any recommendation or endorsement concerning an investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23BUYER. (cm) Seller Parent SELLER represents and warrants that there is no finder’s fee or commission payable SELLER with respect to its receipt of shares hereunder. (n) SELLER understands that no securities administrator of any governmental agency has made any finding or determination relating to the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering fairness of this investment and that under such laws and applicable regulations no securities administrator of any state has recommended or endorsed, or will recommend or endorse, the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely unless a sale offering of the Stock Consideration is subsequently registered under the Securities Act or an exemption from such registration is available. Seller Parent is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject to the satisfaction of certain conditions. Seller Parent is aware that the Stock Consideration is subject to restrictions on resale under Israeli any securities lawsreceived hereunder.

Securities Matters. (a) Seller Parent has such knowledge, sophistication The Lender is purchasing the Notes and experience in financial and business matters that it is capable of evaluating the merits and risks of the receipt of the Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the ability to bear the economic risk of this investment, including complete loss of the investment. (b) Seller Parent is acquiring the Stock Consideration for investment Warrants as principal for its own account, not as a nominee or agentfor the benefit of any other Person, for investment only and not with a view to, to the resale or for resale distribution of any part thereof (b) The Lender is an “accredited investor” as defined in connection with, any distribution thereofNI 45-106, and has no present intention of selling, granting any participation in or otherwise distributing so indicated by checking the same. Seller Parent understands box opposite the appropriate category on Schedule “A” attached hereto which so describes it and acknowledges that by signing this Agreement it is certifying that the Stock Consideration has not been registered under statements made by checking the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23appropriate accredited investor category are true. (c) Seller Parent understands The Lender is a U.S. Accredited Investor and is acquiring the Notes and Warrants for its own account, and for investment and not with a view to any resale, distribution or other disposition of the Notes, Warrants, or Shares in violation of United States federal or state securities Laws and the Lender has so indicated by checking the appropriate category on Schedule “B” attached hereto which so describes it and acknowledges that by signing this Agreement it is certifying that the Stock Consideration statements made by checking the appropriate U.S. Accredited Investor category are true. (d) In the case of a subscription for the Notes as trustee or agent, the Lender is characterized the duly authorized trustee or agent of the disclosed beneficial purchaser with due and proper power and authority to execute and deliver, on behalf of each such beneficial purchaser, the Transaction Agreements, to agree to the terms and conditions herein and therein set out and to make the representations, warranties, acknowledgements and covenants herein and therein contained, all as if each such beneficial purchaser were the purchaser and the Lender’s actions as trustee or agent are in compliance with applicable Law and the Lender and each beneficial purchaser acknowledges that the Company is required by Law to disclose to certain regulatory authorities the identity of each beneficial purchaser of Notes for whom it may be acting. (e) The Lender acknowledges that none of the Notes, the Warrants, and the Warrant Shares issuable upon exercise of the Warrants, have been or will be registered under the U.S. Securities Act or any applicable state securities laws and the contemplated sale to, or for the account or benefit of, persons in the United States and U.S. Persons is being made in reliance on a private placement exemption to U.S. Accredited Investors provided under Rule 506(b) of Regulation D and similar exemptions under applicable state securities laws. Accordingly, the Notes and Warrants, and the Warrant Shares issuable upon exercise of the Warrants, will be “restricted securities” within the meaning of Rule 144 under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent Securities Act, and therefore may not be offered or sold by it, directly or indirectly, in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold United States without registration under United States securities laws, except in limited circumstances, and the Lender understands that the Notes, Warrants and Warrant Shares will each contain a legend in respect of such restrictions. (f) The Lender acknowledges that if it (or any beneficial purchaser on whose behalf it is acting) decides to offer, sell, pledge or otherwise transfer any of the Notes, Warrants or Warrant Shares, such securities may be offered, sold, pledged, or otherwise transferred only (i) to the Company, (ii) outside the United States in compliance with Rule 904 of Regulation S under the U.S. Securities Act only and in certain limited circumstancescompliance with applicable local laws and regulations, or (iii) pursuant to an exemption from registration under the U.S. Securities Act provided by (A) Rule 144 thereunder, if available, or (B) Rule 144A thereunder, if available, and, in each case, in compliance with any applicable state securities laws, or (iv) pursuant to another exemption from registration under the U.S. Securities Act and applicable state securities laws, provided that, in the case of (iii)(A) and (iv) above, an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company is provided to the effect that such transfer does not require registration under the U.S. Securities Act or any applicable state securities laws, and covenants that it (and any beneficial purchaser for whom it is acting) will not offer or sell the Notes, the Warrants or any Warrant Shares, to, or for the account or benefit of, any person in the United States or a U.S. Person except as set out above. (g) The Lender acknowledges that until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, the Notes, the certificates representing the Warrant Shares, and all certificates issued in exchange or in substitution thereof, shall bear the following legend (in addition to the legends provided in Article 9): “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (1) RULE 144 THEREUNDER, IF AVAILABLE, OR (2) 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT, IN THE CASE OF (C)(1) AND (D) ABOVE, AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO COMPANY IS PROVIDED TO THE EFFECT THAT SUCH TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE US. Seller Parent ACT OR ANY APPLICABLE STATE SECURITIES LAWS. [FOR WARRANT SHARES ADD: THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT “GOOD DELIVERY” OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE.]” provided, that if the Warrant Shares are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S, and the Warrant Shares were acquired when the Company qualified as a “foreign private issuer” (as defined in Rule 902 of Regulation S), the legend set forth above may be removed by providing a declaration to the registrar and transfer agent of the Company, as set forth in Schedule “C” attached hereto (or in such other form as the Company may prescribe from time to time); and provided, further, that, if the Warrant Shares are being sold otherwise than in accordance with Rule 904 of Regulation S and other than to the Company, the legend may be removed by delivery to the registrar and transfer agent and the Company of an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws. (h) The Lender acknowledges that acknowledges that the Stock Consideration must be held indefinitely unless Company is not obligated to remain a sale “foreign private issuer”, and may not qualify as a “foreign private issuer” at the time of exercise of any Warrants. (i) The Lender acknowledges that until such time as the same is no longer required under applicable requirements of the Stock Consideration is subsequently registered under the U.S. Securities Act or an exemption from such registration is availableapplicable state securities laws, the certificate representing the Warrants, and all certificates issued in exchange or in substitution thereof, shall bear the following legends (in addition to the legends provided in Article 9): “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. Seller Parent is aware THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT. THESE WARRANTS MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THESE WARRANTS HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.” (i) The delivery of this Agreement, the acceptance of it by the Company and the issuance of the provisions Notes (or any underlying securities issuable upon exercise thereof), to the Lender complies with all applicable Laws of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement or shares owned by certain Persons associated with Buyer Parent Lender’s domicile and all other applicable Laws and will not cause the Company to become subject to the satisfaction of certain conditions. Seller Parent is aware that the Stock Consideration is subject to restrictions on resale or comply with any disclosure, prospectus or reporting requirements under Israeli securities lawsany such applicable Laws.

Securities Matters. (ai) Seller Parent has such knowledge, sophistication and experience in financial and business matters that it is capable of evaluating Subject to the merits and risks accuracy of the receipt representations of the Stock Consideration Lender set forth in Section 3.2 hereof, the offer, sale and of protecting its interests in connection herewith. Seller Parent has the ability to bear the economic risk of this investment, including complete loss issuance of the investmentSecurities as contemplated by this Agreement are exempt from the registration requirements of the Securities Act of 1933 as amended (the "Securities Act") pursuant to Regulation S as promulgated under the Securities Act. (bii) Seller Parent The Company is acquiring a "Domestic Issuer" and a "Reporting Issuer," as such terms are defined by Rule 902 of Regulation S. The Company has registered its Common Stock pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") requirements of either Section 13(a) or 15(d) of the Exchange Act. The Company's Common Stock Consideration for investment for trades on the OTC Bulletin Board under the symbol CDNO. (iii) The Company has not offered the Securities to any person in the United States, any identifiable group of U.S. citizens abroad, or to any U.S. Person. (iv) At the time the buy order was originated, the Company and/or its own account, agents reasonably believed Lender was outside the United States and was not as a nominee or agent, and U.S. Person. (v) The Company and/or its agents reasonably believe that the sale of the Securities has not been prearranged with a view to, Lender in the United States. (vi) The Company has not conducted any "directed selling efforts" with respect to the Securities nor has Lender conducted any general solicitation (as that term is used in Regulation D under the Securities Act) with respect to the Securities. (vii) The Company will issue one or for resale more Certificates representing the Securities in connection with, any distribution thereof, and has no present intention the name of selling, granting any participation Company with the following restrictive legend set forth below (the "Restrictive Legend") in or otherwise distributing such denominations to be specified by the same. Seller Parent understands that the Stock Consideration has Lender: "The Securities represented by this Certificate have not been registered under the United States Securities Act of 1933 (the "Act") and may not be sold, transferred, pledged or otherwise hypothecated by reason of a specific exemption from the registration provisions original holder of the Securities Act which depends uponor any subsequent holder unless (a) they are covered by a registration statement or a post-effective amendment thereto under the Act, among other things(b) they are covered by an exemption available under Regulation S promulgated under the Act, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23. or (c) Seller Parent understands that in the Stock Consideration opinion of counsel for Company, which opinion shall be reasonably acceptable to the Company, such sale, transfer, pledge or hypothecation is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired otherwise exempt from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely unless a sale of the Stock Consideration is subsequently registered under the Securities Act or an exemption from such registration is available. Seller Parent is aware of the provisions of Rule 144 promulgated under Section 5 of the Securities Act which permit limited resale of shares purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject to the satisfaction of certain conditions. Seller Parent is aware that the Stock Consideration is subject to restrictions on resale under Israeli securities lawsAct."

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) Seller Parent has The InfoLogix Stock will be acquired by each Shareholder for 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 Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the ability to bear the economic risk of this investment, including complete loss of the investment. (b) Seller Parent is acquiring the Stock Consideration for investment for its Shareholder’s own account, not as a nominee or agent, for investment and not with without a view to, to resale or for resale in connection with, any other distribution thereof, and has no present intention within the meaning of selling, granting any participation in or otherwise distributing the same. Seller Parent understands that the Stock Consideration has not been registered under the Securities Act, by reason and such Shareholders will not distribute or transfer any of a specific exemption from the registration provisions InfoLogix Stock in violation of the Securities Act which depends upon, among other things, Act. (b) Each Shareholder acknowledges and confirms that (i) InfoLogix has made available to the bona fide nature Shareholders the opportunity to ask questions of and receive answers from InfoLogix’s officers and directors concerning the terms and conditions of the investment intent issuance of the InfoLogix Stock and the accuracy business and financial condition of Seller ParentInfoLogix, (ii) he has had an opportunity to review a copy of all of InfoLogix’s representations filing’s with the United States Securities 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 InfoLogix and the terms and conditions of this Agreement as expressed in this Section 4.23he has requested. (c) Seller Parent understands Each Shareholder: (i) acknowledges that the InfoLogix Stock Consideration to be issued to him is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration registered under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration and must be held indefinitely by such Shareholder unless a sale of the InfoLogix Stock Consideration is subsequently registered under the Securities Act or an exemption from such registration is available. Seller Parent , (ii) is aware that any routine sales of the provisions of InfoLogix Stock made under Rule 144 promulgated of the Securities and Exchange Commission under the Securities Act which permit may be made only in limited resale amounts and in accordance with the terms and conditions of shares purchased that Rule and that in a private placement such cases where the Rule is not applicable, registration or shares owned by certain Persons associated compliance with Buyer Parent subject to the satisfaction of certain conditions. Seller Parent some other registration exemption will be required, (iii) is aware that Rule 144 is not 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 register any sale, transfer or other disposition of the InfoLogix Stock. (d) Each Shareholder is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D) and has such knowledge and experience in financial and business matters that he is fully capable of evaluating the risks and merits of his investment in the InfoLogix Stock. (e) Each Shareholder acknowledges and agrees that the certificates representing the InfoLogix Stock Consideration is subject issuable to such Shareholder will contain a restrictive legend noting the restrictions on resale transfer described in this Section and under Israeli 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 InfoLogix Stock or any interest therein without the prior satisfaction of one of the following conditions: (i) InfoLogix shall have received a written opinion of counsel to the Shareholder in form and substance satisfactory to InfoLogix, in the exercise of its reasonable judgment, or a copy of a “no-action” or interpretive letter of the SEC, specifying the nature and circumstances of the proposed transfer and indicating that the proposed transfer will not be in violation of any of the registration provisions of the Securities Act of 1933 (the “Securities Act”) and the 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 of the registration provisions of the Securities Act and the rules and regulations promulgated thereunder.

Securities Matters. (a) Seller Parent has such knowledgeNeither this Warrant nor the Warrant Shares have been registered under the Securities Act of 1933 (the "Act"), sophistication as amended, or any applicable "Blue Sky" laws. By acceptance of this Warrant, the Holder represents and experience in financial warrants to the Company that Holder (i) is receiving this Warrant and, upon exercise, is acquiring the Warrant Shares for Holder's own account and business matters that it not on behalf of others, and is capable of evaluating the merits and risks not taking this Warrant or any of the receipt Warrant Shares with a view to the "distribution" thereof (as that term is defined in the Act and the rules and regulations of the Stock Consideration Securities and Exchange Commission thereunder) and (ii) will not offer, distribute, sell, transfer or otherwise dispose of protecting its interests in connection herewiththis Warrant or the Warrant Shares except pursuant to (A) an effective registration statement under the Act and any applicable Blue Sky laws with respect thereto, or (B) an opinion addressed to the Company, which opinion and the counsel rendering it reasonably are deemed satisfactory to the Company, that such offering, distribution, sale, transfer or disposition is exempt from registration under the Act and any applicable Blue Sky laws. Seller Parent has the ability Each and every certificate representing Warrant Shares to be delivered upon exercise of this Warrant shall bear the economic risk of this investmentfollowing legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, including complete loss of the investmentAS AMENDED, OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. (b) Seller Parent Anything to the contrary herein notwithstanding, the Company's obligation to sell and deliver Common Stock pursuant to the exercise of this Warrant is acquiring the Stock Consideration for investment for subject to 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 present intention receipt of selling, granting any participation in or otherwise distributing the same. Seller Parent understands satisfactory assurance that the Stock Consideration has issuance of such shares shall not been registered under violate any of the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, of 1933 or the bona fide nature rules and regulations of the investment intent Securities and Exchange Commission promulgated thereunder. No shares shall be issued until counsel for the accuracy of Seller Parent’s representations as expressed in this Section 4.23. (c) Seller Parent understands Company has determined that the Stock Consideration is characterized as “restricted securities” Company has complied with all requirements under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely unless a sale of the Stock Consideration is subsequently registered under the Securities Act or an exemption from such registration is available. Seller Parent is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject to the satisfaction of certain conditions. Seller Parent is aware that the Stock Consideration is subject to restrictions on resale under Israeli appropriate securities laws.

Securities Matters. (a) The Seller Parent has such knowledge, sophistication understands and experience in financial and business matters acknowledges that it is capable of evaluating the merits and risks issuance of the receipt shares of the Parent Common Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the ability pursuant to bear the economic risk of this investment, including complete loss of the investment. (b) Seller Parent is acquiring the Stock Consideration for investment for its own account, Agreement will not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof, and has no present intention of selling, granting any participation in or otherwise distributing the same. Seller Parent understands that the Stock Consideration has not been be registered under the Securities Act, by reason Act and that the shares of Parent Common Stock will be issued to Seller in a specific private placement transaction effected in reliance on an exemption from the registration provisions requirements of the Securities Act which depends upon, among other things, and in reliance on exemptions from the bona fide nature qualification requirements of the investment intent and the accuracy of applicable state securities laws. Seller Parent’s representations as expressed in this Section 4.23. (c) Seller Parent understands acknowledges that the shares of Parent Common Stock Consideration is characterized as so issued to Seller will be “restricted securities” under the U.S. federal Federal and state securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely unless a sale of the Stock Consideration is they are subsequently registered under the Securities Act or an exemption from such registration is availableavailable and unless Seller complies with the restrictions set forth in this Agreement. Seller Parent represents and acknowledges that Seller is aware familiar with Rule 144 of the provisions Securities Act as presently in effect and understands the restrictions and resale limitations imposed thereby and by the Securities Act. The Seller understands and agrees not to make any disposition of all or any portion of the shares of Parent Common Stock unless (i) pursuant to registration under the Securities Act or (ii) pursuant to an available exemption from registration. Notwithstanding anything above to the contrary, the Seller shall have the right to transfer shares of Parent Common Stock to the Seller Interest Holders and other Continuing Employee Stockholders, provided that each such transferee shall have executed and delivered to Parent a Stockholder Representation Letter in the form attached hereto as Exhibit D (a “Stockholder Representation Letter”) prior to such transfer. (b) The Seller covenants and agrees that during the thirty-six (36)-month period following the Closing Date, Seller will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any such shares of Parent Common Stock, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such shares of Parent Common Stock; provided, however, that Seller may engage in any such action described above after the effective date of the Registration Statement to be filed in accordance with Section 6.02(d), but only to the extent that (x) no more than 25% of the aggregate Registrable Securities (as defined below) registered pursuant to such Registration Statement and attributable to the Seller has been the subject of such actions prior to the first anniversary of the Closing Date, (y) no more than 37.5% of such aggregate Registrable Securities has been the subject of such actions during the period between the Closing Date and the second anniversary of the Closing Date, and (z) no more than 50.0% of such aggregate Registrable Securities has been the subject of such actions during the period between the Closing Date and the third anniversary of the Closing Date; provided, further, however, if the registration statement required under Section 6.02(d) below is not filed in accordance with the terms thereof, the Seller shall have the right to sell and distribute any shares of the Parent Common Stock in accordance with applicable securities laws, subject to the same transfer restrictions set forth in the immediately preceding clause. Following the third anniversary of the Closing Date, any remaining shares of Parent Common Stock held by Seller shall no longer be subject to such transfer restrictions under the terms of this Agreement. The restrictions on transferability of shares of Parent Common Stock set forth in this Section 6.02(b) shall terminate upon any change of control of the Parent. The certificates representing the shares of Parent Common Stock issued to Seller hereunder shall bear, in addition to any other legends required under applicable state securities laws, the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION AND (II) IN ACCORDANCE WITH THE RESTRICTIONS AND CONDITIONS SET FORTH IN THE ASSET PURCHASE AGREEMENT DATED AS OF DECEMBER 17, 2004, BY AND BETWEEN THE ISSUER AND THE HOLDER OF THESE SECURITIES. A COPY OF THE APPLICABLE PROVISIONS OF SUCH AGREEMENT SHALL BE FURNISHED BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST. 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 SALE OR TRANSFER OF THESE SECURITIES WILL BE IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. In order to prevent any transfer from taking place in violation of this Agreement or applicable law, Parent may cause a stop transfer order to be placed with its transfer agent with respect to the shares of Parent Common Stock. Parent will not be required to transfer on its books any shares of Parent Common Stock that have been sold or transferred in violation of any provision of this Agreement or applicable law (c) During the two (2) year period following the Closing Date, Parent shall (i) use its best efforts to make current public information available in accordance with Rule 144(c) under the Securities Act and to maintain the continued listing of its shares of Common Stock for trading on the Nasdaq and the Boston Stock Exchange and (ii) furnish to the Seller and each Seller Interest Holder and other Continuing Employee Stockholder upon written request, (x) a written statement as to its compliance with the requirements of Rule 144 144(c) and the reporting requirements of the Securities Act and the Exchange Act and (y) a copy of the most recent annual or quarterly report of Parent. (d) Parent shall file, within seventy five (75) days after the Closing Date, a registration statement (“Registration Statement”) on Form S-3, or other appropriate registration form, with the SEC under the Securities Act with respect to the offer and sale by the Seller and, as applicable, the Seller Interest Holders and other Continuing Employee Stockholders pursuant to Rule 415 promulgated under the Securities Act which permit limited resale of all of the shares purchased of Parent Common Stock to be issued to the Seller under this Agreement (the “Registrable Securities”) and will use reasonable, prompt and diligent efforts to cause such Registration Statement to become effective as soon as practicable thereafter. Parent shall use its reasonable, prompt and diligent efforts to cause the Registrable Securities to be listed on Nasdaq and the Boston Stock Exchange. Notwithstanding anything contained in Section 6.02(b) above, in the event that Parent files a private placement Registration Statement on Form S-3, or other appropriate registration form, with the SEC under the Securities Act with respect to the offer and sale by the Parent (a “Follow-On Offering”) pursuant to Rule 415 promulgated under the Securities Act at any time prior to the first anniversary of the Closing Date, Parent agrees to register up to 50% of the Registrable Securities transferred by the Seller to, and held by, the Seller Interest Holders listed on Schedule 6.02(d) and upon the effectiveness of such Registration Statement such shares owned by certain Persons associated with Buyer Parent shall not be subject to the satisfaction restrictions of certain conditionstransfer referenced in Section 6.02 or the applicable Stockholder Representation Letters. (e) Notwithstanding Section 6.02(d), if Parent shall furnish to the Seller a certificate signed by the president or chief executive officer of the Parent stating that in the good faith judgment of the board of directors of the Parent it would be seriously detrimental to the Parent and its Subsidiaries for such Registration Statement to be filed or such registration to be effected at such time, the Parent shall have the right to defer the filing of the registration statement for so long as reasonably necessary, but no later than 120 days after the Closing Date. (f) Parent shall promptly prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities and to keep such registration statement effective until the earlier of such time as all Stockholders have completed the distribution described in the Registration Statement or the date on which all the Registrable Securities may be immediately sold without registration, and without restriction as to the number of securities to be sold, pursuant to Rule 144 under the Securities Act. (g) Parent shall, if required under applicable law at the time, use its best efforts to register and qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the holders; provided that Parent shall not be required in connection with such registration and qualification or as a condition to such registration and qualification (i) to qualify to do business or to file a general consent to service of process in any such states or jurisdictions or (ii) to subject itself to taxation in any jurisdiction. (h) Parent shall notify the Seller and each Seller Interest Holder covered by the Registration Statement at any time when a prospectus relating to the Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated in such prospectus or necessary to make the statements in such prospectus not misleading in the light of the circumstances then existing. (i) Parent shall furnish, without charge, to the Seller and each Seller Interest Holder covered by the Registration Statement such number of conformed copies of the Registration Statement and of each amendment and supplement thereto (in each case including all exhibits and documents incorporated by reference), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any prospectus supplement) and any other prospectus filed under Rule 424 promulgated under the Securities Act relating to such Stockholder’s shares included in the Registration Statement. (j) Parent shall notify the Seller and each Seller Interest Holder covered by the Registration Statement (i) when such Registration Statement or any prospectus used in connection therewith, or any amendment or supplement thereto, (A) is proposed to be filed and shall provide the Seller’s legal counsel with a copy of such Registration Statement or prospectus in the form proposed to be filed not less than three trading days before such filing, (B) has been filed and, (C) with respect to such Registration Statement or any post-effective amendment thereto, when the same has become effective, (ii) of any written request by the SEC for amendments or supplements to such Registration Statement or prospectus or for supplemental information, (iii) of the notification to Parent by the SEC of its initiation of any proceeding with respect to the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement; and (iv) of the receipt by Parent of any notification with respect to the suspension of the qualification of the Registrable Securities for sale under the applicable securities or “blue-sky” laws of any jurisdiction. (k) In the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of the Registrable Securities for sale in any jurisdiction, Parent shall use all reasonable efforts promptly to obtain the withdrawal of such order. (l) All expenses incurred in effecting the registration under the Registration Statement shall be borne by Parent, including, without limitation, all registration fees, blue sky expenses, printing fees and listing fees. All underwriting discounts, selling commissions, and stock transfer taxes relating to the Registrable Securities shall be borne by the selling stockholders pro rata on the basis of the number of shares of Registrable Securities registered on their behalf. (m) Parent may require the Seller and any Seller Interest Holder to furnish, and each such person shall furnish Parent with, such information regarding such person and the distribution of the Registrable Securities as Parent may from time to time reasonably request in writing and to otherwise cooperate in connection with such registration. At any time during the effectiveness of the Registration Statement, if such person becomes aware of any change materially affecting the accuracy of the information contained in such Registration Statement or the prospectus (as then amended or supplemented) relating to such person, including but not limited to the sale or disposition of all Registrable Securities owned by each such person, he or it will promptly notify Parent of such change. (n) Upon receipt of any notice from Parent of the happening of any event as a result of which any prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Seller and each Seller Interest Holder will forthwith discontinue such person’s disposition of Registrable Securities pursuant to the Registration Statement until such person receives copies of a supplemented or amended prospectus from Parent and, if so directed by Parent, shall deliver to Parent (at Parent’s expense) all copies, other than permanent file copies, then in such stockholder’s possession of the prospectus relating to such Registration Statement current at the time of receipt of such notice. (o) Parent shall, to the full extent permitted by law, indemnify and hold harmless Seller, each Seller Interest Holder included in the Registration Statement and their respective directors, managers, officers, employees, agents and other persons, if any, who control the Seller or any Seller Interest Holder within the meaning of the Securities Act, against any expenses, claims, losses, damages or liabilities to which such person may become subject under the Securities Act or otherwise, insofar as such expenses, claims, losses, damages or liabilities or actions in respect thereof arise out of or are based upon any untrue statement of any material fact contained in the Registration Statement, final prospectus, preliminary prospectus, or prospectus supplement contained therein or filed with the SEC, or any amendment or supplement thereto, or any omission to state therein a material fact required to be stated therein or. necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading; provided, that Parent shall not be liable in any such case to the extent that any such loss (or actions in respect thereof) arises out of or is aware that based upon an untrue statement or omission made in any such Registration Statement, final prospectus, amendment or supplement in reliance upon and in conformity with information furnished in writing to Parent by such person and stated to be specifically for use therein. (p) The Seller and each Seller Interest Holder included in the Stock Consideration is subject Registration Statement shall, to restrictions on resale under Israeli securities laws.the full extent permitted by law, indemnify and hold harmless Parent, its directors, officers, employees, agents and each other person, if any, who controls Parent within the meaning of the Securities Act, against any expenses, claims, los

Securities Matters. (a) Seller Parent Buyer understands and acknowledges that the 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 offered, sold, transferred, or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction. (b) Buyer is an "accredited investor" (as defined in Rule 501(a) of the Regulation D under the Securities Act). (c) Buyer (i) has such knowledge, sophistication knowledge and experience in financial and business matters such that it he is capable of evaluating the merits and risks of purchasing the receipt of the Stock Consideration Securities and of protecting its interests in connection herewith. Seller Parent has the ability (ii) is able to bear the economic risk of this investmentan investment in the Securities for an indefinite period of time, including the risk of a complete loss of the any such investment. (bd) Seller Parent Buyer is acquiring the Stock Consideration Securities for his own account for investment for its own account, not as a nominee or agent, purposes and not with a view to, or for resale offer or sale for GNA in connection with, the distribution or resale thereof. (e) Buyer understands and agrees that the Securities are being sold in a transaction not involving any distribution thereofpublic offering within the meaning of the Securities Act, and has no present intention of sellingthat the Securities may not be offered, granting any participation in sold, or otherwise distributing transferred to, or for the sameaccount or benefit of, any Person except as permitted in the following sentence. Seller Parent understands Buyer agrees, on his own behalf and on behalf of any accounts for which Buyer is acting, that if Buyer should sell or otherwise transfer any Securities, he will do so only (i) pursuant to an exemption from the Stock Consideration has registration requirements of the Securities Act (if available) or if the Securities Act does not been registered apply or (ii) pursuant to an effective registration statement under the Securities Act, by reason of a specific exemption from the registration provisions and Buyer further agrees to provide to any Person purchasing any of the Securities Act which depends upon, among other things, the bona fide nature from him a notice advising such purchaser that resales of the investment intent and the accuracy of Seller Parent’s representations Securities are restricted as expressed in this Section 4.23stated herein. (cf) Seller Parent Buyer understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under certificates for the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely unless purchased pursuant to this Agreement will bear a sale of the Stock Consideration is subsequently registered under the Securities Act or an exemption from such registration is available. Seller Parent is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject legend substantially to the satisfaction of certain conditionsfollowing effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN PURCHASED PURSUANT TO A SECURITIES PURCHASE AGREEMENT DATED AS OF FEBRUARY 26, 2001, BETWEEN GAINSCO, INC. Seller Parent is aware that the Stock Consideration is subject to restrictions on resale under Israeli securities lawsAND ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇. SUCH SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, 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. (ai) Seller Parent has such knowledge, sophistication and experience in financial and business matters Such Member acknowledges that it is capable of evaluating the merits and risks none of the receipt of the Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the ability to bear the economic risk of this investment, including complete loss of the investment. (b) Seller Parent is acquiring the Stock Consideration for investment 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 present intention of selling, granting any participation in or otherwise distributing the same. Seller Parent understands that the Stock Consideration has not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23. (c) Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they Interests are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely unless a sale of the Stock Consideration is subsequently registered under the Securities Act or an exemption from such registration is availableany state securities laws. Seller Parent is aware Such Member understands that the offering, issuance and sale of the provisions Interests are intended to be exempt from registration under the Securities Act and state securities laws based, in part, upon the representations, warranties and agreements contained in this Agreement. Such Member is an “accredited investor” as such term is defined in Rule 501 of Rule 144 Regulation D promulgated under the Securities Act Act. (ii) Neither the Securities and Exchange Commission nor any state securities commission has approved the Interests or passed upon or endorsed the merits of the offer or sale of the Interests. Such Member is acquiring the Interests solely for such Member’s own account for investment and not with a view to resale or distribution thereof in violation of the Securities Act. (iii) Such Member is unaware of, and in no way relying on, any form of general solicitation or general advertising in connection with the offer and sale of the Interests, and neither such Member nor any of its Affiliates has taken any action which permit limited resale of shares purchased in a private placement could give rise to any claim by any person for brokerage commissions, finders’ fees (without regard to any finders’ fees payable by the Company directly) or shares owned by certain Persons associated with Buyer Parent subject the like relating to the satisfaction transactions contemplated hereby. (iv) Such Member is not relying on the Company or any of certain conditions. Seller Parent is aware its Subsidiaries or any of their respective officers, directors, employees, advisors or representatives with regard to the tax and other economic considerations of an investment in the Interests, and such Member has relied on the advice of only such Member’s advisors. (v) Such Member understands that the Stock Consideration Interests may not be sold, hypothecated or otherwise disposed of unless subsequently registered, or an exemption from registration is subject available, under the Securities Act and applicable state securities laws. Such Member agrees that it will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the Interests in violation of this Agreement or restrictions on resale applicable under Israeli the Securities Act or applicable state securities laws. (vi) Such Member and its Affiliates have adequate means for providing for their current financial needs and anticipated future needs and possible contingencies and emergencies and have no need for liquidity in the investment in the Interests. (vii) Such Member has, directly or through its Affiliates, significant prior investment experience, including investment in non-listed and non-registered securities. Such Member, either directly or through its Affiliates, is knowledgeable about investment considerations. Such Member and its Affiliates have a sufficient net worth to sustain a loss of such Member’s entire investment in the Company in the event such a loss should occur. The overall commitment of such Member and its Affiliates to investments which are not readily marketable is not excessive in view of the net worth and financial circumstances of such Member and its Affiliates and the purchase of the Interests will not cause such commitment to become excessive. The investment in the Interests is suitable for such Member. (viii) The information contained in this subparagraph (h) and in all other writings, if any, furnished to the Company or the Manager with regard to such Member and its Affiliates (to the extent such writings relate to the exemption from registration of Interests under the Securities Act or any state securities laws) is complete and accurate and may be relied upon by the Company, the Manager and the other Members in determining the availability of an exemption from registration under federal and state securities laws in connection with the sale of the Interests.

Securities Matters. (a) Seller Parent has such knowledge, sophistication and experience in financial and business matters Each Member that it acquires Purchaser Common Stock under this Agreement is capable of evaluating the merits and risks of the receipt of the Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the ability to bear the economic risk of this investment, including complete loss of the investment. (b) Seller Parent is acquiring the Stock Consideration 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 present intention of selling, granting any participation in or otherwise distributing the samesame in violation of the Securities Act, this Agreement, or any other Applicable Law. Seller Parent Such Member understands that the shares of Purchaser Common Stock Consideration has issued under this Agreement have not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parentsuch Member’s representations as expressed in this Section 4.233.6. (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) Seller Parent 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 Consideration is issued under this Agreement are characterized as “restricted securities” under the U.S. federal securities laws Applicable Law inasmuch as they are being acquired from Buyer Parent Purchaser in a transaction not involving a public offering and that under such laws and applicable regulations Applicable Law, the Purchaser Common Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent Such Member acknowledges that the Purchaser Common Stock Consideration must be held indefinitely unless a sale of the Purchaser Common Stock Consideration is subsequently registered under the Securities Act or an exemption from such registration is available. (e) 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. Seller Parent is aware 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 provisions purchase, receipt or ownership of Rule 144 promulgated the Purchaser Common Stock, including the Tax consequences under Applicable Law. Such Member acknowledges that none of Purchaser, its Affiliates, or its Representatives makes or has made any representations or warranties to such Member regarding the Tax consequences to such Member of the receipt or ownership of the Purchaser Common Stock, including the Tax consequences under Federal, state, local and other Applicable Law and the possible effects of changes in such laws (g) Each Member that acquires Purchaser Common Stock under this Agreement, if an individual, is a resident of the state shown in the Company’s records. Such Member, if an entity, is duly organized, validly existing, and in good standing under the Securities Act which permit limited resale Applicable Law of shares purchased its jurisdiction of formation, as reflected in a private placement or shares owned by certain Persons associated with Buyer Parent subject to the satisfaction of certain conditions. Seller Parent is aware that the Stock Consideration is subject to restrictions on resale under Israeli securities lawsCompany’s records.

Securities Matters. (a) Seller Parent Each Shareholder alone, or through its personal representative, has such knowledge, sophistication knowledge and experience in financial and business matters that it is and such experience in evaluating and investing in companies such as Buyer as to be capable of evaluating the merits and risks of an investment in the receipt of the Stock Consideration and of protecting its interests in connection herewithBuyer Shares. Seller Parent Such Shareholder has the financial ability to bear the economic risk of this investmenthis investment in the Buyer Shares being acquired hereunder, including complete loss of the investmenthas adequate means for providing for his current needs and contingencies and has no need for liquidity with respect to his investment in Buyer. (b) Seller Parent Each Shareholder is acquiring the Stock Consideration for investment Buyer Shares for its own account, not as a nominee or agentfor investment purposes only, and not with a the view to, or for resale in connection with, any distribution thereof, and has no present intention of selling, granting any participation in or otherwise distributing the same. Seller Parent Such Shareholder understands that the Stock Consideration has Buyer Shares have not been registered under the United States Securities ActAct of 1933, as amended (the "SECURITIES ACT"), or under the securities laws of various states of the United States, by reason of a specific specified exemption from the registration provisions of the Securities Act thereunder which depends upon, among other things, the bona fide nature of the such Shareholder's investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23herein. Such Shareholder acknowledges that his representations and warranties contained herein are being relied upon by Buyer as a basis for the exemption of the issuance of the Buyer Shares hereunder from the registration requirements of the Securities Act and any applicable state securities laws. (c) Seller Parent understands Each Shareholder acknowledges, with respect to the sale of its Buyer Shares in the United States, that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration Shares must be held indefinitely unless a sale of the Stock Consideration is until they are subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available. Seller Parent Such Shareholder has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act which permit permits limited resale of shares the securities purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject to the satisfaction of certain conditionsconditions including, among other things, the availability of certain current public information about Buyer and compliance with applicable requirements regarding the holding period and the amount of securities to be sold and the manner of sale. Seller Parent Each Shareholder understands that only Buyer can take action to register the Buyer Shares under the SECURITIES ACT. (d) Each Shareholder or its representative has had an opportunity to discuss the Buyer's business, management, financial affairs and acquisition plans with its management, to review the Buyer's facilities, and to obtain such additional information concerning such Shareholder's investment in the Buyer Shares in order for such Shareholder to evaluate its merits and risks, and such Shareholder has determined that the Buyer Shares are a suitable investment for such Shareholder and that at this time such Shareholder could bear a complete loss of his investment. (e) Each Shareholder is aware that no U.S., Canadian, federal, state, provincial or other agency has passed upon or made any finding or determination concerning the fairness of the transactions contemplated by this Agreement or the adequacy of the disclosure of the exhibits and schedules hereto or thereto. (f) Each Shareholder understands that all certificates for the Buyer Shares issued to such Shareholder 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. THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE ISSUER OF AN OPINION OF COUNSEL, OR SUCH OTHER DOCUMENTATION REASONABLY SATISFACTORY 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. A NEW CERTIFICATE BEARING NO LEGEND MAY BE OBTAINED FROM THE TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE TRANSFER AGENT AND THE ISSUER, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933." provided that if the Buyer Shares are being sold in compliance with the requirements of Rule 904 of Regulation S of the Securities Act, the legend may be removed by providing a declaration to the transfer agent or the Buyer to the following effect: "The undersigned (a) acknowledges that the sale of the securities to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and (b) certifies that (1) it is not an "affiliate" (as defined in Rule 405 under the Securities Act) of EXFO Electro-Optical Engineering Inc., (2) the offer of such securities was not made to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States or (b) the transaction was executed on or through the facilities of The Toronto Stock Consideration Exchange and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States and (3) neither the seller nor any person acting on its behalf engaged in any directed selling efforts in connection with the offer and sale of such securities. Terms used herein have the meanings given to them by Regulation S." (g) Each Shareholder understands that the Buyer Shares will not be registered at the time of their issuance under the Securities Act for the reason that the sale provided for in this Agreement is subject exempt pursuant to restrictions Section 4(2) of the Securities Act and that the reliance of the Buyer on resale under Israeli securities lawssuch exemption is predicated in part on the Shareholders' representations set forth herein.

Securities Matters. (a) Seller Parent 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 Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the ability to bear the economic risk of this investment, including complete loss of the investment. (b) Seller Parent is acquiring the Stock Consideration The BUYER SHARES are received by SELLER for investment purposes for its SELLER’s own account, not as a nominee or agent, and not with a the view to, or for resale in connection with, any distribution thereof, and has no present intention of selling, granting any participation in or otherwise distributing the same. Seller Parent SELLER understands that the Stock Consideration has BUYER SHARES have not been registered under the Securities Act, or under the securities laws of various states, by reason of a specific specified exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23. (c) Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstancesthereunder. Seller Parent SELLER acknowledges that the Stock Consideration BUYER SHARES must be held indefinitely unless a sale of the Stock Consideration is BUYER SHARES are subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available. Seller Parent SELLER has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act which permit permits limited resale of shares the securities purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject to the satisfaction of certain conditionsconditions including, among other things, the availability of certain current public information about BUYER and compliance with applicable requirements regarding the holding period, the amount of securities to be sold, and the manner of sale. Seller Parent SELLER is aware a sophisticated investor with knowledge and experience in business and financial matters and is able to bear the economic risk and lack of liquidity inherent in owning the BUYER SHARES. SELLER understands and acknowledges that no Governmental Authority has been asked to rule on nor has it ruled on the Stock Consideration tax or other consequences of the transactions contemplated hereby. SELLER represents and warrants that SELLER is subject to restrictions on resale an “Accredited Investor” as defined in Rule 501(a) of Regulation D under Israeli securities lawsthe Securities Act. SELLER understands that all certificates for BUYER SHARES shall bear a legend in substantially the following form: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE ISSUER OF AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT, AS AMENDED, OR ANY STATE SECURITIES LAWS.” Page | 16 of 31Bluwire - ReTech Exchange Agreement

Securities Matters. (a) Seller Parent 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 Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the ability to bear the economic risk of this investment, including complete loss of the investment. (b) Seller Parent is acquiring the Stock Consideration for investment 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 present intention of selling, granting any participation in or otherwise distributing the same. Seller Parent understands that the Stock Consideration has not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23. (c) Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely unless a sale of the Stock Consideration is subsequently registered under the Securities Act or an exemption from such registration is available. Seller Parent is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject to the satisfaction of certain conditions. Seller Parent is OC\1994682.10 aware that the Stock Consideration is subject to restrictions on resale under Israeli securities laws.

Securities Matters. (a) Seller Parent has such knowledge, sophistication The Lender is purchasing the Debentures and experience in financial and business matters that it is capable of evaluating the merits and risks of the receipt of the Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the ability to bear the economic risk of this investment, including complete loss of the investment. (b) Seller Parent is acquiring the Stock Consideration for investment Warrants as principal for its own account, not as a nominee or agentfor the benefit of any other Person, for investment only and not with a view to, to the resale or for resale distribution of any part thereof. (b) The Lender is an “accredited investor” as defined in connection with, any distribution thereofNI 45-106, and has no present intention of selling, granting any participation in or otherwise distributing so indicated by checking the same. Seller Parent understands box opposite the appropriate category on Schedule “A” attached hereto which so describes it and acknowledges that by signing this Agreement it is certifying that the Stock Consideration has not been registered under statements made by checking the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23appropriate accredited investor category are true. (c) Seller Parent understands The Lender is a U.S. Accredited Investor and is acquiring the Debentures and Warrants for its own account, and for investment and not with a view to any resale, distribution or other disposition of the Debentures, Warrants, or Shares in violation of United States federal or state securities Laws and the Lender has so indicated by checking the appropriate category on Schedule “B” attached hereto which so describes it and acknowledges that by signing this Agreement it is certifying that the Stock Consideration statements made by checking the appropriate U.S. Accredited Investor category are true. (d) In the case of a subscription for the Debentures as trustee or agent, the Lender is characterized the duly authorized trustee or agent of the disclosed beneficial purchaser with due and proper power and authority to execute and deliver, on behalf of each such beneficial purchaser, the Transaction Agreements, to agree to the terms and conditions herein and therein set out and to make the representations, warranties, acknowledgements and covenants herein and therein contained, all as if each such beneficial purchaser were the purchaser and the Lender’s actions as trustee or agent are in compliance with applicable Law and the Lender and each beneficial purchaser acknowledges that the Company is required by Law to disclose to certain regulatory authorities the identity of each beneficial purchaser of Debentures for whom it may be acting. (e) The Lender acknowledges that none of the Debentures, the Warrants, and the Warrant Shares issuable upon exercise of the Warrants, have been or will be registered under the U.S. Securities Act or any applicable state securities laws and the contemplated sale to, or for the account or benefit of, persons in the United States and U.S. Persons is being made in reliance on a private placement exemption to U.S. Accredited Investors provided under Rule 506(b) of Regulation D and similar exemptions under applicable state securities laws. Accordingly, the Debenture and Warrants, and the Warrant Shares issuable upon exercise of the Warrants, will be “restricted securities” within the meaning of Rule 144 under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent Securities Act, and therefore may not be offered or sold by it, directly or indirectly, in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold United States without registration under the Securities Act only United States securities laws, except in certain limited circumstances. Seller Parent , and the Lender understands that the Debentures, Warrants and Warrant Shares will each contain a legend in respect of such restrictions. (f) The Lender acknowledges that the Stock Consideration must be held indefinitely unless a sale if it (or any beneficial purchaser on whose behalf it is acting) decides to offer, sell, pledge or otherwise transfer any of the Stock Consideration is subsequently registered under the Securities Act Debentures, Warrants or an exemption from Warrant Shares, such registration is available. Seller Parent is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement securities may be offered, sold, pledged, or shares owned by certain Persons associated with Buyer Parent subject otherwise transferred only (i) to the satisfaction of certain conditions. Seller Parent is aware that the Stock Consideration is subject to restrictions on resale under Israeli securities laws.Company,

Securities Matters. (a) Seller Parent has such knowledge, sophistication and experience in financial and business matters Such PURO Member that it acquires Equity Merger Consideration under this Agreement is capable of evaluating the merits and risks of the receipt of the Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the ability to bear the economic risk of this investment, including complete loss of the investment. (b) Seller Parent is acquiring the Stock Consideration 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 present intention of selling, granting any participation in in, or otherwise distributing the samesame in violation of the Securities Act, this Agreement, or any other Applicable Law. Seller Parent Such PURO Member understands that the Stock Equity Merger Consideration has issued under this Agreement have not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller Parentsuch PURO Member’s representations as expressed in this Section 4.234.6. (b) Such PURO Member is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act. (c) Seller Such PURO Member that acquires Equity Merger Consideration under this Agreement acknowledges that, as 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 Stock Equity Merger Consideration is issued under this Agreement are characterized as “restricted securities” under the U.S. federal securities laws Applicable Law inasmuch as they are being acquired from Buyer the Parent in a transaction not involving a public offering and that under such laws and applicable regulations Applicable Law, the Stock Equity Merger Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent Such PURO Member acknowledges that the Stock Equity Merger Consideration must be held indefinitely unless a sale of the Stock Equity Merger Consideration is subsequently registered under the Securities Act or an exemption from such registration is available. (f) 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. Seller Parent is aware 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 provisions purchase, receipt, or ownership of Rule 144 promulgated the Equity Merger Consideration, including the Tax consequences under Applicable Law. Such PURO Member acknowledges that none of the Parent, its Affiliates, or its Representatives makes or has made any representations or warranties to such PURO Member regarding the Tax consequences to such PURO Member of the receipt or ownership of the Equity Merger Consideration, including the Tax consequences under federal, state, local, and other Applicable Law and the possible effects of changes in such laws. (h) Such PURO Member that acquires Equity Merger Consideration under this Agreement, if an individual, is a resident of the state shown in the records of PURO. Such PURO Member, if an entity, is duly organized, validly existing, and in good standing under the Securities Act which permit limited resale Applicable Law of shares purchased its jurisdiction of formation, as reflected in a private placement or shares owned by certain Persons associated with Buyer Parent subject to the satisfaction records of certain conditions. Seller Parent is aware that the Stock Consideration is subject to restrictions on resale under Israeli securities lawsPURO.

Securities Matters. (a) Seller is an “accredited investor” within the meaning of Rule 501(a) promulgated under the Securities Act. With respect to the Escrow Shares, Seller understands that the Escrow Shares issuable hereunder are being offered and sold in reliance on specific exemptions from the registration requirements of United States federal and state securities Laws and that Parent has is relying in part upon the truth and accuracy of, and Seller’s compliance with, the representations, warranties, agreements, acknowledgements and understanding of Seller set forth in this Section 3.05 in order to determine the availability of such knowledgeexemptions and the eligibility of Seller to acquire the Escrow Shares to be acquired, sophistication and experience in financial and business matters or that it is capable of evaluating the merits and risks of the receipt of the Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the ability to bear the economic risk of this investmentmay be acquired, including complete loss of the investmenthereunder. (b) Seller and its advisors have had access, through ▇▇▇▇▇, to copies of each report, registration statement and definitive proxy statement filed by Parent is acquiring with the SEC and has been afforded the opportunity to ask questions of and receive answers from Parent regarding Parent and the transactions contemplated hereby. Seller understands that its investment in the shares of Parent Common Stock Consideration for investment for its own account, not as a nominee or agent, and not with a view tobeing issued, or for resale in connection withissuable, any distribution thereof, and has no present intention hereunder involves a high degree of selling, granting any participation in or otherwise distributing the samerisk. Seller has sought such accounting, legal and Tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of shares of Parent Common Stock that may be acquired hereunder. Seller understands that the Stock Consideration no United States federal or state agency or any other Governmental Body has not been registered under the Securities Act, by reason of a specific exemption from the registration provisions passed on or made any recommendation or endorsement of the Securities Act which depends uponshares of Parent Common Stock issuable hereunder, among other things, or the bona fide nature fairness or suitability of the investment intent and in Parent Common Stock, nor have such authorities passed upon or endorsed the accuracy merits of Seller Parent’s representations as expressed in this Section 4.23the offering of Parent Common Stock contemplated hereby. (c) Seller does not presently have any present agreement or understanding, directly or indirectly, with any Person to distribute any of the shares of Parent Common Stock that may be received hereunder in a transaction that would violate the Securities Act or any state securities Laws. (d) Seller understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction Escrow Shares issued hereunder have not involving a public offering been and that under such laws and applicable regulations the Stock Consideration may will not be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely unless a sale of the Stock Consideration is subsequently registered under the Securities Act or any state securities Laws, and may not be offered for sale, sold, assigned or transferred unless (i) subsequently registered thereunder or (ii) pursuant to an exemption from such registration is available. Seller Parent is aware of the provisions of registration, including pursuant to Rule 144 promulgated (or a successor rule thereto), and that neither Parent nor any other Person is under any obligation to register such shares of Parent Common Stock under the Securities Act which permit limited resale or any state securities Laws. Seller further understands and acknowledges that Escrow Shares issued to it at Closing pursuant to Section 1.02 will be placed into the Escrow Account pursuant to the terms and conditions herein and in the Escrow Agreement and that, except as expressly provided for herein or in the Escrow Agreement (including without limitation Section 9.04(c) hereof), Seller may not sell, assign or transfer the Escrow Shares during the term of shares purchased in the Escrow Agreement. (e) Seller understands that the certificates or other instruments representing the Escrow Shares issuable hereunder will bear a private placement or shares owned by certain Persons associated with Buyer Parent restrictive legend as set forth below and an additional legend indicating the certificates are subject to the satisfaction holding period restrictions of certain conditions. Seller Section 3.05(d) above, and that a stop-transfer order may be placed against transfer of such stock certificates; provided that any such legend shall be removed and Parent is aware shall issue a certificate without legend to the holder of the shares of Parent Common Stock at Parent’s cost and expense, if (i) such shares of Parent Common Stock are registered pursuant to an effective registration statement under the Securities Act; or (ii) in connection with a sale, assignment or other transfer, Parent receives an opinion of counsel, in a reasonably acceptable form, to the effect that such sale, assignment or transfer of such shares of Parent Common Stock may be made without registration under the applicable requirements of the Securities Act and state Law, including pursuant to Rule 144; provided further that, after the expiration of the holding period applicable pursuant to Rule 144, the legend indicating that the Stock Consideration is certificates are subject to restrictions on resale under Israeli securities lawsthereof shall be removed and Parent shall issue a certificate without such legend to the holder of the shares of Parent Common Stock at Parent’s cost and expense, as and when requested by Seller. (f) Seller understands that, except as provided in Section 3.05(e), all certificates or other instruments representing the Escrow Shares issuable hereunder shall bear the following restrictive legends: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A STOCK PURCHASE AGREEMENT BY AND AMONG TFI HOLDINGS, INC., GREEN FUEL SERVICES, LLC, ▇▇▇▇▇▇▇▇ HYDROCARBONS HOLDINGS CORPORATION AND ▇▇▇▇▇▇▇▇ CORPORATION, DATED MARCH 7, 2012. THE CERTIFICATES REPRESENTING THESE SECURITIES HAVE BEEN DEPOSITED WITH THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS ESCROW AGENT. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE SECRETARY OF ▇▇▇▇▇▇▇▇ CORPORATION.

Securities Matters. (a) Seller Parent has such knowledgeThe LDA Ascent Arena Company Membership Interest is being acquired for New Arena's own accounts, sophistication and experience in financial and business matters that it is capable of evaluating the merits and risks of the receipt of the Stock Consideration and of protecting its interests in connection herewith. Seller Parent has the ability to bear the economic risk of this investment, including complete loss of the investment. (b) Seller Parent is acquiring the Stock Consideration for investment 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 present intention or public offering thereof within the meaning of selling, granting any participation in or otherwise distributing the same. Seller Parent Securities Act. (b) New Arena understands that the Stock Consideration LDA Ascent Arena Company Membership Interest has not been registered under the Securities Act, Act by reason of its issuance in a specific exemption transaction exempt from the registration provisions and prospectus delivery requirements of the Securities Act which depends uponpursuant to Section 4(2) thereof, among other thingsthat LDA has no present intention of registering the LDA Ascent Arena Company Membership Interest, the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23. (c) Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration LDA Ascent Arena Company Membership Interest must be held indefinitely by New Arena indefinitely, and that New Arena must therefore bear the economic risk of such investment indefinitely, unless a sale of the Stock Consideration subsequent disposition thereof is subsequently registered under the Securities Act or an exemption is exempt from such registration is available. Seller Parent is aware registration. (c) During the negotiation of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in transactions contemplated herein, New Arena and its representatives have been furnished with and have had access to such information as New Arena has considered necessary to make a private placement or shares owned by certain Persons associated with Buyer Parent subject determination as to the satisfaction purchase of certain conditionsthe LDA Ascent Arena Company Membership Interest, has been afforded an opportunity to ask such questions of LDA and the Purchased Entities' officers, employees and representatives concerning the Purchased Entities' business, operations, financial condition, assets, liabilities and other relevant matters as it has deemed necessary or desirable, and has been given all such information as has been requested, in order to evaluate the merits and risks of the prospective investments contemplated herein. (d) New Arena and its representatives have been solely responsible for New Arena's own due diligence investigation of the Purchased Entities and its management and business, for its own analysis of the merits and risks of this investment, and for its own analysis of the fairness and desirability of the terms of the investment. Seller Parent is aware that In taking any action or performing any role relative to the Stock Consideration is subject arranging of the proposed investment, New Arena has acted solely in its own interest, and New Arena (or any of its agents or employees) has not acted as an agent of LDA. (e) New Arena (i) has such knowledge and experience in financial and business matters as to restrictions on resale under Israeli securities lawsbe capable of evaluating the merits and risk of New Arena's prospective investment in the LDA Ascent Arena Company Membership Interest; (ii) has the ability to bear the economic risks of its prospective investment, including a complete loss of New Arena's investment in the LDA Ascent Arena Company Membership Interest; and (iii) has not been offered the LDA Ascent Arena Company Membership Interest by any form of advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any such media.

Securities Matters. (a) The Seller Parent acknowledges and agrees that the offering and sale of the Issued Shares hereunder is intended to be exempt from the registration requirements of the U.S. Securities Act of 1933 (the “Securities Act”) pursuant to Section 4(2) thereof. The Seller is an “accredited investor” as defined in Rule 501(a) of Regulation D of the Securities Act and has such knowledge, sophistication knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the receipt of investment in the Stock Consideration and of protecting its interests in connection herewithIssued Shares. The Issued Shares are being acquired by the Seller Parent has the ability to bear the economic risk of this investment, including complete loss of the investment. (b) Seller Parent is acquiring the Stock Consideration for investment for its own account, not as a nominee or agent, account and not with without a view toto the public distribution of the Issued Shares or any interest therein. In evaluating the suitability of an investment in the Issued Shares, the Seller has relied solely upon the representations, warranties, covenants and agreements made by the Purchaser herein and the Seller has not relied upon any other representations or for resale other information (whether oral or written and including any projections or supplemental data) made or supplied by or on behalf of the Purchaser or any Affiliate, employee, agent or other representative of the Purchaser. The Seller is not a “U.S. person” as defined in connection with, any distribution thereof, Rule 902(k) of Regulation S of the Securities Act. The Seller understands and has no present intention of selling, granting any participation in or otherwise distributing the same. Seller Parent understands agrees that the Stock Consideration has Issued Shares have not been registered under the Securities Act, by reason Act and that the Seller may not sell or dispose of any of the Issued Shares other than pursuant to a specific exemption registered offering or in a transaction exempt from the registration provisions requirements of the Securities Act. (b) The Seller acknowledges and agrees that, until such time as the Issued Shares may be sold pursuant to Rule 144 under the Securities Act which depends upon, among other thingswithout any restriction as to the number of securities as of a particular date that can then be immediately sold, the bona fide nature Issued Shares may bear a restrictive legend in substantially the following form: “The securities represented by this certificate have not been registered under the United States Securities Act of 1933, as amended (the investment intent “Act”), or under the securities laws of any other jurisdiction. The securities may not be sold, transferred or assigned in the absence of an effective registration statement for such securities under the Act and applicable state securities laws, or unless sold pursuant to Rule 144 under the accuracy of Seller Parent’s representations as expressed in this Section 4.23Act.” (c) The Seller Parent understands acknowledges and agrees that the Stock Consideration is characterized as “restricted securities” under Issued Shares are being offered and sold to it in reliance upon specific exemptions from the U.S. federal registration requirements of the Securities Act, the rules and regulations promulgated thereunder and state securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws the Purchaser is relying upon the truth and applicable regulations accuracy of, and the Stock Consideration may be resold without registration under Seller’s compliance with, the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely unless a sale representations, warranties, agreements, acknowledgements and undertakings of the Stock Consideration is subsequently registered under Seller set forth herein in order to determine the Securities Act or an exemption from availability of such registration is available. Seller Parent is aware exemptions and the eligibility of the provisions of Rule 144 promulgated under Seller to acquire the Securities Act which permit limited resale of shares purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject to the satisfaction of certain conditions. Seller Parent is aware that the Stock Consideration is subject to restrictions on resale under Israeli securities lawsIssued Shares.

Securities Matters. (ai) Seller Parent Licensor acknowledges its understanding that the issuance of the Consideration Shares hereunder is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). In furtherance thereof, each of Licensor hereby jointly and severally represents and warrants to the Licensee that it is an “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations under the Securities Act. Licensor is acquiring the Consideration Shares for its own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in such shares or any portion thereof. Each Licensor has the financial ability to bear the economic risk of its investment. Each Licensor has such knowledge, sophistication knowledge and experience in financial and business matters that it is as to be capable of evaluating the merits and risks of the receipt prospective investment in the shares being issued to it hereunder. Each Licensor has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning the issuance of the Stock Consideration shares, Licensee, and of protecting its interests in connection herewith. Seller Parent has all other information to the ability to bear the economic risk of this investment, including complete loss of the investmentextent Licensee possesses such information or can acquire it without unreasonable effort or expense. (bii) Seller Parent is acquiring the Stock Consideration for investment 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 present intention of selling, granting any participation in or otherwise distributing the same. Seller Parent Licensor understands that the Stock Consideration has Shares will not be registered under the Securities Act or the securities laws of any state thereof, nor is such registration contemplated. Licensor understands and agrees further that such shares must be held and may not be transferred until and unless the shares are registered under the Securities Act and the securities laws of any other jurisdiction or an exemption from registration under the Securities Act and any applicable laws is available. Licensor understands that legends stating that the shares have not been registered under the Securities Act, by reason Act and the securities laws of a specific exemption from any other jurisdiction and setting out or referring to the registration provisions restrictions on the transferability and resale of the Securities Act which depends upon, among other things, shares will be placed on all documents evidencing the bona fide nature of the investment intent and the accuracy of Seller Parent’s representations as expressed in this Section 4.23shares. (c) Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Buyer Parent in a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Seller Parent acknowledges that the Stock Consideration must be held indefinitely unless a sale of the Stock Consideration is subsequently registered under the Securities Act or an exemption from such registration is available. Seller Parent is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement or shares owned by certain Persons associated with Buyer Parent subject to the satisfaction of certain conditions. Seller Parent is aware that the Stock Consideration is subject to restrictions on resale under Israeli securities laws.

Securities Matters. (a) Seller Parent The Lender is purchasing the Debentures and Warrants as principal for its own account, not for the benefit of any other Person, for investment only and not with a view to the resale or distribution of any part thereof. (b) The Lender is an “accredited investor” as defined in NI 45-106, and has so indicated by checking the box opposite the appropriate category on Schedule “A” attached hereto which so describes it and acknowledges that by signing this Agreement it is certifying that the statements made by checking the appropriate accredited investor category are true. (c) The Lender is a U.S. Accredited Investor and is acquiring the Debentures and Warrants for its own account, and for investment and not with a view to any resale, distribution or other disposition of the Debentures, Warrants, or Shares in violation of United States federal or state securities Laws and the Lender has so indicated by checking the appropriate category on Schedule “B” attached hereto which so describes it and acknowledges that by signing this Agreement it is certifying that the statements made by checking the appropriate U.S. Accredited Investor category are true. Notwithstanding the foregoing, if the Lender is not a U.S. Person, is not acting for the account of a U.S. Person or a person in the United States, and was not in the United States at the time the Lender received any offer of Debentures or Warrants or at the time it executed this Agreement, the foregoing sentence shall not apply and instead, such Lender hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with the transactions contemplated by this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Debentures and Warrants, (ii) any foreign exchange restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained, and that its purchase of the Debentures and Warrants will not violate any applicable securities or other laws of the Lender’s jurisdiction. (d) In the case of a subscription for the Debentures as trustee or agent, the Lender is the duly authorized trustee or agent of the disclosed beneficial purchaser with due and proper power and authority to execute and deliver, on behalf of each such beneficial purchaser, the Transaction Agreements, to agree to the terms and conditions herein and therein set out and to make the representations, warranties, acknowledgements and covenants herein and therein contained, all as if each such beneficial purchaser were the purchaser and the Lender’s actions as trustee or agent are in compliance with applicable Law and the Lender and each beneficial purchaser acknowledges that the Company is required by Law to disclose to certain regulatory authorities the identity of each beneficial purchaser of Debentures for whom it may be acting. (e) The Lender acknowledges that none of the Debentures, the Warrants, and the Warrant Shares issuable upon exercise of the Warrants, have been or will be registered under the U.S. Securities Act or any applicable state securities laws and the contemplated sale to, or for the account or benefit of, persons in the United States and U.S. Persons is being made in reliance on a private placement exemption to U.S. Accredited Investors provided under Rule 506(b) of Regulation D and similar exemptions under applicable state securities laws. Accordingly, the Debenture and Warrants, and the Warrant Shares issuable upon exercise of the Warrants, will be “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 Lender understands that the Debentures, Warrants and Warrant Shares will each contain a legend in respect of such restrictions. (f) The Lender acknowledges that if it (or any beneficial purchaser on whose behalf it is acting) decides to offer, sell, pledge or otherwise transfer any of the Debentures, Warrants or Warrant Shares, such securities may be offered, sold, pledged, or otherwise transferred only (i) to the Company, (ii) outside the United States in compliance with Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations, or (iii) pursuant to an exemption from registration under the U.S. Securities Act provided by (A) Rule 144 thereunder, if available, or (B) Rule 144A thereunder, if available, and, in each case, in compliance with any applicable state securities laws, or (iv) pursuant to another exemption from registration under the U.S. Securities Act and applicable state securities laws, provided that, in the case of (iii)(A) and (iv) above, an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company is provided to the effect that such transfer does not require registration under the U.S. Securities Act or any applicable state securities laws, and covenants that it (and any beneficial purchaser for whom it is acting) will not offer or sell the Debenture, the Warrants, Exchange Warrants or any Warrant Shares, to, or for the account or benefit of, any person in the United States or a U.S. Person except as set out above. (g) The Lender acknowledges that the Company has determined that it ceased to qualify as a Foreign Private Issuer as of June 28, 2019 (being the last business day of the second fiscal quarter of the fiscal year ended December 31, 2019), and ceased to be eligible to rely on the rules and forms available to Foreign Private Issuers on December 31, 2019. As such, until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, the certificates representing the Debentures and Warrants, and the Warrant Shares, and all certificates issued in exchange or in substitution thereof, shall bear the following legend (in addition to the legends provided in Article 9): “THE SECURITIES REPRESENTED HEREBY [FOR WARRANTS ADD: AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION OR EXCLUSION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. [FOR DEBENTURES, WARRANTS OR WARRANT SHARES ISSUED IN AN OFFSHORE TRANSACTION IN RELIANCE ON REGULATION S, ADD: FURTHERMORE, THE SECURITIES REPRESENTED BY THIS CERTIFICATE CANNOT BE THE SUBJECT OF HEDGING TRANSACTIONS UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE U.S. SECURITIES ACT.] [FOR WARRANT SHARES ADD: THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT “GOOD DELIVERY” OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE.]” provided, that if the Warrant Shares are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S, and the Warrant Shares were acquired when the Company qualified as a Foreign Private Issuer, the legend set forth above may be removed by providing a declaration to the registrar and transfer agent of the Company, as set forth in Schedule “C” attached hereto (or in such other form as the Company may prescribe from time to time); and provided, further, that, if the Warrant Shares are being sold otherwise than in accordance with Rule 904 of Regulation S and other than to the Company, the legend may be removed by delivery to the registrar and transfer agent and the Company of an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws. (h) The Lender acknowledges that: (i) the Company may not have re-qualified as a Foreign Private Issuer at the time of exercise of any Warrants; (ii) Rule 905 of Regulation S provides in substance that any “restricted securities” that are equity securities of a U.S. domestic issuer (including an issuer that, like the Company, no longer qualifies as a Foreign Private Issuer) will continue to be deemed to be restricted securities notwithstanding that they were acquired in a resale transaction pursuant to Rule 901 or 904 of Regulation S, and, as interpreted by Staff at the SEC, Rule 905 applies to equity securities that, at the time of issuance, were those of a U.S. domestic issuer; and (iii) by operation of Rule 905 of Regulation S, any Warrant Shares that are resold outside the United States in compliance with the requirements of Rule 901 or Rule 904 of Regulation S will continue to be “restricted securities” and will continue to be subject to the requirement that they be represented by a physical certificate or other instrument imprinted with a U.S. restrictive legend. (i) The Lender acknowledges that until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, the certificate representing the Warrants, and all certificates issued in exchange or in substitution thereof, shall bear the following legends (in addition to the legends provided in Section 5.4(g) and Article 9): “THESE WARRANTS MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THESE WARRANTS HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.” (j) The delivery of this Agreement, the acceptance of it by the Company and the issuance of the Debentures (or any underlying securities issuable upon exercise thereof), to the Lender complies with all applicable Laws of the Lender’s domicile and all other applicable Laws and will not cause the Company to become subject to or comply with any disclosure, prospectus or reporting requirements under any such applicable Laws. (k) The Lender acknowledges and agrees that it has been notified by the Company (i) of the delivery to the OSC of personal information pertaining to the Lender including, without limitation, the full name, address and telephone number of the Lender, the number and type of securities purchased and the total purchase price paid in respect of the Debentures and Warrants, (ii) that this information is being collected indirectly by the OSC under the authority granted to it in 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 the Director of Corporate Finance, the Ontario Securities Commission, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, Telephone: (▇▇▇) ▇▇▇-▇▇▇▇, Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇, and (v) the Lender hereby authorizes the indirect collection of the information by the OSC. (l) The Lender acknowledges and agrees that: (i) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Debentures, Warrants, Exchange Warrants, Shares or Warrants Shares; (ii) there are risks associated with the purchase of the Debentures and Warrants, and each Lender has such knowledge, sophistication and experience knowledge in financial and business matters that it is affairs as to be capable of evaluating the merits and risks of the receipt of the Stock Consideration its investment and of protecting its interests in connection herewith. Seller Parent has the ability it is able to bear the economic risk of this investment, including complete loss of the its investment.; (biii) Seller Parent is acquiring the Stock Consideration Debentures and Warrants are being offered for investment for its own accountsale only on a “private placement” basis and that the sale and delivery of the Debentures and Warrants are conditional upon such sale being exempt from the requirements as to the filing of a prospectus or delivery of an offering memorandum or upon the issuance of such orders, not consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum and, as a nominee or agentconsequence (i) it is restricted from using most of the civil remedies available under applicable securities laws; (ii) it may not receive information that would otherwise be required to be provided to it under applicable securities laws; and (iii) the Company is relieved from certain obligations that would otherwise apply under applicable securities laws; (iv) the Company has advised the Lender, and not with a view to, or for resale in connection with, any distribution thereof, and has no present intention of selling, granting any participation in or otherwise distributing the same. Seller Parent understands that the Stock Consideration has not been registered under the Securities Act, by reason of a specific Company is relying on an exemption from the registration provisions of requirements to provide the Securities Act which depends upon, among other things, the bona fide nature of the investment intent Lender with a prospectus and the accuracy of Seller Parent’s representations as expressed in this Section 4.23. (c) Seller Parent understands that the Stock Consideration is characterized as “restricted securities” under the U.S. federal to sell securities laws inasmuch as they are being acquired from Buyer Parent in through a transaction not involving a public offering and that under such laws and applicable regulations the Stock Consideration may be resold without registration person or company registered to sell securities under the Securities Act only in (Ontario) and other applicable securities laws and, as a consequence of acquiring the Debentures and Warrants pursuant to this exemption, certain limited circumstancesprotections, 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; (v) the Transaction Agreements require it to provide certain Personal Information to the Company. Seller Parent acknowledges that Such information is being collected and will be used by the Stock Consideration must be held indefinitely unless a Company for the purposes of completing the proposed issuance and sale of the Stock Consideration is subsequently registered Debentures and Warrants, which includes, without limitation, determining the Lender’s eligibility to purchase such securities under applicable Laws and preparing and registering certificates representing the Securities Act or an exemption from such registration is availableDebentures and Warrants, and the underlying securities issuable upon exercise thereof. Seller Parent is aware The Lender agrees that its Personal Information may be disclosed by the Company to: (a) applicable securities regulatory authorities, (b) the Company’s registrar and transfer agent, if any, and (c) any of the provisions other parties involved in the proposed transaction, including legal counsel, and may be included in record books in connection with the transaction. In addition, the Lender acknowledges, agrees and consents to the collection, use and disclosure of Rule 144 promulgated under Personal Information by the Securities Act which permit limited resale of shares purchased in a private placement Company for corporate finance and shareholder communication purposes or shares owned by certain Persons associated with Buyer Parent such other purposes as are necessary to the Company’s Business; and (vi) the Company is currently subject to a cease trade order (the satisfaction “Cease Trade Order”) issued by the Ontario Securities Commission on June 22, 2020 for failure to file certain financial statements and related periodic disclosure. As a result of certain conditions. Seller Parent is aware the Cease Trade Order, pursuant to Multilateral Instrument 11-103 – Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions, a person or company (including the Lender) must not trade in or purchase a security of the Company (or convert into a security of the Company) except in accordance with the conditions that are contained in the Stock Consideration is subject to restrictions on resale under Israeli securities laws.Cease Trade Order, for so long as the Cease Trade Order remains in effect..