Common use of Securities Matters Clause in Contracts

Securities Matters. i. Exemption and Limitation on Resale The offer and sale of the Securities by the Company to EMC is exempt from the Securities Act of 1933, as amended (“1933 Act”) and the Company has complied and will comply with all requirements of such exemption in all respects. Each certificate representing Securities shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” ii. Rule 144 and Resale. Upon EMC informing the Company in writing that it intends to sell or transfer all or any portion of the Securities that are eligible for resale under Rule 144 promulgated under the 1933 Act (including any Rule adopted in substitution or replacement thereof), the Company will allow such sale or transfer and not interfere in any way with such sale or transfer. In addition, the Company will certify in writing to any person at the request of EMC that the Company is in compliance with the Rule 144 current public information requirements to enable EMC to sell such person’s securities under Rule 144 [only if Rule 144 is available for the sale], and as may be applicable under the circumstances. If any certificate representing the Securities is presented to the Company’s transfer agent for registration or transfer in connection with any sales theretofore made in compliance with the securities laws, whether because the Securities are subject to an effective registration statement under the 1933 Act or are eligible for resale under Rule 144 [provided such certificate is duly endorsed for transfer by the appropriate person or accompanied by a separate stock power duly executed by the appropriate person in each case], the Company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such Securities to the transferee. All costs of such transfer shall be borne by the Company including the costs of any legal opinion. The Company shall fully comply with any and all federal or state securities laws, rules and regulations governing the issuance of any such Securities or the resale by EMC. iii. Obligation to satisfy Public Information. In order to satisfy the adequate public informational requirements of Rule 144, the Company will file all reports with the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has or will file with the Commission all reports required to be filed by it forthwith, and shall continue to file such reports with the Commission so long as required, but for a period of not less than three years; and such reports are or will be true and correct in every material respect.

Securities Matters. i. Exemption and Limitation on Resale (a) The offer and sale Common Stock of PocketSpec is registered pursuant to Section 12(g) of the Securities Exchange Act. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true and complete copies of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to the Company to EMC is exempt from transactions contemplated by this Agreement. (b) As of their respective dates, all of PocketSpec's reports, statements and other filings with the Securities Commission (the "SEC Documents") complied in all material respects with the requirements of the Act of 1933, or the Exchange Act as amended (“1933 Act”) the case may be and the Company has complied rules and will comply with all requirements of such exemption in all respects. Each certificate representing Securities shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” ii. Rule 144 and Resale. Upon EMC informing the Company in writing that it intends to sell or transfer all or any portion regulations of the Securities that are eligible for resale under Rule 144 Commission promulgated under the 1933 Act (including any Rule adopted in substitution or replacement thereof)thereunder and other federal, the Company will allow such sale or transfer state and not interfere in any way with such sale or transfer. In addition, the Company will certify in writing to any person at the request of EMC that the Company is in compliance with the Rule 144 current public information requirements to enable EMC to sell such person’s securities under Rule 144 [only if Rule 144 is available for the sale], and as may be applicable under the circumstances. If any certificate representing the Securities is presented to the Company’s transfer agent for registration or transfer in connection with any sales theretofore made in compliance with the securities laws, whether because the Securities are subject to an effective registration statement under the 1933 Act or are eligible for resale under Rule 144 [provided such certificate is duly endorsed for transfer by the appropriate person or accompanied by a separate stock power duly executed by the appropriate person in each case], the Company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such Securities to the transferee. All costs of such transfer shall be borne by the Company including the costs of any legal opinion. The Company shall fully comply with any and all federal or state securities local laws, rules and regulations governing applicable to such SEC Documents, and none of the issuance SEC Documents contained any untrue statement of any a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such Securities financial statements or the resale by EMCnotes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). iii. Obligation (c) The Exchange Stock to satisfy Public Information. In order be issued to satisfy the adequate public informational Members shall be and is exempt from the registration requirements of Rule 144, the Company will file all reports with the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the transfer of the Exchange Stock to the Members will not violate the anti-fraud provisions of the Securities Act and the exchange of securities provided for in Section 2.1 of this Agreement has or will file been consummated in conformity with the Commission all reports required to be filed by it forthwith, and shall continue to file such reports with the Commission so long as required, but for a period of not less than three years; and such reports are or will be true and correct in every material respectother applicable Legal Requirements.

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

Securities Matters. i. Exemption Subscriber understands, acknowledges, and Limitation on Resale The offer agrees that: (a) (i) the Subscriber Equity Consideration and sale of the Securities by offering relating to the Company to EMC is exempt from Subscriber Equity Consideration have not been registered under the Securities Act of 1933, as amended (the “1933 Securities Act”) and the Company has complied and will comply with all requirements of such exemption in all respects. Each certificate representing Securities shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWSor any state or other securities laws or substantially similar laws, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED(ii) based in part upon the representations made by Subscriber in this Agreement, UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCEthe Subscriber Equity Consideration will be issued in reliance upon an exemption from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(a)(2) and/or Regulation D thereof, SATISFACTORY TO THE COMPANY AND ITS COUNSEL(iii) the Subscriber Equity Consideration will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings, THAT SUCH REGISTRATION IS NOT REQUIRED.”and (iv) the Subscriber Equity Consideration will not have the protection of Section 11 of the Securities Act; ii. Rule 144 and Resale. Upon EMC informing the Company in writing (b) Subscriber’s financial condition is such that it intends can afford to sell or transfer all or any bear the economic risk of such investment in its respective portion of the Securities that are eligible for resale under Rule 144 promulgated Subscriber Equity Consideration indefinitely unless a subsequent disposition thereof is registered under the 1933 Securities Act and applicable state securities laws or is exempt therefrom; (including any Rule adopted in substitution or replacement thereof)c) such exemptions depend upon, among other things, the Company will allow such sale bona fide nature of the investment intent of Subscriber expressed herein; (d) no securities were offered or transfer and sold to Subscriber by means of any form of general solicitation or general advertising contemplated by Rule 502(c) under the Securities Act including, but not interfere limited to, any advertisement, article, leaflet, public promotional meeting, notice or other communication published in any way with such sale newspaper, magazine or transfer. In additionsimilar media or broadcast over television or radio or presented at any seminar or meeting or any other form of general public advertising or solicitation; (e) the Subscriber Equity Consideration offered hereby have not been approved, the Company will certify in writing to any person at the request of EMC that the Company is in compliance with the Rule 144 current public information requirements to enable EMC to sell such person’s securities under Rule 144 [only if Rule 144 is available for the sale], and as may be applicable under the circumstances. If any certificate representing the Securities is presented to the Company’s transfer agent for registration disapproved or transfer in connection with any sales theretofore made in compliance with the securities laws, whether because the Securities are subject to an effective registration statement under the 1933 Act or are eligible for resale under Rule 144 [provided such certificate is duly endorsed for transfer recommended by the appropriate person or accompanied by a separate stock power duly executed by the appropriate person in each case], the Company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such Securities to the transferee. All costs of such transfer shall be borne by the Company including the costs of any legal opinion. The Company shall fully comply with any and all federal or state securities laws, rules and regulations governing the issuance of any such Securities or the resale by EMC. iii. Obligation to satisfy Public Information. In order to satisfy the adequate public informational requirements of Rule 144, the Company will file all reports with the Securities and Exchange Commission (the “CommissionSEC”) or any state securities commission, nor has the SEC or any state securities commission passed upon the accuracy or adequacy of any representations by COZ or any other Person; (f) the statements that COZ or its Subsidiaries, and/or any of their respective successors or assigns have made, and the other information that Subscriber has received (including oral statements), include forward-looking statements about such Persons’ future business operations, financial projections, and other matters. Those statements speak only as of the date made, are not guarantees of future financial performance and involve known and unknown risks and other factors that could cause actual results to be materially different from any future results expressed or implied by those statements; (g) the Subscriber Equity Consideration (i) constitutes “Restricted Securities” within the meaning of Rule 144 under the Securities Act, (ii) is subject to restrictions on transferability and resale, and (iii) may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws, pursuant to Section 13 registration or exemption therefrom; (h) none of COZ or its Subsidiaries, and/or any of their respective successors or assigns is assuming any obligation to repurchase or to register the transfer of any portion of the Subscriber Equity Consideration under the Securities Exchange Act or under any state securities law; and (i) Subscriber will not sell or transfer any of 1934, as amended the Subscriber Equity Consideration unless (1) there is then in effect a registration statement under the “1934 Act”), Securities Act covering such proposed disposition and has or will file such disposition is made in accordance with such registration statement; or (2) such transfer is made in accordance with the Commission all reports required to be filed by it forthwith, terms and shall continue to file such reports with conditions of the Commission so long as required, but for a period of not less than three years; and such reports are or will be true and correct in every material respectCOZ LLC Agreement.

Securities Matters. i. Exemption Subscriber understands, acknowledges, and Limitation on Resale The offer agrees that: (a) (i) the Subscriber Equity Consideration and sale of the Securities by offering relating to the Company to EMC is exempt from Subscriber Equity Consideration have not been registered under the Securities Act of 1933, as amended (the “1933 Securities Act”) and the Company has complied and will comply with all requirements of such exemption in all respects. Each certificate representing Securities shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWSor any state or other securities laws or substantially similar laws, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED(ii) based in part upon the representations made by Subscriber in this Agreement, UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCEthe Subscriber Equity Consideration will be issued in reliance upon an exemption from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(a)(2) and/or Regulation D thereof, SATISFACTORY TO THE COMPANY AND ITS COUNSEL(iii) the Subscriber Equity Consideration will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings, THAT SUCH REGISTRATION IS NOT REQUIRED.”and (iv) the Subscriber Equity Consideration will not have the protection of Section 11 of the Securities Act; ii. Rule 144 and Resale. Upon EMC informing the Company in writing (b) Subscriber’s financial condition is such that it intends can afford to sell or transfer all or any bear the economic risk of such investment in its respective portion of the Securities that are eligible for resale under Rule 144 promulgated Subscriber Equity Consideration indefinitely unless a subsequent disposition thereof is registered under the 1933 Securities Act and applicable state securities laws or is exempt therefrom; (including any Rule adopted in substitution or replacement thereof)c) such exemptions depend upon, among other things, the Company will allow such sale bona fide nature of the investment intent of Subscriber expressed herein; (d) no securities were offered or transfer and sold to Subscriber by means of any form of general solicitation or general advertising contemplated by Rule 502(c) under the Securities Act including, but not interfere limited to, any advertisement, article, leaflet, public promotional meeting, notice or other communication published in any way with such sale newspaper, magazine or transfer. In additionsimilar media or broadcast over television or radio or presented at any seminar or meeting or any other form of general public advertising or solicitation; (e) the Subscriber Equity Consideration offered hereby have not been approved, the Company will certify in writing to any person at the request of EMC that the Company is in compliance with the Rule 144 current public information requirements to enable EMC to sell such person’s securities under Rule 144 [only if Rule 144 is available for the sale], and as may be applicable under the circumstances. If any certificate representing the Securities is presented to the Company’s transfer agent for registration disapproved or transfer in connection with any sales theretofore made in compliance with the securities laws, whether because the Securities are subject to an effective registration statement under the 1933 Act or are eligible for resale under Rule 144 [provided such certificate is duly endorsed for transfer recommended by the appropriate person or accompanied by a separate stock power duly executed by the appropriate person in each case], the Company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such Securities to the transferee. All costs of such transfer shall be borne by the Company including the costs of any legal opinion. The Company shall fully comply with any and all federal or state securities laws, rules and regulations governing the issuance of any such Securities or the resale by EMC. iii. Obligation to satisfy Public Information. In order to satisfy the adequate public informational requirements of Rule 144, the Company will file all reports with the Securities and Exchange Commission (the “CommissionSEC”) pursuant to Section 13 or any state securities commission, nor has the SEC or any state securities commission passed upon the accuracy or adequacy of any representations by WEPCO, WEPCO Holdings or any other Person; (f) the statements that WEPCO or its Subsidiaries, and/or any of their respective successors or assigns have made, and the other information that Subscriber has received (including oral statements), include forward-looking statements about such Persons’ future business operations, financial projections, and other matters. Those statements speak only as of the Securities Exchange Act date made, are not guarantees of 1934, as amended (the “1934 Act”), future financial performance and has or will file with the Commission all reports required involve known and unknown risks and other factors that could cause actual results to be filed materially different from any future results expressed or implied by it forthwiththose statements; (g) the Subscriber Equity Consideration (i) constitutes “Restricted Securities” within the meaning of Rule 144 under the Securities Act, (ii) is subject to restrictions on transferability and shall continue to file such reports with the Commission so long as requiredresale, but for a period of not less than three years; and such reports are or will be true and correct in every material respect.and

Securities Matters. i. Exemption and Limitation on Resale The offer and sale VII.1 Upon conversion of the Securities Note, the Conversion Stock, will be received by the Company to EMC is exempt from Lender for investment purposes for its own account, and not with the view to, or for resale in connection with, any distribution thereof. Lender understands that the Conversion Stock will not been registered under the Securities Act of 1933, as amended (“1933 the "Securities Act”) "), or under the securities laws of various states, by reason of a specified exemption from the registration provisions thereunder. VII.2 Lender acknowledges that the Conversion Stock may not be resold unless they are subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available. Lender has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act which permits limited resale of the securities purchased in a private placement subject to the satisfaction of certain conditions including, among other things, the availability of certain current public information about Borrower and compliance with applicable requirements regarding the holding period and the Company amount of securities to be sold and the manner of sale. VII.3 Lender has complied received and will comply with carefully reviewed (i) Borrower's Registration Statement on Form S-1, (ii) all requirements 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 exemption 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 respects. Each certificate representing Securities certificates for the Conversion Stock shall be stamped or otherwise imprinted with bear a legend in substantially the following form: “THE "THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND . THE SECURITIES MAY NOT BE SOLD OFFERED, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER DISPOSED OF WITHOUT SUCH ACT REGISTRATION OR UNLESS THE COMPANY HAS RECEIVED DELIVERY TO THE ISSUER OF AN OPINION OF COUNSEL OR OTHER EVIDENCECOUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSELISSUER, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION IS NOT REQUIREDOF SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.” ii. Rule 144 and Resale. Upon EMC informing the Company in writing that it intends to sell or transfer all or any portion of the Securities that are eligible for resale under Rule 144 promulgated under the 1933 Act (including any Rule adopted in substitution or replacement thereof), the Company will allow such sale or transfer and not interfere in any way with such sale or transfer. In addition, the Company will certify in writing to any person at the request of EMC that the Company is in compliance with the Rule 144 current public information requirements to enable EMC to sell such person’s securities under Rule 144 [only if Rule 144 is available for the sale], and as may be applicable under the circumstances. If any certificate representing the Securities is presented to the Company’s transfer agent for registration or transfer in connection with any sales theretofore made in compliance with the securities laws, whether because the Securities are subject to an effective registration statement under the 1933 Act or are eligible for resale under Rule 144 [provided such certificate is duly endorsed for transfer by the appropriate person or accompanied by a separate stock power duly executed by the appropriate person in each case], the Company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such Securities to the transferee. All costs of such transfer shall be borne by the Company including the costs of any legal opinion. The Company shall fully comply with any and all federal or state securities laws, rules and regulations governing the issuance of any such Securities or the resale by EMC. iii. Obligation to satisfy Public Information. In order to satisfy the adequate public informational requirements of Rule 144, the Company will file all reports with the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has or will file with the Commission all reports required to be filed by it forthwith, and shall continue to file such reports with the Commission so long as required, but for a period of not less than three years; and such reports are or will be true and correct in every material respect.

Securities Matters. i. Exemption (a) WYI is an “accredited investor” as such term is defined in Rule 501(a) promulgated under the Securities Act, and Limitation on Resale is financially able to hold the Stock Consideration to be received hereunder for long-term investment and to suffer a complete loss of such investment. The offer Stock Consideration to be received by WYI hereunder is being obtained by WYI for its own account for investment purposes, and sale not with a view to any distribution thereof 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 not relied on, any representation by the Company Buyer or any Affiliate or Representative of the Buyer with respect to EMC is exempt any aspect of the business or prospects of the Buyer or its subsidiaries, other than the representations and warranties of the Buyer hereunder. (c) WYI understands and acknowledges that the Stock Consideration to be received by it hereunder are “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Buyer in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act of 1933, as amended (“1933 Act”) and the Company has complied and will comply with all requirements of such exemption only in all respects. Each certificate representing Securities shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” ii. Rule 144 and Resale. Upon EMC informing the Company in writing that it intends to sell or transfer all or any portion of the Securities that are eligible for resale under Rule 144 promulgated under the 1933 Act (including any Rule adopted in substitution or replacement thereof), the Company will allow such sale or transfer and not interfere in any way with such sale or transfercertain limited circumstances. In addition, the Company will certify in writing to any person at the request of EMC WYI represents that the Company it is in compliance familiar with the Rule 144 current public information requirements to enable EMC to sell such person’s securities under Rule 144 [only if Rule 144 is available for the sale]Securities Act, as presently in effect, and as may be applicable under understands the circumstances. If any certificate representing resale limitations imposed thereby and by the Securities is presented to the Company’s transfer agent for registration or transfer in connection with any sales theretofore made in compliance with the securities laws, whether because the Securities are subject to an effective registration statement under the 1933 Act or are eligible for resale under Rule 144 [provided such certificate is duly endorsed for transfer by the appropriate person or accompanied by a separate stock power duly executed by the appropriate person in each case], the Company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such Securities to the transferee. All costs of such transfer shall be borne by the Company including the costs of any legal opinion. The Company shall fully comply with any and all federal or state securities laws, rules and regulations governing the issuance of any such Securities or the resale by EMCAct. iii. Obligation to satisfy Public Information. In order to satisfy the adequate public informational requirements of Rule 144, the Company will file all reports with the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has or will file with the Commission all reports required to be filed by it forthwith, and shall continue to file such reports with the Commission so long as required, but for a period of not less than three years; and such reports are or will be true and correct in every material respect.

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

Securities Matters. i. Exemption Except as set forth on SCHEDULE 3.37: (a) Such Shareholder has such knowledge and Limitation on Resale The offer experience in financial and sale business matters and such experience in evaluating and investing in companies such as TMP as to be capable of evaluating the Securities by merits and risks of an investment in the Company TMP Common Stock. Such Shareholder has the financial ability to EMC bear the economic risk of his investment in the TMP Common Stock being acquired hereunder, has adequate means for providing for his current needs and contingencies and has no need for liquidity with respect to his investment in TMP. (b) Such Shareholder is exempt from acquiring the TMP Shares for his own account, for investment purposes only, and not with the view to, or for resale in connection with, any distribution thereof. Such Shareholder understands that the TMP Shares have not been registered under the Securities Act of 1933, as amended (“1933 Act”the "SECURITIES ACT"), or under the securities laws of various states, by reason of a specified exemption from the registration provisions thereunder which depends upon, among other things, the bona fide nature of such Shareholder's investment intent as expressed herein. Such Shareholder acknowledges that his representations and warranties contained herein are being relied upon by TMP as a basis for the exemption of the issuance of the TMP Common Stock hereunder from the registration requirements of the Securities Act and any applicable state securities laws. (c) Such Shareholder acknowledges that the TMP Shares must be held indefinitely unless they are subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available. Such Shareholder has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act which permits limited resale of the securities purchased in a private placement subject to the satisfaction of certain conditions including, among other things, the availability of certain current public information about TMP and compliance with applicable requirements regarding the holding period and the amount of securities to be sold and the manner of sale. Such Shareholder understands that only TMP can take action to register the TMP Shares. (d) Such Shareholder has relied upon independent investigations made by such Shareholder and is fully familiar with the business, results of operations, financial condition, prospects and other affairs of TMP and realizes the TMP Shares are a speculative investment involving a high degree of risk for which there is no assurance of any return. Such Shareholder has, among other things, accessed and carefully reviewed (i) TMP's Annual Report on Form 10-K for the year ended December 31, 1999, (ii) TMP's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000 and June 30, 2000, (iii) TMP's Proxy Statement dated May 19, 2000, (iv) TMP's Registration Statement on Form S-1 (SEC file number 333-41996) and all amendments thereto, (v) TMP's current Reports on Form 8-K filed in 2000, and (vi) all other information filed by TMP pursuant to the Company Securities Act or the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") since January 1, 2000. Such Shareholder acknowledges that in connection with the Merger, neither TMP nor anyone acting on its behalf or any other person has complied made, and will comply such Shareholder is not relying upon, any representations, statements or projections concerning TMP, its present or projected results of operations, financial condition, prospects, present or future plans, acquisition plans, products and services, or the value of the TMP Shares or TMP's business or any other matter in relation to TMP's business or affairs. Such Shareholder has had an opportunity to discuss TMP's business, management, financial affairs and acquisition plans with all requirements TMP's management, to review TMP's facilities, and to obtain such additional information concerning such Shareholder's investment in the TMP Shares in order for such Shareholder to evaluate its merits and risks, and such Shareholder has determined that the TMP Shares are a suitable investment for such Shareholder and that at this time such Shareholder could bear a complete loss of his investment. (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 Merger Documents or the adequacy of the disclosure of the exhibits and schedules hereto or thereto and such Shareholder must forego the security, if any, that such a review would provide. (f) Such Shareholder understand and acknowledge that neither the IRS nor any other tax authority has been asked to rule on the tax consequences of the Merger or by the Merger Documents and, accordingly, in making his decision to acquire the TMP Shares such Shareholder has relied upon the investigations of such exemption Shareholder's own tax and business advisers in addition to such Shareholder's own independent investigations, and that such Shareholder and such Shareholder's advisers have fully considered all respects. Each certificate representing the tax consequences of such Shareholder's acquisition of the TMP Shares. (g) Except as set forth on SCHEDULE A, such Shareholder is an "ACCREDITED INVESTOR" as that term is defined in Rule 501(a) of Regulation D under the Securities Act by reason of being a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. (h) Such Shareholder understands that all certificates for the TMP Shares issued to the Shareholders shall be stamped or otherwise imprinted with bear a legend in substantially the following form: “THE "THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND . THE SECURITIES MAY NOT BE SOLD OFFERED, SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER DISPOSED OF WITHOUT SUCH ACT REGISTRATION OR UNLESS THE COMPANY HAS RECEIVED DELIVERY TO THE ISSUER OF AN OPINION OF COUNSEL OR OTHER EVIDENCECOUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSELISSUER, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION IS NOT REQUIREDOF SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.” ii. Rule 144 and Resale. Upon EMC informing the Company in writing that it intends to sell or transfer all or any portion of the Securities that are eligible for resale under Rule 144 promulgated under the 1933 Act (including any Rule adopted in substitution or replacement thereof), the Company will allow such sale or transfer and not interfere in any way with such sale or transfer. In addition, the Company will certify in writing to any person at the request of EMC that the Company is in compliance with the Rule 144 current public information requirements to enable EMC to sell such person’s securities under Rule 144 [only if Rule 144 is available for the sale], and as may be applicable under the circumstances. If any certificate representing the Securities is presented to the Company’s transfer agent for registration or transfer in connection with any sales theretofore made in compliance with the securities laws, whether because the Securities are subject to an effective registration statement under the 1933 Act or are eligible for resale under Rule 144 [provided such certificate is duly endorsed for transfer by the appropriate person or accompanied by a separate stock power duly executed by the appropriate person in each case], the Company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such Securities to the transferee. All costs of such transfer shall be borne by the Company including the costs of any legal opinion. The Company shall fully comply with any and all federal or state securities laws, rules and regulations governing the issuance of any such Securities or the resale by EMC. iii. Obligation to satisfy Public Information. In order to satisfy the adequate public informational requirements of Rule 144, the Company will file all reports with the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has or will file with the Commission all reports required to be filed by it forthwith, and shall continue to file such reports with the Commission so long as required, but for a period of not less than three years; and such reports are or will be true and correct in every material respect."

Securities Matters. i. Exemption (a) The Company has prepared and Limitation on Resale The offer and sale filed in conformity with the requirements of the Securities by the Company to EMC is exempt from the Securities Act of 1933, as amended (“1933 Act”) and the Company has complied and will comply with all requirements of such exemption in all respects. Each certificate representing Securities shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” ii. Rule 144 and Resale. Upon EMC informing the Company in writing that it intends to sell or transfer all or any portion of the Securities that are eligible for resale under Rule 144 promulgated under the 1933 Act (including any Rule adopted in substitution or replacement thereof), the Company will allow such sale or transfer and not interfere in any way with such sale or transfer. In addition, the Company will certify in writing to any person at the request of EMC that the Company is in compliance with the Rule 144 current public information requirements to enable EMC to sell such person’s securities under Rule 144 [only if Rule 144 is available for the sale], and as may be applicable under the circumstances. If any certificate representing the Securities is presented to the Company’s transfer agent for registration or transfer in connection with any sales theretofore made in compliance with the securities laws, whether because the Securities are subject to an effective registration statement under the 1933 Act or are eligible for resale under Rule 144 [provided such certificate is duly endorsed for transfer by the appropriate person or accompanied by a separate stock power duly executed by the appropriate person in each case], the Company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such Securities to the transferee. All costs of such transfer shall be borne by the Company including the costs of any legal opinion. The Company shall fully comply with any and all federal or state securities laws, published rules and regulations governing thereunder (the issuance of any such Securities or the resale “Rules and Regulations”) adopted by EMC. iii. Obligation to satisfy Public Information. In order to satisfy the adequate public informational requirements of Rule 144, the Company will file all reports with the Securities and Exchange Commission (the “Commission”) a “shelf” Registration Statement (as hereinafter defined) on Form S-3 (File No. 333-176672), which became effective as of October 7, 2011 (the “Effective Date”), including the Base Prospectus, and such amendments and supplements thereto as may have been required up to the date of this Agreement. The term “Registration Statement” as used in this Agreement means the registration statement (including all exhibits, financial schedules and all documents and information deemed to be a part of the Registration Statement pursuant to Section 13 Rule 430B of the Rules and Regulations), as amended and/or supplemented to the date of this Agreement, including the Base Prospectus. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. (b) At the time the Registration Statement and at the date of this Agreement, the Registration Statement (including documents incorporated by reference therein) and any amendments thereto filed as of the applicable time, conformed and will conform in all material respects to the requirements of the Securities Exchange Act and did not and will not contain any untrue statement of 1934, as amended (the “1934 Act”), and has a material fact or will file with the Commission all reports omit to state any material fact required to be filed by it forthwithstated therein or necessary to make the statements therein not misleading. (c) At the date of this Agreement, the Prospectus conformed in all material respects to the requirements of the Securities Act and shall continue the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to file such reports with state a material fact necessary in order to make the Commission so long as requiredstatements therein, but for a period in light of the circumstances under which they were made, not less than three years; and such reports are or will be true and correct in every material respectmisleading.

Securities Matters. i. Exemption (a) Such PURO Member that acquires Equity Merger Consideration under this Agreement is doing so for investment and Limitation on Resale The offer 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 in violation of the Securities Act, this Agreement, or any other Applicable Law. Such PURO Member understands that the Equity Merger Consideration issued under this Agreement have not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such PURO Member’s representations as expressed in this Section 4.6. (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) 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 Equity Merger Consideration issued under this Agreement are characterized as “restricted securities” under Applicable Law inasmuch as they are being acquired from the Parent in a transaction not involving a public offering and that under such Applicable Law, the Equity Merger Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Such PURO Member acknowledges that the Equity Merger Consideration must be held indefinitely unless a sale of the Securities by the Company to EMC Equity Merger Consideration is exempt from subsequently registered under the Securities Act of 1933, as amended or an exemption from such registration is available. (“1933 Act”f) Such PURO Member that acquires Equity Merger Consideration under this Agreement understands and the Company has complied and will comply with all requirements of such exemption in all respects. Each agrees that each book-entry record or certificate representing Securities the Equity Merger Consideration, any securities issued in respect thereof or exchange therefor shall be stamped or otherwise imprinted with bear a legend in substantially the following formform (in addition to any other legend required under Applicable Law) so long as such a legend is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” ii. Rule 144 and Resale. Upon EMC informing (g) Such PURO Member that acquires Equity Merger Consideration under this Agreement has had the Company in writing that it intends opportunity to sell or transfer all or any portion consult its own Tax advisors with respect to the Tax consequences to such PURO Member of the Securities purchase, receipt, or ownership of the Equity Merger Consideration, including the Tax consequences under Applicable Law. Such PURO Member acknowledges that are eligible for resale 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 Rule 144 promulgated 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 1933 Act (including any Rule adopted in substitution or replacement thereof), the Company will allow such sale or transfer and not interfere in any way with such sale or transfer. In addition, the Company will certify in writing to any person at the request Applicable Law of EMC that the Company is in compliance with the Rule 144 current public information requirements to enable EMC to sell such person’s securities under Rule 144 [only if Rule 144 is available for the sale], and as may be applicable under the circumstances. If any certificate representing the Securities is presented to the Company’s transfer agent for registration or transfer in connection with any sales theretofore made in compliance with the securities laws, whether because the Securities are subject to an effective registration statement under the 1933 Act or are eligible for resale under Rule 144 [provided such certificate is duly endorsed for transfer by the appropriate person or accompanied by a separate stock power duly executed by the appropriate person in each case], the Company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such Securities to the transferee. All costs jurisdiction of such transfer shall be borne by the Company including the costs of any legal opinion. The Company shall fully comply with any and all federal or state securities laws, rules and regulations governing the issuance of any such Securities or the resale by EMC. iii. Obligation to satisfy Public Information. In order to satisfy the adequate public informational requirements of Rule 144, the Company will file all reports with the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934formation, as amended (reflected in the “1934 Act”), and has or will file with the Commission all reports required to be filed by it forthwith, and shall continue to file such reports with the Commission so long as required, but for a period records of not less than three years; and such reports are or will be true and correct in every material respectPURO.

Securities Matters. i. Exemption and Limitation on Resale 4.2.7.1 The offer and sale Purchaser is a reporting issuer or the equivalent in good standing in all of the Securities by the Company to EMC jurisdictions where this is exempt from the Securities Act of 1933, as amended (“1933 Act”) required in accordance with all applicable securities laws in each such jurisdiction and the Company has complied respective rules, regulations, prescribed forms, blanket orders and will comply blanket rulings under such laws together with all requirements of such exemption in all respects. Each certificate representing Securities shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933applicable published policies, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” ii. Rule 144 policy statements and Resale. Upon EMC informing the Company in writing that it intends to sell or transfer all or any portion notices of the Securities that are eligible for resale under Rule 144 promulgated under the 1933 Act (including any Rule adopted securities regulatory authorities in substitution or replacement thereof), the Company will allow such sale or transfer and not interfere in any way with such sale or transfer. In addition, the Company will certify in writing to any person at the request of EMC that the Company is in compliance with the Rule 144 current public information requirements to enable EMC to sell such person’s securities under Rule 144 [only if Rule 144 is available for the sale], and as may be applicable under the circumstances. If any certificate representing the Securities is presented to the Company’s transfer agent for registration or transfer in connection with any sales theretofore made in compliance with the securities laws, whether because the Securities are subject to an effective registration statement under the 1933 Act or are eligible for resale under Rule 144 [provided such certificate is duly endorsed for transfer by the appropriate person or accompanied by a separate stock power duly executed by the appropriate person in each case], the Company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such Securities to the transferee. All costs of such transfer shall be borne by the Company including the costs of any legal opinion. The Company shall fully comply with any and all federal or state securities laws, rules and regulations governing the issuance of any such Securities or the resale by EMC. iii. Obligation to satisfy Public Information. In order to satisfy the adequate public informational requirements of Rule 144, the Company will file all reports with the Securities and Exchange Commission jurisdiction (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “1934 ActLaws”), and no securities commission, stock exchange or similar authority in any such jurisdiction (the “Securities Regulators”) has issued any order preventing or will file suspending the distribution of Purchaser Shares, nor instituted proceedings for that purpose or any other purposes and, to the knowledge of the Purchaser, no such proceedings are pending or contemplated; the Purchaser is in compliance, in all material respects, with all of its applicable continuous disclosure obligations under the Commission Securities Laws; 4.2.7.2 the Purchaser has filed all reports documents required to be filed by it forthwithwith the Securities Regulators under applicable Securities Laws, and shall continue to file such reports no document has been filed on a confidential basis with the Commission so long as required, but for a period of not less Securities Regulators that remains confidential at the date hereof other than three years; in connection with the Purchaser’s Equity Financing. All information and such reports are or will be statements contained in the documents filed in accordance with applicable Securities Laws (the “Filings”) were true and correct as at the date of the Filings; 4.2.7.3 no material fact or information has been omitted from the Filings which is required to be stated therein or is necessary to make the statements or information contained therein not misleading in every light of the circumstances under which they were made; and 4.2.7.4 except as has been disclosed in the Filings, there has been no material respectadverse change (actual, anticipated, contemplated or threatened) in the business, affairs, operations, assets, liabilities (contingent or otherwise), capital or ownership of the Purchaser since the end of its last completed fiscal years for which financial statements have been reported on by its auditors and filed with the Securities Regulators.

Securities Matters. i. Exemption and Limitation on Resale The offer and sale (a) In the case of a subscription for the Secured Debentures as trustee or agent, such Secured Lender is the duly authorized trustee or agent of the disclosed beneficial purchaser with due and proper power and authority to 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 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 each beneficial purchaser of Secured Debentures for whom it may be acting. (b) 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 Company or Issuer, the Secured Debentures may be deemed “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act, and therefore may not be offered or sold by it, directly or indirectly, in the United States without registration under United States securities Laws, except in limited circumstances, and the Secured Lender understands that the Secured Debentures may each contain a legend in respect of such restrictions. (c) The delivery of this Agreement, the acceptance of it by the Parent Company and the Issuer and the issuance of the Secured Debentures to EMC 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 exempt 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 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 through a person or company registered to sell securities under the Securities Act of 1933(Ontario) and other applicable securities laws and, as amended a consequence of acquiring the Secured Debentures pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (“1933 Act”Ontario) and other applicable securities Laws, including statutory rights of rescission or damages, will not be available to them; and (ii) the Company has complied Transaction Agreements require it to provide certain Personal Information to the Parent Company. Such information is being collected and will comply with all requirements be used by the Parent Company for the purposes of such exemption in all respects. Each certificate representing Securities shall be stamped or otherwise imprinted with a legend in substantially completing the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” ii. Rule 144 and Resale. Upon EMC informing the Company in writing that it intends to sell or transfer all or any portion proposed issuance of the Securities 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 are eligible for resale under Rule 144 promulgated under its Personal Information may be disclosed by the 1933 Act Parent Company to: (A) applicable securities regulatory authorities, (B) the Parent Company’s registrar and transfer agent, if any, and (C) any of the other parties involved in the proposed transaction, including any Rule adopted legal counsel, and may be included in substitution or replacement thereof), record books in connection with the Company will allow such sale or transfer and not interfere in any way with such sale or transfertransaction. In addition, the Company will certify in writing to any person at the request of EMC that the Company is in compliance with the Rule 144 current public information requirements to enable EMC to sell such person’s securities under Rule 144 [only if Rule 144 is available for the sale]Secured Lender acknowledges, agrees and as may be applicable under the circumstances. If any certificate representing the Securities is presented consents to the collection, use and disclosure of Personal Information by the Parent Company for corporate finance and shareholder communication purposes or such other purposes as are necessary to the Parent Company’s transfer agent for registration or transfer in connection with any sales theretofore made in compliance with the securities laws, whether because the Securities are subject to an effective registration statement under the 1933 Act or are eligible for resale under Rule 144 [provided such certificate is duly endorsed for transfer by the appropriate person or accompanied by a separate stock power duly executed by the appropriate person in each case], the Company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such Securities to the transferee. All costs of such transfer shall be borne by the Company including the costs of any legal opinion. The Company shall fully comply with any and all federal or state securities laws, rules and regulations governing the issuance of any such Securities or the resale by EMCBusiness. iii. Obligation to satisfy Public Information. In order to satisfy the adequate public informational requirements of Rule 144, the Company will file all reports with the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has or will file with the Commission all reports required to be filed by it forthwith, and shall continue to file such reports with the Commission so long as required, but for a period of not less than three years; and such reports are or will be true and correct in every material respect.

Securities Matters. i. Exemption (a) The Company is a “reporting issuer” and Limitation not on Resale the list of reporting issuers in default under applicable Canadian provincial Securities Laws in the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Island and Newfoundland. The offer and sale of the Securities by the Company to EMC is exempt from the Securities Act of 1933, as amended (“1933 Act”) Common Shares and the Company has complied Warrants are listed on, and will comply with all requirements of such exemption in all respects. Each certificate representing Securities shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” ii. Rule 144 and Resale. Upon EMC informing the Company in writing that it intends to sell or transfer all or any portion of the Securities that are eligible for resale under Rule 144 promulgated under the 1933 Act (including any Rule adopted in substitution or replacement thereof), the Company will allow such sale or transfer and not interfere in any way with such sale or transfer. In addition, the Company will certify in writing to any person at the request of EMC that the Company is in material compliance with the Rule 144 current public information requirements rules and policies of, the TSX-V. (b) The Company is not subject to enable EMC to sell such person’s securities under Rule 144 [only if Rule 144 is available for any cease trade or other order of the sale]TSX-V or any Governmental Authority and, and as may be applicable under the circumstances. If any certificate representing the Securities is presented to the Knowledge of the Company’s transfer agent for registration , no investigation or transfer in connection with any sales theretofore made in compliance with the securities laws, whether because the Securities are subject to an effective registration statement under the 1933 Act or are eligible for resale under Rule 144 [provided such certificate is duly endorsed for transfer by the appropriate person or accompanied by a separate stock power duly executed by the appropriate person in each case], other Proceeding involving the Company will promptly instruct its transfer agent that may operate to allow such transfer and to issue one prevent or more new certificates representing such Securities to the transferee. All costs restrict trading of such transfer shall be borne by any securities of the Company including are currently in progress or pending before the costs of TSX-V or any legal opinion. Governmental Authority. (c) The Company shall fully comply with any and has filed all federal or state securities laws, rules and regulations governing the issuance of any such Securities or the resale by EMC. iii. Obligation to satisfy Public Information. In order to satisfy the adequate public informational requirements of Rule 144, documents in the Company will file all reports with the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has or will file with the Commission all reports Public Disclosure Record required to be filed by it forthwithin accordance with applicable Securities Laws with the Governmental Authorities or the TSX-V. All such documents and information comprising the Company Public Disclosure Record, as of their respective dates (and the dates of any amendments thereto): (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; and (ii) complied in all material respects with the requirements of applicable Securities Laws, and shall continue any amendments to file such reports the Company Public Disclosure Record required to be made have been filed on a timely basis with the Commission so long Governmental Authorities or the TSX-V. The Company has not filed any confidential material change report with any Governmental Authorities that at the date of this Agreement remains confidential. There has been no change in a material fact or a material change (as requiredthose terms are defined under the Securities Act) in any of the information contained in the Company Public Disclosure Record, but except for changes in material facts or material changes that are reflected in a period subsequently filed document included in the Company Public Disclosure Record. (d) As of the date hereof, the Company is a “foreign private issuer” as defined in Rule 405 under the 1933 Act. The Company is not less than three years; subject to the reporting requirements of Section 13 or 15(d) of the 1934 Act. (e) The Company is not registered, and such reports are is not required to be registered, as an open-end investment company, a closed-end investment company, a unit investment trust or will be true and correct in every material respecta face amount certificate company under the 1940 Act.

Securities Matters. i. Exemption (a) Vendor alone, or through its personal representative, has such knowledge and Limitation on Resale The offer experience in financial and sale business matters and such experience in evaluating and investing in companies such as the Purchaser as to be capable of evaluating the Securities by merits and risks of an investment in the Company Purchaser Shares. Vendor has the financial ability to EMC bear the economic risk of its investment in the Purchaser Shares being acquired hereunder, has adequate means for providing for its current needs and contingencies and has no need for liquidity with respect to its investment in the Purchaser Shares. (b) Vendor is exempt from acquiring the Securities Act of Purchaser Shares for its own account, for investment purposes only, and not with the view to, or for resale in connection with, any distribution thereof except in compliance with applicable securities laws. Vendor understands that the Purchaser Shares have not been registered under the UNITED STATES SECURITIES ACT OF 1933, as amended (“1933 the "SECURITIES ACT") or under the securities laws of various states, by reason of a specified exemption from the registration or prospectus provisions thereunder which depends upon, among other things, the bona fide nature of the Vendor's investment intent as expressed herein. Vendor acknowledges that its representations and warranties contained herein are being relied upon by the Purchaser as a basis for the exemption of the issuance of the Purchaser Shares hereunder from the registration requirements of the Securities Act”. (c) Vendor acknowledges that the Purchaser Shares must be held indefinitely unless they are subsequently registered under the Securities Act or unless an exemption is available under the Securities Act, Vendor has been advised or is aware of: (A) the provisions of Rule 144 promulgated under the Securities Act which permits limited resale of the securities purchased in a private placement subject to the satisfaction of certain conditions including, among other things, the availability of certain current public information about Purchaser and compliance with applicable requirements regarding the holding period and the Company has complied amount of securities to be sold and the manner of sale and (B) Regulation S promulgated under the Securities Act or other applicable legislation which permits resale of the purchased securities in the United States or Canada subject to certain restrictions. Vendor understands that only the Purchaser can take action to register the Purchaser Shares. (d) Vendor acknowledges that the Purchaser Shares must also be held in accordance with applicable securities laws in Canada and the Vendor undertakes not to sell, transfer or assign the Purchaser Shares in contravention of the applicable laws in force in Canada. (e) Vendor has, among other things, carefully reviewed each Canadian Document provided to it prior to the date hereof, and will comply carefully review each Canadian Document (as defined in this Agreement) provided to it between the date hereof and the Closing Date. Vendor acknowledges that in connection with the transactions contemplated hereby, neither Purchaser nor anyone acting on its behalf or any other person has made, and such Vendor is not relying upon, any representations, statements or projections concerning Purchaser, its present or projected results of operations, financial condition, prospects, present or future plans, acquisition plans, products and services, or the value of the Purchaser Shares, Purchaser's business or any other matter in relation to Purchaser's business or affairs, except as otherwise set forth in ARTICLE 5 hereof and as disclosed in this Agreement and the Canadian Documents. Vendor or its representative has had an opportunity to discuss Purchaser's business, management, financial affairs and acquisition plans with its management, to review Purchaser's facilities, and to obtain such additional information concerning the Vendor's investment in the Purchaser Shares in order for such Shareholder to evaluate its merits and risks, and the Vendor has determined that the Purchaser Shares are a suitable investment for such Vendor and that at this time such Vendor could bear a complete loss of his or her investment. (f) Vendor is aware that no US or Canada 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 and such Vendor must forego the security, if any, that such a review would provide. (g) Vendor understands that all requirements of such exemption in all respects. Each certificate representing Securities certificates for the Purchaser Shares issued to Vendor shall be stamped or otherwise imprinted with bear a legend in substantially the following form: “THE "THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE “SECURITIES ACT”)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 U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” ii. Rule 144 and Resale. Upon EMC informing the Company in writing that it intends to sell or transfer all or any portion of the Securities that are eligible for resale under Rule 144 promulgated under the 1933 Act (including any Rule adopted in substitution or replacement thereof), the Company will allow such sale or transfer and not interfere in any way with such sale or transfer. In addition, the Company will certify in writing to any person at the request of EMC that the Company is in compliance with the Rule 144 current public information requirements to enable EMC to sell such person’s securities under Rule 144 [only if Rule 144 is available for the sale], and as may be applicable under the circumstances. If any certificate representing the Securities is presented to the Company’s transfer agent for registration or transfer in connection with any sales theretofore made in compliance with the securities laws, whether because the Securities are subject to an effective registration statement under the 1933 Act or are eligible for resale under Rule 144 [provided such certificate is duly endorsed for transfer by the appropriate person or accompanied by a separate stock power duly executed by the appropriate person in each case], the Company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such Securities to the transferee. All costs of such transfer shall be borne by the Company including the costs of any legal opinion. The Company shall fully comply with any and all federal or state securities laws, rules and regulations governing the issuance of any such Securities or the resale by EMC. iii. Obligation to satisfy Public Information. In order to satisfy the adequate public informational requirements of Rule 144, the Company will file all reports with the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has or will file with the Commission all reports required to be filed by it forthwith, and shall continue to file such reports with the Commission so long as required, but for a period of not less than three years; and such reports are or will be true and correct in every material respect."

Securities Matters. i. Exemption (a) The Parties hereto acknowledge and Limitation on Resale The offer and sale agree that the distribution of the FLRish Merger Consideration to holders of FLRish Common Shares will be subject to all applicable Canadian and United States securities Laws (the “Securities by the Company to EMC is exempt from the Securities Act of 1933, as amended (“1933 Act”) and the Company has complied and will comply with all requirements of such exemption in all respects. Each certificate representing Securities shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACTLaws”), OR ANY APPLICABLE STATE SECURITIES LAWSincluding, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERREDwithout limitation, UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCEthe restrictions on transfer set forth in the Securities Laws. Lineage and Merger Sub will, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” ii. Rule 144 and Resale. Upon EMC informing the Company in writing that it intends subject to sell or transfer all or any portion each of the Securities that are eligible for resale under Rule 144 promulgated under Conditions being satisfied by FLRish, issue and deliver the 1933 Act (including any Rule adopted in substitution or replacement thereof), the Company will allow such sale or transfer and not interfere in any way with such sale or transfer. In addition, the Company will certify in writing to any person at the request of EMC that the Company is in compliance with the Rule 144 current public information requirements to enable EMC to sell such person’s securities under Rule 144 [only if Rule 144 is available for the sale], and as may be applicable under the circumstances. If any certificate representing the Securities is presented FLRish Merger Consideration to the Company’s transfer agent for holders of FLRish Common Shares pursuant to exemptions from the prospectus filing, registration or transfer qualification requirements of Securities Laws and otherwise fulfill all legal requirements required to be fulfilled by Lineage in connection with any sales theretofore made in compliance with the securities laws, whether because issuance and delivery of the Securities are FLRish Merger Consideration. (b) The persons listed on Schedule 9.11 will enter into and be subject to into an effective registration statement under the 1933 Act or are eligible for resale under Rule 144 [provided such certificate is duly endorsed for transfer by the appropriate person or accompanied by a separate stock power duly executed by the appropriate person in each case], the Company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such Securities to the transferee. All costs of such transfer shall be borne by the Company including the costs of any legal opinion. The Company shall fully comply with any and all federal or state securities laws, rules and regulations governing the issuance of any such Securities or the resale by EMC. iii. Obligation to satisfy Public Information. In order to satisfy the adequate public informational requirements of Rule 144, the Company will file all reports with the Securities and Exchange Commission escrow agreement (the “CommissionEscrow Agreement”) pursuant in a form to Section 13 be agreed upon by FLRish and Lineage that provides for the escrow of the Securities Exchange Act shares held by such persons listed on Schedule 9.11 for an anticipated period of 1934thirty-six (36) months from the Closing, with 10% of such shares to be released on the date that the Subordinate Voting Shares commence trading on the CSE, followed by six subsequent releases of 15% of such escrowed shares every six (6) months thereafter, or such other escrow as amended is mutually agreed to by the parties. (c) Lineage agrees, subject to the “1934 Act”)Conditions being satisfied by FLRish, and has or that Lineage will file with the Commission all CSE any documents, reports and information, in the required form, required to be filed by it forthwithCSE requirements in connection with the Merger and the issuance of the FLRish Merger Consideration, together with any applicable filing fees and other materials. (d) The FLRish Merger Consideration received by holders of FLRish Common Shares may be subject to resale restrictions contained in the Securities Laws applicable to Lineage and the holders of FLRish Common Shares and any shares that are subject to tax withholding may bear an additional restrictive legend. (e) The certificates representing the Subordinate Voting Shares and the Multiple Voting Shares issued to US Persons will: (i) bear a U.S. restrictive legend set forth in Exhibit D hereto (the “Rule 144 Legend”), and shall continue (ii) will bear an additional restrictive legend requiring release by Resulting Issuer if such securities are subject to file such reports with tax withholding. Resulting Issuer will work to facilitate removal of the Commission so long as requiredlegends on a timely and commercially reasonable efforts basis. (f) In addition to the restrictive legends on the FLRish Merger Consideration, but for a period each of not less than three years; and such reports are or the holders of FLRish Common Shares will be true and correct in every material respectsubject to applicable Canadian securities law restrictions.

Securities Matters. i. Exemption (a) MedPartners and Limitation on Resale The offer Cardinal shall prepare and sale Cardinal shall distribute to the holders of Cardinal Shares an information package, including an Offering Circular and Proxy Statement (collectively, the Securities by "Information Package") designed to provide each shareholder with such information needed about this Plan of Merger and the Company Merger in order to EMC is exempt from qualify the private placement of MedPartners Shares into which the Cardinal Shares are to be converted pursuant to this Plan of Merger for the exemption under the Securities Act provided by Section 4(2). Cardinal shall provide MedPartners with such information and documentation as shall be reasonably requested by MedPartners in order to prepare the Information Package contemplated by this Section 6.4(a). (b) The information specifically designated as being supplied by Cardinal for inclusion in the Information Package shall not, at the time the Information Package is delivered to the shareholders of 1933Cardinal, at the time of the meeting of the Cardinal shareholders and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, not misleading. If at any time prior to the Effective Time any event or circumstance relating to Cardinal, or its officers or directors, should be discovered by Cardinal which should be set forth in an amendment or a supplement to the Information Package, Cardinal shall promptly inform MedPartners. (c) The information supplied by MedPartners for inclusion in the Information Package shall not, at the time the Information Package is delivered to the shareholder of Cardinal, at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, not misleading. If at any time prior to the Effective Time any event or circumstance relating to MedPartners, or its officers or Directors, should be discovered by MedPartners which should be set forth in an amendment or a supplement to the Information Package, MedPartners shall promptly inform Cardinal and shall promptly prepare and distribute such amendment or supplement to the Information Package. (d) Prior to the Closing Date, MedPartners shall cause, to the extent required, the shares of MedPartners Common Stock to be issued pursuant to the Merger to be registered or qualified under all applicable securities or Blue Sky laws of each of the states and territories of the United States, and to take any other actions which may be necessary to enable the MedPartners Common Stock to be issued pursuant to the Merger to be distributed in each such jurisdiction. (e) Prior to the Closing Date, MedPartners shall file a Subsequent Listing Application with the NYSE relating to the shares of MedPartners Common Stock to be issued in connection with the Merger, and shall cause such shares of MedPartners Common Stock to be listed on the NYSE, upon official notice of issuance, prior to the Closing Date. (f) Immediately after the Closing Date, MedPartners shall file with the SEC a Registration Statement on Form S-1, or on Form S-3 if then eligible (the "Shelf Registration"), as amended (“1933 Act”contemplated in Section 3(a) and the Company has complied and will comply with all requirements of such exemption in all respects. Each certificate representing Securities shall be stamped or otherwise imprinted with a legend Registration Rights Agreement, in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933form attached hereto as Exhibit 6.4(f). MedPartners shall use its reasonable best efforts to cause such Shelf Registration to be declared effective as soon as practicable thereafter. In connection with the Shelf Registration, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” ii. Rule 144 Cardinal shall and Resale. Upon EMC informing shall use its best effort to cause the Company holders of Cardinal Shares to provide all information regarding Cardinal and such holders as MedPartners shall reasonably require in writing that it intends to sell or transfer all or any portion the preparation of the Securities that are eligible for resale under Rule 144 promulgated under the 1933 Act (including any Rule adopted in substitution or replacement thereof), the Company will allow such sale or transfer and not interfere in any way with such sale or transfer. In addition, the Company will certify in writing to any person at the request of EMC that the Company is in compliance with the Rule 144 current public information requirements to enable EMC to sell such person’s securities under Rule 144 [only if Rule 144 is available for the sale], and as may be applicable under the circumstances. If any certificate representing the Securities is presented to the Company’s transfer agent for registration or transfer in connection with any sales theretofore made in compliance with the securities laws, whether because the Securities are subject to an effective registration statement under the 1933 Act or are eligible for resale under Rule 144 [provided such certificate is duly endorsed for transfer by the appropriate person or accompanied by a separate stock power duly executed by the appropriate person in each case], the Company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such Securities to the transferee. All costs of such transfer shall be borne by the Company including the costs of any legal opinion. The Company shall fully comply with any and all federal or state securities laws, rules and regulations governing the issuance of any such Securities or the resale by EMCShelf Registration. iii. Obligation to satisfy Public Information. In order to satisfy the adequate public informational requirements of Rule 144, the Company will file all reports with the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has or will file with the Commission all reports required to be filed by it forthwith, and shall continue to file such reports with the Commission so long as required, but for a period of not less than three years; and such reports are or will be true and correct in every material respect.

Securities Matters. i. Exemption (a) MedPartners shall prepare and Limitation on Resale The offer distribute to the holders of Sheer, Ahea▇▇ ▇▇▇res an information package (the "Information Package") designed to provide such shareholders with such information as they shall need about this Plan of Merger and sale the Merger in order to qualify the private placement of MedPartners Shares into which the Securities by Sheer, Ahea▇▇ ▇▇▇res are to be converted pursuant to this Plan of Merger for the Company to EMC is exempt from exemption under the Securities Act of 1933provided by Section 4(2) promulgated thereunder. Sheer, Ahea▇▇ ▇▇▇ll provide MedPartners with such information and documentation as amended (“1933 Act”) and the Company has complied and will comply with all requirements of such exemption in all respects. Each certificate representing Securities shall be stamped reasonably requested by MedPartners in order to prepare the Information Package contemplated by this Section 7.4(a). (b) The information specifically designated as being supplied by Sheer, Ahea▇▇ ▇▇▇ inclusion in the Information Package shall not, at the time the Proxy Statement is first mailed to holders of Sheer, Ahea▇▇ ▇▇▇res, at the time of the Shareholders Meeting and at the Effective Time, contain any untrue statement of a material fact or otherwise imprinted with a legend omit to state any material fact required to be stated therein or necessary in substantially order to make the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933statements therein, AS AMENDED not misleading. The information specifically designated as being supplied by Sheer, Ahea▇▇ ▇▇▇ inclusion in the Proxy Statement shall not, at the date the Proxy Statement (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” ii. Rule 144 and Resale. Upon EMC informing the Company in writing that it intends to sell or transfer all or any portion amendment thereof or supplement thereto) is first mailed to holders of Sheer, Ahea▇▇ ▇▇▇res, at the time of the Securities that are eligible for resale under Rule 144 promulgated under the 1933 Act (including any Rule adopted in substitution or replacement thereof), the Company will allow such sale or transfer Shareholders Meeting and not interfere in any way with such sale or transfer. In addition, the Company will certify in writing to any person at the request Effective Time, contain any untrue statement of EMC that a material fact or omit to state any material fact required to be stated therein or necessary in order to make the Company is statements therein, in compliance with the Rule 144 current public information requirements to enable EMC to sell such person’s securities light of the circumstances under Rule 144 [only if Rule 144 is available for the sale]which they are made, and as may be applicable under the circumstancesnot misleading. If at any certificate representing the Securities is presented time prior to the Company’s transfer agent Effective Time any event or circumstance relating to Sheer, Ahea▇▇, ▇▇ its officers or Directors, should be discovered by Sheer, Ahea▇▇ ▇▇▇ch should be set forth in the Proxy Statement, Sheer, Ahea▇▇ ▇▇▇ll promptly inform MedPartners. (c) The information specifically designated as being supplied by MedPartners for registration inclusion in the Information Package shall not, at the time the Proxy Statement is first mailed to holders of Sheer, Ahea▇▇ ▇▇▇res, at the time of the Shareholders Meeting and at the Effective Time, contain any untrue statement of a material fact or transfer omit to state any material fact required to be stated therein or necessary in order to make the statements therein, not misleading. The information specifically designated as being supplied by MedPartners for inclusion in the Proxy Statement to be sent to the holders of Sheer, Ahea▇▇ ▇▇▇res in connection with the Shareholders Meeting shall not, at the date the Proxy Statement (or any sales theretofore made in compliance with amendment thereof or supplement thereto) is first mailed to holders of Sheer, Ahea▇▇ ▇▇▇res, at the securities laws, whether because the Securities are subject to an effective registration statement under the 1933 Act or are eligible for resale under Rule 144 [provided such certificate is duly endorsed for transfer by the appropriate person or accompanied by a separate stock power duly executed by the appropriate person in each case], the Company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such Securities to the transferee. All costs of such transfer shall be borne by the Company including the costs of any legal opinion. The Company shall fully comply with any and all federal or state securities laws, rules and regulations governing the issuance of any such Securities or the resale by EMC. iii. Obligation to satisfy Public Information. In order to satisfy the adequate public informational requirements of Rule 144, the Company will file all reports with the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 time of the Securities Exchange Act Shareholders Meeting or at the Effective Time, contain any untrue statement of 1934, as amended (the “1934 Act”), and has a material fact or will file with the Commission all reports omit to state any material fact required to be filed stated therein or necessary in order to make the statements therein, not misleading. If at any time prior to the Effective Time any event or circumstance relating to MedPartners or its officers or Directors, should be discovered by it forthwithMedPartners which should be set forth in the Proxy Statement, MedPartners shall promptly inform Sheer, Ahea▇▇. (d) Prior to the Closing Date, MedPartners shall file a Subsequent Listing Application with the NYSE relating to the shares of MedPartners Common Stock to be issued in connection with the Merger, and shall continue cause such shares of MedPartners Common Stock to file be listed on the NYSE, upon official notice of issuance, prior to the Closing Date. (e) Sheer, Ahea▇▇ ▇▇▇ll furnish all information to MedPartners with respect to Sheer, Ahea▇▇ ▇▇ MedPartners may reasonably request for inclusion in the Proxy Statement and shall otherwise cooperate with MedPartners in the preparation and filing of such reports with the Commission so long as required, but for a period of not less than three years; and such reports are or will be true and correct in every material respectdocuments.

Securities Matters. i. Exemption Ascot hereby represents, warrants and Limitation on Resale The offer and sale of covenants to the Securities by Purchaser, as follows: (a) Ascot understands that the Company to EMC is exempt from Purchaser Shares have not been registered under the Securities Act of 1933, as amended (“1933 the "Securities Act”"), or any state securities act in reliance on exemptions therefrom. (b) The Purchaser Shares are being acquired solely for Ascot's own account, for investment and the Company has complied and will comply with all requirements of such exemption in all respects. Each certificate representing Securities shall be stamped or otherwise imprinted are not being acquired with a legend in substantially view to or for the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933resale, AS AMENDED (THE “SECURITIES ACT”)distribution, OR ANY APPLICABLE STATE SECURITIES LAWSsubdivision or fractionalization thereof, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERREDAscot has no present plans to enter into any such contract, UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCEundertaking, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” ii. Rule 144 agreement or arrangement and Resale. Upon EMC informing the Company in writing that it intends to sell or transfer all or any portion of the Securities that are eligible for resale under Rule 144 promulgated under the 1933 Act (including any Rule adopted in substitution or replacement thereof), the Company will allow such sale or transfer and not interfere in any way with such sale or transfer. In addition, the Company will certify in writing to any person at the request of EMC Ascot further understands that the Company is in compliance with the Rule 144 current public information requirements Purchaser Shares, may only be resold pursuant to enable EMC to sell such person’s securities under Rule 144 [only if Rule 144 is available for the sale], and as may be applicable under the circumstances. If any certificate representing the Securities is presented to the Company’s transfer agent for registration or transfer in connection with any sales theretofore made in compliance with the securities laws, whether because the Securities are subject to an effective a registration statement under the 1933 Securities Act, or pursuant to some other available exemption; (c) Ascot is an "accredited investor" as that term is defined in Regulation D of the Securities Act or are eligible for resale under Rule 144 [provided such certificate and through its officers and directors has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and the risks of its investment in the Purchaser Shares and is duly endorsed for transfer by able to bear the appropriate person or accompanied by a separate stock power duly executed by economic risk of its investment in the appropriate person Purchaser Shares; (d) Ascot acknowledges, in each case], the Company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such Securities to the transferee. All costs of such transfer shall be borne by the Company including the costs of any legal opinion. The Company shall fully comply with any and all federal or state securities laws, rules and regulations governing the issuance of any such Securities or the resale by EMC. iii. Obligation to satisfy Public Information. In order to satisfy the adequate public informational requirements of Rule 144, the Company will file all reports connection with the Securities purchase of the Purchaser Shares, that no representation has been made by representatives of the Purchaser regarding its business, assets or prospects other than that set forth herein and Exchange Commission (that it is relying upon the “Commission”) information set forth in the filings made by Purchaser pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has or will file with the Commission all reports required to be filed by it forthwith, and shall continue to file such reports with the Commission so long as required, but for a period of not less than three years; and such reports are other representations and warranties as set forth in this Agreement. (e) Ascot agrees that the certificate or certificates representing the Purchaser Shares will be true inscribed with substantially the following legend: "The securities represented by this certificate have not been registered under the Securities Act of 1933. The securities have been acquired for investment and correct may not be sold, transferred assigned in every material respectthe absence of an effective registration statement for these securities under the Securities Act of 1933 or an opinion of Purchaser's counsel that registration is not required under said Act."

Securities Matters. i. Exemption and Limitation on Resale The offer and sale (a) No Seller Party will, directly or indirectly, offer, sell, contract to sell, pledge or otherwise dispose of the Securities shares of Parent Common Stock to be received by such Seller Party in connection with the Company transactions contemplated hereby except pursuant to EMC is exempt from an effective registration statement under the Securities Act or in conformity with the provisions of 1933Rule 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, as amended including its most recent annual report on Form 10-KSB and its subsequent quarterly reports on Form 10-QSB. Each Seller Party (“1933 Act”a) has such knowledge, sophistication and experience in business and financial matters that such Seller Party is capable of evaluating the Company has complied merits and will comply with all requirements risks of an investment in the shares of Parent Common Stock, (b) fully understands the nature, scope, and duration of the limitations on transfer contained herein and under applicable law, and (c) can bear the economic risk of any investment in the shares of Parent Common Stock and can afford a complete loss of such exemption in all respectsinvestment. Each certificate representing Securities shall 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 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 Common Stock to be stamped or otherwise imprinted acquired by such Seller Party in connection with the transactions contemplated hereby. (c) Each Seller Party acknowledges and agrees that Parent will not provide such Seller Party with a legend prospectus for such Seller Party’s use in selling the shares of Parent Common Stock to be received by such Seller Party in connection with the transactions contemplated hereby, and agrees to sell such shares only in accordance with the provisions of this Section 12.2. (d) The certificate or certificates evidencing the shares of Parent Common Stock to be delivered in connection with the transactions contemplated hereby will bear restrictive legends substantially in the following form: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), 1933 OR ANY APPLICABLE STATE SECURITIES LAWS, LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH THE ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY CORPORATION HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY CORPORATION AND ITS COUNSEL, COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.” ii. Rule 144 and Resale. Upon EMC informing the Company in writing that it intends to sell or transfer all or any portion of the Securities that are eligible for resale under Rule 144 promulgated under the 1933 Act (including any Rule adopted in substitution or replacement thereof), the Company will allow such sale or transfer and not interfere in any way with such sale or transfer. In addition, the Company will certify in writing to any person at the request of EMC that the Company is in compliance with the Rule 144 current public information requirements to enable EMC to sell such person’s securities under Rule 144 [only if Rule 144 is available for the sale], and as may be applicable under the circumstances. If any certificate representing the Securities is presented to the Company’s transfer agent for registration or transfer in connection with any sales theretofore made in compliance with the securities laws, whether because the Securities are subject to an effective registration statement under the 1933 Act or are eligible for resale under Rule 144 [provided such certificate is duly endorsed for transfer by the appropriate person or accompanied by a separate stock power duly executed by the appropriate person in each case], the Company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such Securities to the transferee. All costs of such transfer shall be borne by the Company including the costs of any legal opinion. The Company shall fully comply with any and all federal or state securities laws, rules and regulations governing the issuance of any such Securities or the resale by EMC. iii. Obligation to satisfy Public Information. In order to satisfy the adequate public informational requirements of Rule 144, the Company will file all reports with the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has or will file with the Commission all reports required to be filed by it forthwith, and shall continue to file such reports with the Commission so long as required, but for a period of not less than three years; and such reports are or will be true and correct in every material respect.

Securities Matters. i. Exemption and Limitation on Resale The offer and sale of the Securities by the Company to EMC is exempt from the Securities Act of 1933(a) Since May 25, as amended (“1933 Act”) and the Company 2021, Parent has complied and will comply with all requirements of such exemption in all respects. Each certificate representing Securities shall be stamped timely filed or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933furnished (as applicable) all registration statements, AS AMENDED (THE “SECURITIES ACT”)prospectuses, OR ANY APPLICABLE STATE SECURITIES LAWSforms, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERREDreports, UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCEproxy statements, SATISFACTORY TO THE COMPANY AND ITS COUNSELschedules, THAT SUCH REGISTRATION IS NOT REQUIRED.” ii. Rule 144 statements and Resale. Upon EMC informing the Company in writing that it intends to sell or transfer all or any portion of the Securities that are eligible for resale under Rule 144 promulgated under the 1933 Act other documents (including any Rule adopted in substitution or replacement thereof), the Company will allow such sale or transfer and not interfere in any way with such sale or transfer. In addition, the Company will certify in writing to any person at the request of EMC that the Company is in compliance with the Rule 144 current public information requirements to enable EMC to sell such person’s securities under Rule 144 [only if Rule 144 is available for the sale], and as may be applicable under the circumstances. If any certificate representing the Securities is presented to the Company’s transfer agent for registration or transfer in connection with any sales theretofore made in compliance with the securities laws, whether because the Securities are subject to an effective registration statement under the 1933 Act or are eligible for resale under Rule 144 [provided such certificate is duly endorsed for transfer by the appropriate person or accompanied by a separate stock power duly executed by the appropriate person in each case], the Company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such Securities to the transferee. All costs of such transfer shall be borne by the Company including the costs of any legal opinion. The Company shall fully comply with any and all federal or state securities laws, rules and regulations governing the issuance of any such Securities or the resale by EMC. iii. Obligation to satisfy Public Information. In order to satisfy the adequate public informational requirements of Rule 144, the Company will file all reports with the Securities and Exchange Commission (the “Commission”exhibits) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has or will file with the Commission all reports required to be filed or furnished (as applicable) by it forthwithunder the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the "▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act") (such documents and any other documents filed by Parent with the SEC since January 1, 2018, as have been supplemented, modified or amended since the time of filing, collectively, the "Parent SEC Documents"). None of Parent's Subsidiaries is currently, or since becoming a Subsidiary of Parent has been, required to file any forms, reports or other documents with the SEC. (b) As of their respective effective dates (in the case of the Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents), or in each case, if amended prior to the Effective Time, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be. As of their respective effective dates (in the case of the Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents), or in each case, if amended prior to the Effective Time, as of the date of the last such amendment, the Parent SEC Documents did not, and shall continue any Parent SEC Documents filed with or furnished to file such reports the SEC subsequent to the Effective Time will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. (c) To the Parent's knowledge, none of the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. There are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations pending or, to the knowledge of Parent, threatened, in each case regarding any accounting practices of Parent. (d) Parent is in compliance in all material respects with the Commission so long applicable listing and corporate governance rules and regulations of the NYSE. (e) Each of the consolidated financial statements (including in all cases the notes thereto, if any) contained in or incorporated by reference into the Parent SEC Documents (a) was prepared in accordance with generally accepted accounting principles consistently applied throughout the periods covered thereby, except as requiredmay be indicated in the notes thereto and subject in the case of the unaudited financial statements to the absence of footnote disclosures and changes resulting from normal year-end adjustments for recurring accruals and (b) fairly presented in all material respects in accordance with generally accepted accounting principles the consolidated financial position and the results of operations, changes in stockholders' equity, and cash flows of Parent and its consolidated subsidiaries as of the respective dates of and for the periods referred to in such financial statements, subject, in the case of unaudited interim financial statements, to normal and year-end audit adjustments as permitted by generally accepted accounting principles and the applicable rules and regulations of the SEC (but for a period only if the effect of not less than three years; such adjustments would not, individually or in the aggregate, be material). (f) The Equity Consideration will have been duly authorized and, when issued and such reports are or delivered pursuant to the terms of this Agreement, as applicable, will be true validly issued, fully paid and correct non-assessable free and clear of all Liens and other contractual or other restrictions of transferability or voting (other than restrictions on transfer arising under securities laws, this Agreement or the Lock Up Agreement) and will not have been issued in every material respectviolation of, or subject to, any pre-emptive rights or other contractual rights to purchase securities.

Securities Matters. i. Exemption (a) Each Member that acquires Purchaser Common Stock under this Agreement is doing so for investment and Limitation on Resale The offer 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 in violation of the Securities Act, this Agreement, or any other Applicable Law. Such Member understands that the shares of Purchaser Common Stock 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 such Member’s representations as expressed in this Section 3.6. (b) Each Member that acquires Purchaser Common Stock under this Agreement acknowledges that, as of the date hereof, it has been afforded access to information about Purchaser and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment, including to review Purchaser’s filings with the SEC. Such Member has sought such accounting, legal and Tax advice as it has considered necessary to make an informed decision with respect to its acquisition of Purchaser Common Stock. Such Member acknowledges that no party hereto nor any Affiliate or Representative of a party hereto has made any representation, express or implied, with respect to the accuracy, completeness or adequacy of any available information except or to the extent such information is covered by the representations and warranties contained in this Agreement or set forth in filings with the SEC. Subject to the representations, warranties and covenants of Purchaser contained in this Agreement and the information set forth in filings with the SEC, such Member hereby agrees that neither Purchaser nor any of its Affiliates will have or be subject to any Liability or indemnification obligation to any Member or to any other Person resulting from the issuance of shares of Purchaser Common Stock to that Member. (c) Each Member that acquires Purchaser Common Stock under this Agreement, either alone or with the assistance of a financial advisor, has such knowledge, sophistication and experience in financial and business matters that it is capable of evaluating the merits and risks of the receipt of the shares of Purchaser Common Stock and of protecting its interests in connection therewith. Such Member has the ability to bear the economic risk of this investment, including a complete loss of the investment. (d) Each Member that acquires Purchaser Common Stock under this Agreement understands that the shares of Purchaser Common Stock issued under this Agreement are characterized as “restricted securities” under Applicable Law inasmuch as they are being acquired from Purchaser in a transaction not involving a public offering and that under such Applicable Law, the Purchaser Common Stock may be resold without registration under the Securities Act only in certain limited circumstances. Such Member acknowledges that the Purchaser Common Stock must be held indefinitely unless a sale of the Securities by the Company to EMC Purchaser Common Stock is exempt from subsequently registered under the Securities Act of 1933, as amended or an exemption from such registration is available. (“1933 Act”e) Each Member that acquires Purchaser Common Stock under this Agreement understands and the Company has complied and will comply with all requirements of such exemption in all respects. Each agrees that each book-entry record or certificate representing Securities the Purchaser Common Stock, any securities issued in respect thereof or exchange therefor shall be stamped or otherwise imprinted with bear a legend in substantially the following formform (in addition to any other legend required under Applicable Law) so long as such a legend is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” ii. Rule 144 and Resale. Upon EMC informing (f) Each Member that acquires Purchaser Common Stock under this Agreement has had the Company in writing that it intends opportunity to sell or transfer all or any portion consult its own Tax advisors with respect to the Tax consequences to such Member of the Securities purchase, receipt or ownership of the Purchaser Common Stock, including the Tax consequences under Applicable Law. Such Member acknowledges that are eligible for resale 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 Rule 144 promulgated 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 1933 Act (including any Rule adopted state shown in substitution or replacement thereof), the Company will allow such sale or transfer and not interfere in any way with such sale or transfer. In addition, the Company will certify in writing to any person at the request of EMC that the Company is in compliance with the Rule 144 current public information requirements to enable EMC to sell such person’s securities under Rule 144 [only if Rule 144 is available for the sale], and as may be applicable under the circumstances. If any certificate representing the Securities is presented to the Company’s transfer agent for registration or transfer records. Such Member, if an entity, is duly organized, validly existing, and in connection with any sales theretofore made in compliance with the securities laws, whether because the Securities are subject to an effective registration statement good standing under the 1933 Act or are eligible for resale under Rule 144 [provided such certificate is duly endorsed for transfer by the appropriate person or accompanied by a separate stock power duly executed by the appropriate person in each case], the Company will promptly instruct Applicable Law of its transfer agent to allow such transfer and to issue one or more new certificates representing such Securities to the transferee. All costs jurisdiction of such transfer shall be borne by the Company including the costs of any legal opinion. The Company shall fully comply with any and all federal or state securities laws, rules and regulations governing the issuance of any such Securities or the resale by EMC. iii. Obligation to satisfy Public Information. In order to satisfy the adequate public informational requirements of Rule 144, the Company will file all reports with the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934formation, as amended (reflected in the “1934 Act”), and has or will file with the Commission all reports required to be filed by it forthwith, and shall continue to file such reports with the Commission so long as required, but for a period of not less than three years; and such reports are or will be true and correct in every material respectCompany’s records.

Securities Matters. i. Exemption (a) Such Seller acknowledges that the shares comprising the Stock Consideration are not registered under the Securities Act or any state or foreign securities Laws on the grounds that the issuance thereof to such Seller in connection with the transactions contemplated by this Agreement is exempt from otherwise applicable registration requirements, and Limitation that the reliance of Buyer on Resale The such exemptions is predicated in part on the acknowledgements, representations and warranties set forth in this 3.06. (b) Such Seller is acquiring its portion of the shares comprising the Stock Consideration solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof, and sale such Seller has no plans to enter into any contract, undertaking, agreement or arrangement for any such purpose. (c) Such Seller acknowledges that the shares comprising the Stock Consideration may not be transferred or sold except pursuant to the registration provisions of the Securities by the Company Act or pursuant to EMC is exempt from the Securities Act of 1933an applicable exemption therefrom and subject to state and foreign securities Laws and regulations, as amended applicable. (“1933 Act”d) Such Seller has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the Company has complied merits and will comply with all requirements risks of such exemption its investment in all respects. Each certificate representing Securities shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” ii. Rule 144 and Resale. Upon EMC informing the Company in writing that it intends to sell or transfer all or any its portion of the Securities Stock Consideration and is capable of bearing the economic risks of such investment. Such Seller has undertaken such investigation as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of the Transaction Documents. Without limiting the generality of the foregoing, such Seller acknowledges that are eligible for resale under Rule 144 promulgated under the 1933 Act Buyer and its Affiliates make no representation or warranty with respect to any projections, estimates or budgets delivered to or made available to such Seller of future revenues, future results of operations (including or any Rule adopted in substitution or replacement component thereof), the Company will allow such sale future cash flows or transfer future financial condition (or any component thereof) of Buyer and not interfere in any way with such sale or transfer. In addition, the Company will certify in writing to any person at the request of EMC that the Company is in compliance with the Rule 144 current public information requirements to enable EMC to sell such person’s securities under Rule 144 [only if Rule 144 is available for the sale], and as may be applicable under the circumstances. If any certificate representing the Securities is presented to the Company’s transfer agent for registration or transfer in connection with any sales theretofore made in compliance with the securities laws, whether because the Securities are subject to an effective registration statement under the 1933 Act or are eligible for resale under Rule 144 [provided such certificate is duly endorsed for transfer by the appropriate person or accompanied by a separate stock power duly executed by the appropriate person in each case], the Company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such Securities to the transferee. All costs of such transfer shall be borne by the Company including the costs of any legal opinion. The Company shall fully comply with any and all federal or state securities laws, rules and regulations governing the issuance of any such Securities subsidiaries or the resale by EMC. iii. Obligation future business and operations of Buyer and its subsidiaries or any other information or documents delivered or made available to satisfy Public Information. In order such Seller or its Representatives with respect to satisfy the adequate public informational requirements of Rule 144, the Company will file all reports with the Securities Buyer and Exchange Commission (the “Commission”) pursuant to Section 13 its subsidiaries or any of the Securities Exchange Act of 1934foregoing business, assets, liabilities or operations, except as amended (the “1934 Act”), and has or will file with the Commission all reports required to be filed by it forthwith, and shall continue to file such reports with the Commission so long as required, but for a period of not less than three years; and such reports are or will be true and correct expressly set forth in every material respectthis Agreement.

Securities Matters. i. Exemption (a) The parties acknowledge and Limitation on Resale The agree that the Merger Shares will not initially be registered under the Securities Act or the securities laws of any other jurisdiction, and the offer and sale of the Securities by the Company to EMC Merger Shares is exempt from being made in reliance on one or more exemptions for private offerings under Section 4(2) of the Securities Act and other applicable securities Laws. Accordingly, no sale, transfer or other disposition (whether with or without consideration and whether voluntarily or involuntarily or by operation of 1933Law) (“Transfer”) of any of the Merger Shares is permitted, unless such Transfer is registered under the Securities Act and other applicable securities Laws, or an exemption from such registration is available or such registration is otherwise not required. The parties further acknowledge and agree that the Merger Shares constitute “restricted securities” as such term is defined in Rule 144 under the Securities Act. (b) The parties acknowledge and agree that the Securities Purchase Agreement sets forth additional terms and conditions governing registration of the Merger Shares and the Financing Shares (together, the “Shares”), Transfer restrictions with respect to the Shares, and TranS1’s obligations to facilitate the sale of the Shares pursuant to Rule 144 under the Securities Act. In the event of any conflict between the Securities Purchase Agreement and this Agreement, the Securities Purchase Agreement shall control. (c) For purposes of Rule 144(d), the parties intend for the holding period of all of the Merger Shares (including any Merger Shares included in the Escrow Shares), to the extent permitted by applicable law (including applicable interpretations by the SEC), to commence on the Closing Date. (d) The parties agree that the book-entry notation representing the Merger Shares shall contain legends substantially in the form of the following, as amended well as any additional legends that may be required by applicable law or as TranS1 may reasonably deem necessary or appropriate from time to time for all shares of TranS1 Common Stock then outstanding (and a stop transfer order may be placed against the transfer of the Merger Shares); provided however, that only Escrow Shares shall bear the first legend identified below: THESE SECURITIES ARE SUBJECT TO AN ESCROW AGREEMENT WITH THE ISSUER AND THE ESCROW AGENT NAMED THEREIN (THE “1933 ActESCROW AGREEMENT”) and the Company has complied and will comply with all requirements of such exemption in all respects), A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE ISSUER AND WHICH, AMONG OTHER MATTERS, PLACES RESTRICTIONS ON THE DISPOSITION OF THE SECURITIES. Each certificate representing Securities shall be stamped or otherwise imprinted with a legend in substantially the following form: “THESE SECURITIES WILL BE DEPOSITED WITH THE SECURITIES REPRESENTED ESCROW AGENT PURSUANT TO THE ESCROW AGREEMENT AND MAY NOT BE OFFERED, EXCHANGED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, PARTICIPATED, HYPOTHECATED OR OTHERWISE DISPOSED OF FOR SO LONG AS THEY ARE SUBJECT TO THE ESCROW AGREEMENT. THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SHARES MAY NOT BE OFFERED, SOLD, PLEDGED OR ANY OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWSLAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, OR IN A TRANSACTION EXEMPT FROM REGISTRATION. THESE SECURITIES ARE SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE SECURITIES PURCHASE AGREEMENT DATED MARCH 3, 2013 BY AND MAY NOT BE SOLD AMONG THE ISSUER AND CERTAIN OTHER PERSONS, WHICH RESTRICT THE RIGHT TO TRANSFER, SELL OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER DISPOSE OF THESE SECURITIES. A COPY OF SUCH ACT OR UNLESS SECURITIES PURCHASE AGREEMENT IS AVAILABLE FOR REVIEW BY THE COMPANY HAS RECEIVED AN OPINION RECORD HOLDER OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THESE SECURITIES AT THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIREDPRINCIPAL OFFICES OF THE ISSUER.” ii. Rule 144 (e) TranS1 shall remove (or cause the Escrow Agent to remove) the first legend identified above from the book-entry notation representing any of the Merger Shares (and Resale. Upon EMC informing terminate any related stop-transfer order) upon release of the Company in writing that it intends to sell or transfer all or any applicable portion of the Securities Merger Shares from escrow. TranS1, upon the request of any holder of any of the Merger Shares, shall remove (or cause the Escrow Agent to remove) the second legend identified above from the book-entry notation representing any of the Merger Shares (and terminate any related stop-transfer order) if (i) such holder provides TranS1 reasonable assurances that such Merger Shares are eligible for resale sale, assignment or transfer under Rule 144 promulgated under 144, including proper documentation in the 1933 Act (including any Rule adopted in substitution or replacement thereof), the Company will allow such sale or transfer and not interfere in any way with such sale or transfer. In addition, the Company will certify in writing form of a customary representation letter reasonably sufficient to any person at the request of EMC that the Company is in establish compliance with the Rule 144 current public information requirements 144, or (ii) if reasonably requested by TranS1 (provided that any such request shall be deemed to enable EMC to sell such person’s securities under Rule 144 [only be reasonable if Rule 144 is available for the sale], and as may be applicable under the circumstances. If any certificate representing the Securities is presented to the CompanyTranS1’s transfer agent for registration requests such an opinion), TranS1 has received a written opinion of counsel reasonably satisfactory to TranS1 that such second legend may be removed from the book-entry notation representing such Merger Shares, or transfer in connection with any sales theretofore made in compliance with the securities laws, whether because (iii) such Merger Shares have been registered under the Securities are subject Act. TranS1 shall remove (or cause the Escrow Agent to an effective registration statement remove) the third legend identified above from the book-entry notation representing any part of the Merger Shares (and terminate any related stop-transfer orders) immediately upon the lapse of the Transfer restrictions under the 1933 Act or are eligible for resale under Rule 144 [provided Securities Purchase Agreement with respect to such certificate is duly endorsed for transfer by the appropriate person or accompanied by a separate stock power duly executed by the appropriate person in each case], the Company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such Securities to the transferee. All costs of such transfer shall be borne by the Company including the costs of any legal opinion. The Company shall fully comply with any and all federal or state securities laws, rules and regulations governing the issuance of any such Securities or the resale by EMCMerger Shares. iii. Obligation to satisfy Public Information. In order to satisfy (f) TranS1 shall register the adequate public informational requirements of Rule 144, Merger Shares on the Company will file all reports terms set forth in and in accordance with the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has or will file with the Commission all reports required to be filed by it forthwith, and shall continue to file such reports with the Commission so long as required, but for a period of not less than three years; and such reports are or will be true and correct in every material respectPurchase Agreement.

Securities Matters. i. Exemption and Limitation on Resale (a) The offer Company has complied in all material respects with all applicable Laws, including securities laws, in connection with the offer, issuance and sale of the Securities Shares hereunder. (b) The Registration Statement has been declared effective by the Commission and there is no stop order suspending the effectiveness of the Registration Statement. The Company meets the requirements for the use of Form S-3 under the Securities Act. The Registration Statement in the form in which it became effective and also in such form as it may be when any post-effective amendment thereto became effective and the Prospectus and any supplement or amendment thereto, including any Prospectus Supplement relating to EMC is exempt from the Shares, when filed with the Commission under Rule 424(b) under the Securities Act, complied as to form with the provisions of the Securities Act and did not at any such times contain an untrue statement of 1933a material fact or omit to state a 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 Commission has not issued any order preventing or suspending the use of any Prospectus. (c) As of the Closing Date, the Registration Statement as amended supplemented by prospectus supplements does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (“1933 Act”d) and As of the Closing Date, the Company has complied and taken (or soon as practical thereafter will comply with take) all requirements of such exemption in all respects. Each certificate representing Securities shall be stamped action as is necessary, appropriate or otherwise imprinted with a legend in substantially customary to designate the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Shares as shares being registered pursuant to the Registration Statement, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” ii. Rule 144 and Resale. Upon EMC informing the Company in writing that it intends to sell or transfer all or any portion of the Securities that are eligible for resale under Rule 144 promulgated under the 1933 Act (including any Rule adopted in substitution or replacement thereof), the Company will allow such sale or transfer and not interfere in any way with such sale or transfer. In addition, the Company will certify in writing to any person at the request of EMC that the Company is in compliance without limitation filing with the Rule 144 current public information requirements to enable EMC to sell such person’s securities under Rule 144 [only if Rule 144 is available for the sale], and as may be Commission an applicable under the circumstances. If any certificate representing the Securities is presented to the Company’s transfer agent for registration or transfer in connection with any sales theretofore made in compliance with the securities laws, whether because the Securities are subject to an effective registration statement under the 1933 Act or are eligible for resale under Rule 144 [provided such certificate is duly endorsed for transfer by the appropriate person or accompanied by a separate stock power duly executed by the appropriate person in each case], the Company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such Securities to the transferee. All costs of such transfer shall be borne by the Company including the costs of any legal opinionProspectus Supplement. The Company shall fully comply with any and all federal or state securities lawswill deliver to Investor, rules and regulations governing the issuance of any such Securities or the resale by EMC. iii. Obligation to satisfy Public Information. In order to satisfy the adequate public informational requirements of Rule 144, the Company will file all reports with the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)without charge, and has or will file with in such quantities reasonably requested by the Commission all reports required to be filed by it forthwithInvestor, copies of each form of Prospectus and shall continue to file such reports with the Commission so long as required, but for a period of not less than three years; and such reports are or will be true and correct in every material respectProspectus Supplement.

Securities Matters. i. Exemption (a) Vendor acknowledges and Limitation agrees that, other than registrations pursuant to Section 2.4, if any, the Common Shares issued pursuant to this Agreement will not be registered under the U.S. Securities Act and that the Common Shares will be issued to Vendor in a private placement transaction effected in reliance on Resale The offer and sale an exemption from the registration requirements of the U.S. Securities by the Company to EMC is exempt Act and in reliance on exemptions from the qualification requirements of applicable state securities laws. (b) Vendor shall not make any disposition of all or any portion of the Common Shares issued to it unless such transfer is pursuant to registration under the U.S. Securities Act of 1933or pursuant to an available exemption from registration thereunder. (c) The certificates representing the Common Shares issued to Vendor hereunder shall bear, as amended (“1933 Act”) and the Company has complied and will comply with all requirements of such exemption in all respects. Each certificate representing Securities shall be stamped or otherwise imprinted with addition to any other legends required under applicable state securities laws, a legend in substantially the following form: “THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND . THESE SECURITIES MAY NOT BE SOLD SOLD, OFFERED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER SUCH THE SECURITIES ACT OR UNLESS PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. THE COMPANY HAS RECEIVED ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL OR OTHER EVIDENCECOUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY ISSUER, TO THE EFFECT THAT ANY SALE OR TRANSFER OF THESE SECURITIES WILL BE IN COMPLIANCE WITH THE SECURITIES ACT AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” ii. Rule 144 and Resale. Upon EMC informing the Company in writing that it intends to sell or transfer all or any portion of the Securities that are eligible for resale under Rule 144 promulgated under the 1933 Act (including any Rule adopted in substitution or replacement thereof), the Company will allow such sale or transfer and not interfere in any way with such sale or transfer. In addition, the Company will certify in writing to any person at the request of EMC that the Company is in compliance with the Rule 144 current public information requirements to enable EMC to sell such person’s securities under Rule 144 [only if Rule 144 is available for the sale], and as may be applicable under the circumstances. If any certificate representing the Securities is presented to the Company’s transfer agent for registration or transfer in connection with any sales theretofore made in compliance with the securities laws, whether because the Securities are subject to an effective registration statement under the 1933 Act or are eligible for resale under Rule 144 [provided such certificate is duly endorsed for transfer by the appropriate person or accompanied by a separate stock power duly executed by the appropriate person in each case], the Company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such Securities to the transferee. All costs of such transfer shall be borne by the Company including the costs of any legal opinion. The Company shall fully comply with any and all federal or state securities laws, rules and regulations governing the issuance of any such Securities or the resale by EMCANY APPLICABLE STATE SECURITIES LAWS. iii. Obligation to satisfy Public Information. (d) In order to satisfy prevent any transfer from taking place in violation of this Agreement or any applicable law, Vendor acknowledges and agrees that Purchaser may cause a stop transfer order to be placed with Purchaser's transfer agent with respect to the adequate public informational requirements of Rule 144, the Company Common Shares issued to Vendor. Purchaser will file all reports with the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has or will file with the Commission all reports not be required to be filed by it forthwith, and shall continue to file such reports with the Commission so long as required, but for a period transfer on its books any Common Shares that have been sold or transferred in violation of not less than three years; and such reports are any provision of this Agreement or will be true and correct in every material respectapplicable law.

Securities Matters. i. Exemption The Faith Walk Design Shareholders acknowledge and Limitation on Resale The 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 by Act and applicable state statutes. The Faith Walk Designs Shareholders acknowledge that such transactions are being consummated in reliance one exemptions from the Company to EMC is exempt from 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) The Faith Walk Designs Shareholders have been advised that the Decorize shares have not been registered under the Securities Act of 1933, as amended (“1933 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 Company has complied and will comply with all requirements of Faith Walk Designs Shareholders have no present plans to enter into any such exemption in all respectscontract, undertaking, agreement or arrangement. Each certificate representing Securities shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” ii. Rule 144 and Resale. Upon EMC informing the Company in writing that it intends to sell or transfer all or any portion of the Securities that are eligible for resale under Rule 144 promulgated under the 1933 Act (including any Rule adopted in substitution or replacement thereof), the Company will allow such sale or transfer and not interfere in any way with such sale or transfer. In addition, the Company will certify in writing to any person at the request of EMC The Faith Walk Designs Shareholders further understand that the Company is in compliance with the Rule 144 current public information requirements Decorize shares may only be resold pursuant to enable EMC to sell such person’s securities under Rule 144 [only if Rule 144 is available for the sale], and as may be applicable under the circumstances. If any certificate representing the Securities is presented to the Company’s transfer agent for registration or transfer in connection with any sales theretofore made in compliance with the securities laws, whether because the Securities are subject to an effective a registration statement under the 1933 Securities Act or are eligible for resale under Rule 144 [provided such certificate is duly endorsed for transfer by the appropriate person or accompanied by a separate stock power duly executed by the appropriate person pursuant to some other available exemption; (c) The Faith Walk Designs Shareholders acknowledge in each case], the Company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such Securities to the transferee. All costs of such transfer shall be borne by the Company including the costs of any legal opinion. The Company shall fully comply with any and all federal or state securities laws, rules and regulations governing the issuance of any such Securities or the resale by EMC. iii. Obligation to satisfy Public Information. In order to satisfy the adequate public informational requirements of Rule 144, the Company will file all reports connection with the Securities 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 Exchange Commission (that it is relying upon the “Commission”) information set forth in the filings made by Decorize pursuant to Section 13 of the Securities Exchange Act of 1934, as amended amended, the Decorize Disclosure Letter (the “1934 Act”as hereinafter defined), and has such 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 so as to be capable of evaluating the merits and risks of their investment in Decorize common stock, and are capable of bearing the economic risks of such investment. At Closing the Faith Walk Designs Shareholders shall execute and deliver investment letters in a form acceptable to Decorize. (e) The Faith Walk Designs Shareholders agree that the certificate or certificates representing the Decorize shares will file be inscribe with the Commission all reports following legend: "The securities represented by this certificate have not been registered under the Securities Act of 1933. The securities have been acquired for investment and may not be sold, transferred, or assigned in the absence of an effective registration statement for these securities under the Securities Act of 1933 or an opinion of Decorize's counsel that registration is not required to be filed by it forthwith, and shall continue to file such reports with the Commission so long as required, but for a period of not less than three years; and such reports are or will be true and correct in every material respectunder said Act."

Securities Matters. i. Exemption and Limitation on Resale The offer and sale (a) As soon as practicable after the execution of this Agreement, First Avenue, with the Securities by full cooperation of FiberTower, shall prepare the Company to EMC is exempt from application for permit (the Securities Act of 1933, “Permit Application”) in connection with the Hearing (as amended (“1933 Act”defined below) and the Company has complied notice sent to the holders of FiberTower Shares pursuant to, and will comply with all meeting the requirements of such exemption in all respects. Each certificate representing Securities shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” ii. Rule 144 and Resale. Upon EMC informing the Company in writing that it intends to sell or transfer all or any portion Article 2 of Subchapter 1 of the Securities that are eligible for resale under Rule 144 promulgated under the 1933 Act (including any Rule adopted in substitution or replacement thereof)California Administrative Code, the Company will allow such sale or transfer and not interfere in any way with such sale or transfer. In additionTitle 10, the Company will certify in writing to any person at the request of EMC that the Company is in compliance with the Rule 144 current public information requirements to enable EMC to sell such person’s securities under Rule 144 [only if Rule 144 is available for the sale]Chapter 3, and as may be applicable under the circumstances. If any certificate representing the Securities is presented to the Company’s transfer agent for registration or transfer in connection with any sales theretofore made in compliance with the securities laws, whether because the Securities are subject to an effective registration statement under the 1933 Act or are eligible for resale under Rule 144 [provided such certificate is duly endorsed for transfer by the appropriate person or accompanied by a separate stock power duly executed by the appropriate person in each case], the Company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such Securities to the transferee. All costs of such transfer shall be borne by the Company including the costs of any legal opinion. The Company shall fully comply with any and all federal or state securities laws, rules and regulations governing the issuance of any such Securities or the resale by EMC. iii. Obligation to satisfy Public Information. In order to satisfy the adequate public informational requirements of Rule 144, the Company will file all reports with the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934Subchapter 2, as amended (the “1934 ActHearing Notice”), concerning the hearing (the “Hearing”) held by the California Commissioner of Corporations (the “California Commissioner”) to consider the terms and has conditions of this Agreement and the Merger and the fairness of such terms and conditions pursuant to Section 25142 of the California Corporate Securities Law of 1968, as amended, and the rules promulgated thereunder (“California Securities Law”). FiberTower shall prepare, with the full cooperation of First Avenue, an information statement relating to this Agreement and the transactions contemplated hereby (the “FiberTower Information Statement”) such that its completion complies with the required timeliness of the filing of such FiberTower Information Statement (as a supplemental amendment to the Permit Application) under the applicable rules and policies of the California Department of Corporations (the “Department”) and the California Securities Law. Each of FiberTower and First Avenue shall use its reasonable best efforts to cause the Permit Application, the Hearing Notice and the FiberTower Information Statement to comply with all requirements of applicable federal and state securities laws. (b) Each of FiberTower and First Avenue shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or will its counsel, may be required or appropriate for inclusion in the Permit Application, the Hearing Notice or the FiberTower Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other’s counsel and auditors in the preparation of the Permit Application, the Hearing Notice and the FiberTower Information Statement. The FiberTower Information Statement shall constitute a disclosure document for the offer and issuance of the First Avenue Common Shares. Whenever any event occurs that is required to be set forth in an amendment or supplement to the FiberTower Information Statement, FiberTower and First Avenue shall cooperate in delivering any such amendment or supplement to all the holders of FiberTower Shares and/or filing any such amendment or supplement with the California Commissioner or its staff and/or any other appropriate government officials. (c) Except as otherwise permitted by this Agreement, the FiberTower Information Statement shall include the recommendation of the Board of Directors of FiberTower in favor of adoption of this Agreement and approval of the Merger and the Agreement and the conclusion of the Board of Directors of FiberTower that the terms and conditions of the Merger are fair to and in the best interests of the stockholders of FiberTower. Notwithstanding anything contained herein to the contrary, FiberTower shall not include in the FiberTower Information Statement any information with respect to First Avenue or its affiliates or associates, the form and content of which information shall not have been approved by First Avenue prior to such inclusion; provided, however, that First Avenue shall not unreasonably withhold approval of any information required to be included by federal or state law or the California Commissioner. FiberTower shall promptly advise First Avenue, and First Avenue shall promptly advise FiberTower, in writing if at any time prior to the Effective Time either FiberTower or First Avenue shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Hearing Notice, the Permit Application, and/or the FiberTower Information Statement, in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. FiberTower and First Avenue shall cooperate in delivering any such amendment or supplement to all the holders of FiberTower Shares and/or filing any such amendment or supplement with the California Commissioner or its staff and/or any other government officials. (d) First Avenue, with the full cooperation of FiberTower, shall as promptly as practicable prepare, and subject to First Avenue’s receiving the required information from FiberTower, First Avenue shall file with the Commission SEC under cover of Schedule 14C under the Exchange Act, the information statement with respect to the action by written consent of stockholders of First Avenue in connection with the Merger (such information statement in its definitive form, the “First Avenue Information Statement”). First Avenue shall use its reasonable best efforts, and FiberTower shall use its reasonable best efforts to cooperate with First Avenue, including by furnishing all reports information concerning FiberTower and the holders of the capital stock of FiberTower as may be requested by First Avenue, to have the First Avenue Information Statement cleared by the SEC as promptly as practicable after such filing. Notwithstanding anything contained herein to the contrary, First Avenue shall not include in the First Avenue Information Statement any information with respect to FiberTower or its affiliates or associates, the form and content of which information shall not have been approved by FiberTower prior to such inclusion; provided, however, that FiberTower shall not unreasonably withhold approval of any information required to be filed included therein by law. First Avenue shall use its reasonable best efforts to obtain, and FiberTower shall use its reasonable best efforts to cooperate with First Avenue, prior to the Effective Time, all necessary state securities law or “Blue Sky” permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. First Avenue will advise FiberTower, promptly after it forthwithreceives notice thereof, of the time when the First Avenue Information Statement has been cleared by the SEC or any supplement or amendment has been filed, or any request by the SEC for amendment of the First Avenue Information Statement or comments thereon and responses thereto or requests by the SEC for additional information, and shall continue supply FiberTower with copies of all correspondence between First Avenue, or its representatives, and the SEC or its staff with respect thereto. (e) First Avenue will cause the First Avenue Information Statement, at the time it is mailed to file such reports stockholders of First Avenue, to comply as to form in all material respects with the Commission so long applicable provisions of the Exchange Act and the rules and regulations of the SEC thereunder, provided that FiberTower shall be responsible for furnishing to First Avenue all information relating to FiberTower and holders of FiberTower capital stock as requiredis required to be included therein. FiberTower will cause the information it provides for such purpose to comply as to form in all material respects with such provisions. (f) FiberTower hereby covenants and agrees with First Avenue that the First Avenue Information Statement, but at the time it is first mailed to stockholders of First Avenue, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (provided, however, that this paragraph shall apply only to information included or incorporated by reference in the First Avenue Information Statement that was supplied in writing by FiberTower expressly for a period of not less than three years; inclusion therein). If, at any time prior to the Effective Time, any event with respect to FiberTower, or with respect to other information supplied by FiberTower for inclusion in the First Avenue Information Statement, occurs and such reports event is required to be described in a supplement to the First Avenue Information Statement, FiberTower shall promptly notify First Avenue of such occurrence and shall cooperate with First Avenue in the preparation, filing and dissemination of such supplement. (g) First Avenue hereby covenants and agrees with FiberTower that the First Avenue Information Statement, at the time it is first mailed to stockholders of First Avenue, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (provided, however, that this paragraph shall not apply to any information included or incorporated by reference in the First Avenue Information Statement that was supplied in writing by FiberTower expressly for inclusion therein). If, at any time prior to the Effective Time, any event with respect to First Avenue, or with respect to other information included in the First Avenue Information Statement, occurs and such event is required to be described in a supplement to the First Avenue Information Statement, First Avenue shall promptly notify FiberTower of such occurrence, such event shall be so described and such supplement shall be promptly prepared, filed and disseminated. (h) Neither the First Avenue Information Statement nor any amendment or supplement thereto will be true filed or disseminated to the stockholders of First Avenue without the approval of both First Avenue and correct FiberTower. Each of First Avenue and FiberTower will use its reasonable best efforts to cause the First Avenue Information Statement to be mailed to stockholders of First Avenue as promptly as practicable after the date it is cleared by the SEC. (i) If FiberTower and First Avenue reasonably determine that it would be impossible or impracticable to obtain the Permit or the issuance of the Permit has been denied by the California Commissioner, then FiberTower and First Avenue shall cooperate and use their reasonable best efforts to register the First Avenue Common Shares to be issued in every material respectthe Merger on a registration statement on Form S-4 under the Securities Act.

Securities Matters. i. Exemption and Limitation on Resale The offer and sale (i) Stran is an “accredited investor” within the meaning of the Securities by the Company to EMC is exempt from Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “1933 Securities Act”). (ii) Stran is aware and acknowledges that the Company LBCC Common Stock issued pursuant to this Agreement has complied not been registered under the Securities Act and will comply with all may not be offered or sold unless registered under the Securities Act, or unless offered and sold pursuant to an exemption from, or in a transaction not subject to, the registration requirements of such exemption in all respects. Each certificate representing Securities shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” ii. Rule 144 and Resale. Upon EMC informing the Company in writing that it intends to sell or transfer all or any portion of the Securities that are eligible for resale under Rule 144 promulgated under the 1933 Act Act. (including any Rule adopted in substitution or replacement thereof), the Company will allow such sale or transfer and not interfere in any way with such sale or transfer. In addition, the Company will certify in writing iii) LBCC has made available to any person at the request Stran a copy of EMC that the Company is in compliance with the Rule 144 current public information requirements to enable EMC to sell such personLBCC’s securities under Rule 144 [only if Rule 144 is available Annual Report on Form 10-K for the sale]fiscal year ended December 31, 2017 and as may be applicable under the circumstances. If any certificate representing the Securities is presented to the Company’s transfer agent for registration or transfer in connection with any sales theretofore Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed since such date, as well as the other filings made in compliance with the securities laws, whether because the Securities are subject to an effective registration statement under the 1933 Act or are eligible for resale under Rule 144 [provided such certificate is duly endorsed for transfer by the appropriate person or accompanied by a separate stock power duly executed by the appropriate person in each case], the Company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such Securities to the transferee. All costs of such transfer shall be borne by the Company including the costs of any legal opinion. The Company shall fully comply with any and all federal or state securities laws, rules and regulations governing the issuance of any such Securities or the resale by EMC. iii. Obligation to satisfy Public Information. In order to satisfy the adequate public informational requirements of Rule 144, the Company will file all reports with the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 13(a) of the Securities Exchange Act of 1934, as amended amended, as of the execution date of this Agreement (together the “1934 ActDisclosure Documents”). Stran has read the Disclosure Documents, including the “Risk Factors” set forth in the Annual Report on Form 10-K, together with this Agreement, and has or will file with fully understands the Commission all reports required information set forth therein and herein. (iv) Stran hereby confirms that the LBCC Common Stock to be filed acquired by it forthwithStran under this Agreement will be acquired for investment for Stran’s own account, not as a nominee or agent, and shall continue not with a view to file the resale or distribution of any part thereof, and that Stran has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, Stran further represents that Stran does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such reports person or to any third person, with respect to any of the Commission so long as requiredLBCC Common Stock. Stran has not been formed for the specific purpose of acquiring the LBCC Common Stock. (v) Stran has had a reasonable opportunity to discuss LBCC’s business, but for a period management, financial affairs and the terms and conditions of not less than three years; the offering of the LBCC Common Stock with LBCC’s management and such reports are or will be true and correct in every material respecthas had an opportunity to review LBCC’s facilities.

Securities Matters. i. Exemption and Limitation on Resale (a) The offer and sale of the Securities by the Company to EMC is exempt from the Securities Act of 1933, as amended (“1933 Act”) and the Company has complied and will comply with all requirements of such exemption in all respects. Each certificate representing Securities shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” ii. Rule 144 and Resale. Upon EMC informing the Company in writing that it intends to sell or transfer all or any portion of the Securities that are eligible for resale under Rule 144 promulgated under the 1933 Act (including any Rule adopted in substitution or replacement thereof), the Company will allow such sale or transfer and not interfere in any way with such sale or transfer. In addition, the Company will certify in writing to any person at the request of EMC that the Company is in compliance with the Rule 144 current public information requirements to enable EMC to sell such person’s securities under Rule 144 [only if Rule 144 is available for the sale], and as may be applicable under the circumstances. If any certificate representing the Securities is presented to the Company’s transfer agent for registration or transfer in connection with any sales theretofore made in compliance with the securities laws, whether because the Securities are subject to an effective registration statement under the 1933 Act or are eligible for resale under Rule 144 [provided such certificate Common Stock is duly endorsed for transfer by the appropriate person or accompanied by a separate stock power duly executed by the appropriate person in each case], the Company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such Securities to the transferee. All costs of such transfer shall be borne by the Company including the costs of any legal opinion. The Company shall fully comply with any and all federal or state securities laws, rules and regulations governing the issuance of any such Securities or the resale by EMC. iii. Obligation to satisfy Public Information. In order to satisfy the adequate public informational requirements of Rule 144, the Company will file all reports with the Securities and Exchange Commission (the “Commission”) currently registered pursuant to Section 13 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “1934 Exchange Act”), and has or as of the Closing, Company will file with the Commission have filed all reports reports, schedules, forms, statements and other documents required to be filed by it forthwith, and shall continue to file such reports with the Commission so long pursuant to the reporting requirements of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as requiredthe “Commission Documents”). (b) No form 10-Q, but 8-K or Form 10-K filings as filed with the SEC by Company (collectively, “SEC Reports”) contains an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the SEC Reports complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. The financial statements contained in the SEC Reports (the “Financial Statement”) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in the Financial Statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the consolidated financial position of Company as of the dates thereof and the results of operations and cash flows for a period the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). The Financial Statements are complete, accurate and fairly present the financial condition of Company as of the dates thereof and the results of its operations for the periods then ended. There are no liabilities or obligations either fixed or contingent not less than three years; reflected therein. Company is in substantial compliance with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and such reports the rules and regulations promulgated thereunder that are effective as of the Closing Date. (c) The Company’s common stock is listed for quotation on the OTC Markets Board under the symbol “FDOC”. There are no stop orders in effect or contemplated with respect thereto and no facts exist which may give rise thereto. The Company has not been informed, and has no reason to believe, that the Company’s Common Stock will be true delisted or suspended by FINRA. The Company’s Common Stock is “DTC eligible’ and correct in every material respectthe Company has not received any notice regarding any loss or suspension of its “DTC eligibility.’ There is no set of facts which create any impediment to approval by FINRA of the Company’s planned post-closing name change and reverse common stock split.

Securities Matters. i. Exemption 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 Limitation on Resale The offer and sale the Related Agreements is exempt from registration pursuant to Section 4(2) of the Securities Act and/or Regulation D promulgated under the Securities Act (“Regulation D”), and that the reliance of Merger Sub on such exemptions is predicated in part on the representations, warranties, covenants and acknowledgements set forth in this Section 5.2: (a) The InfoLogix Stock will be acquired by each Shareholder for such Shareholder’s own account, not as a nominee or agent, for investment and without a view to resale or other distribution within the Company meaning of the Securities Act, and such Shareholders will not distribute or transfer any of the InfoLogix Stock in violation of the Securities Act. (b) Each Shareholder acknowledges and confirms that (i) InfoLogix has made available to EMC the Shareholders the opportunity to ask questions of and receive answers from InfoLogix’s officers and directors concerning the terms and conditions of the issuance of the InfoLogix Stock and the business and financial condition of InfoLogix, (ii) he has had an opportunity to review a copy of all of InfoLogix’s filing’s with the United States Securities 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 he has requested. (c) Each Shareholder: (i) acknowledges that the InfoLogix Stock to be issued to him is exempt not registered under the Securities Act and must be held indefinitely by such Shareholder unless the InfoLogix Stock is subsequently registered under the Securities Act or an exemption from registration is available, (ii) is aware that any routine sales of the InfoLogix Stock made under Rule 144 of the Securities and Exchange Commission under the Securities Act may be made only in limited amounts and in accordance with the terms and conditions of that Rule and that in such cases where the Rule is not applicable, registration or compliance with 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 issuable to such Shareholder will contain a restrictive legend noting the restrictions on transfer described in this Section and under federal and applicable state securities laws, and that appropriate “stop-transfer” instructions will be given to InfoLogix’s stock transfer agent. (f) Each Shareholder acknowledges and agrees that he will not sell or otherwise transfer or dispose of any of the 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, as amended 1933 (the “1933 Securities Act”) and the Company has complied 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 comply with all requirements not be in violation of such exemption in all respects. Each certificate representing Securities shall be stamped or otherwise imprinted with a legend in substantially any of the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” ii. Rule 144 and Resale. Upon EMC informing the Company in writing that it intends to sell or transfer all or any portion registration provisions of the Securities that are eligible for resale under Rule 144 promulgated under Act and the 1933 Act (including any Rule adopted in substitution or replacement thereof), the Company will allow such sale or transfer and not interfere in any way with such sale or transfer. In addition, the Company will certify in writing to any person at the request of EMC that the Company is in compliance with the Rule 144 current public information requirements to enable EMC to sell such person’s securities under Rule 144 [only if Rule 144 is available for the sale], and as may be applicable under the circumstances. If any certificate representing the Securities is presented to the Company’s transfer agent for registration or transfer in connection with any sales theretofore made in compliance with the securities laws, whether because the Securities are subject to an effective registration statement under the 1933 Act or are eligible for resale under Rule 144 [provided such certificate is duly endorsed for transfer by the appropriate person or accompanied by a separate stock power duly executed by the appropriate person in each case], the Company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such Securities to the transferee. All costs of such transfer shall be borne by the Company including the costs of any legal opinion. The Company shall fully comply with any and all federal or state securities laws, rules and regulations governing the issuance of any such Securities or the resale by EMCpromulgated thereunder. iii. Obligation to satisfy Public Information. In order to satisfy the adequate public informational requirements of Rule 144, the Company will file all reports with the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has or will file with the Commission all reports required to be filed by it forthwith, and shall continue to file such reports with the Commission so long as required, but for a period of not less than three years; and such reports are or will be true and correct in every material respect.

Securities Matters. i. Exemption and Limitation on Resale The offer and sale of the Securities by the Company to EMC is exempt from the Securities Act of 1933, as amended (“1933 Act”a) HRII and the Company has complied Purchaser have been, and will comply with all requirements of such exemption in all respects. Each certificate representing Securities shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933are now, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” ii. Rule 144 and Resale. Upon EMC informing the Company in writing that it intends to sell or transfer all or any portion of the Securities that are eligible for resale under Rule 144 promulgated under the 1933 Act (including any Rule adopted in substitution or replacement thereof), the Company will allow such sale or transfer and not interfere in any way with such sale or transfer. In addition, the Company will certify in writing to any person at the request of EMC that the Company is in compliance with the Rule 144 current public information requirements to enable EMC to sell such person’s securities under Rule 144 [only if Rule 144 is available for the sale], and as may be all applicable under the circumstances. If any certificate representing the Securities is presented to the Company’s transfer agent for registration or transfer in connection with any sales theretofore made in compliance with the securities laws, whether because the Securities are subject to an effective registration statement under the 1933 Act or are eligible for resale under Rule 144 [provided such certificate is duly endorsed for transfer by the appropriate person or accompanied by a separate stock power duly executed by the appropriate person in each case], the Company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such Securities to the transferee. All costs of such transfer shall be borne by the Company including the costs of any legal opinion. The Company shall fully comply with any and all federal or state securities laws, rules and regulations governing pertaining to the issuance public or private sale of securities in the United States, and in each state thereof where its securities are offered for sale and/or sold. HRII has filed all reports, documents and other items which are required to be filed with the Securities Exchange Commission and any applicable state securities agency (collectively, the "Securities Reports"), including without limitation all reports on Form 10-K and Form 10-Q, which are required to have been filed by the date hereof (and shall have filed any such Securities Reports which are required to have been filed as of the Closing Date). All of the statements contained in such Securities Reports were true and correct as of the dates made, and are still true and correct (except to the extent specifically disclosed on any of the HRII's Financial Statements or in the resale by EMC. iiidisclosure Schedules attached hereto), and none of such Securities Reports fails to state any material fact which a reasonably prudent person would consider important in making an investment decision in the Purchaser, or any fact which makes the disclosures contained in any Securities Report misleading in the context in which made. Obligation to satisfy Public Information. In order to satisfy the adequate public informational requirements of Rule 144, the Company will file all reports with HRII has not received any notice from the Securities and Exchange Commission or any state securities agency, or any other person, that it is in violation of ay law, rule, regulation, order, decree or judgment with respect to its securities and, to the best knowledge and belief of HRII and the Purchaser, no grounds for any such notice exist. Neither HRII nor the Purchaser have received any claim or notice from any holder of their respective securities regarding any dispute or other concern relating to or arising out of such person's purchase or ownership of any of their respective securities. (b) Set forth on Schedule 3.04(b) are the Shareholders of HRII (the “Commission”) pursuant "Purchasers's Insiders"), who have entered into Lock Up Agreements in for m and substance mutually acceptable to Section 13 of the Securities Exchange Act of 1934parties, as amended (the “1934 Act”), and has or will file with the Commission all reports required to be filed by it forthwith, and shall continue to file such reports with the Commission so long attached hereto as required, but for a period of not less than three years; and such reports are or will be true and correct in every material respect.Exhibit D.

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

Securities Matters. i. Exemption and Limitation on Resale The offer and sale As of the Securities date of this Agreement, ▇▇▇▇▇ meets the requirements to be qualified as “well known seasoned issuer” and is eligible to use an “automatic shelf registration statement” as those terms are defined in applicable rules promulgated by the Company to EMC is exempt from the Securities Act of 1933SEC. To Buyer’s knowledge: (i) All annual, as amended (“1933 Act”) quarterly and the Company has complied other reports or forms, and will comply with all requirements of such exemption in all respects. Each certificate representing Securities shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” ii. Rule 144 and Resale. Upon EMC informing the Company in writing that it intends to sell or transfer all or any portion of the Securities that are eligible for resale under Rule 144 promulgated under the 1933 Act (including any Rule adopted in substitution or replacement thereof), the Company will allow such sale or transfer and not interfere in any way with such sale or transfer. In addition, the Company will certify in writing amendments to any person at the request of EMC that the Company is in compliance with the Rule 144 current public information requirements to enable EMC to sell such person’s securities under Rule 144 [only if Rule 144 is available for the sale]thereof, and as may be applicable under the circumstances. If any certificate representing the Securities is presented to the Company’s transfer agent for registration or transfer in connection with any sales theretofore made in compliance with the securities laws, whether because the Securities are subject to an effective registration statement under the 1933 Act or are eligible for resale under Rule 144 [provided such certificate is duly endorsed for transfer by the appropriate person or accompanied by a separate stock power duly executed by the appropriate person in each case], the Company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such Securities to the transferee. All costs of such transfer shall be borne by the Company including the costs of any legal opinion. The Company shall fully comply with any and all federal or state securities laws, rules and regulations governing the issuance of any such Securities or the resale by EMC. iii. Obligation to satisfy Public Information. In order to satisfy the adequate public informational requirements of Rule 144, the Company will file all reports with the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has or will file with the Commission all reports required to be filed by it forthwith, and shall continue to file such reports Buyer with the Commission so long SEC (the “SEC Filings”) have been timely filed pursuant to the Securities Act or the Exchange Act (as requiredeach such term is hereinafter defined), but as applicable. (ii) The SEC Filings complied as to form in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, in effect on the respective dates thereof. None of the SEC Filings, when filed pursuant to the Securities Act or the Exchange Act, as applicable, contained any untrue statements of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (iii) The financial statements included in the SEC Filings present fairly, in all material respects, the financial position as of the dates indicated and the cash flows and results of operations for a period the periods specified of not less than three yearsBuyer and its consolidated subsidiaries; and (except as otherwise stated in such reports are SEC Filings and, in the case of unaudited interim financials, subject to year-end adjustments and the deletion of complete notes thereto) said financial statements have been prepared in conformity with United States generally accepted accounting principles applied on a consistent basis throughout the periods involved. Since the latest date of the financial statements included in the SEC Filings, there has been no Buyer Material Adverse Effect with respect to Buyer and its subsidiaries, taken as a whole. (iv) Except as disclosed in the Buyer’s SEC Filings, ▇▇▇▇▇’s auditors and the audit committee of the board of directors of Buyer have not been advised of: (A) any significant deficiencies in the design or will be true operation of internal controls that could adversely affect Buyer’s ability to record, process, summarize and correct report financial data nor any material weaknesses in every internal controls; or (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Buyer’s internal controls. There have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material respectweaknesses.

Securities Matters. i. Exemption and Limitation on Resale (a) The offer and sale of Principal Shareholders have been advised that the Securities by the Company to EMC is exempt from Pladeo Shares have not been registered under the Securities Act of 1933, as amended (the “1933 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 the Company has complied and will comply with all requirements of such exemption in all respects. Each certificate representing Securities shall be stamped or otherwise imprinted are not being acquired with a legend 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 other representations and warranties as set forth in this Agreement. (d) The Principal Shareholders acknowledge that they are either an "accredited investor" with the meaning of Regulation D under the Securities Act or they have sufficient knowledge and experience in financial matters to be capable of evaluating the merits and risks of exchanging their shares of M▇▇▇ J▇▇▇ Group Stock for Pladeo Stock and they are able to bear the economic risk of the transactions contemplated hereby. (e) The Principal Shareholders agree that the certificate or certificates representing the Pladeo Stock will be inscribed with substantially the following formlegend: “"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (. THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD SOLD, TRANSFERRED ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SECURITIES UNDER THE SECURITIES ACT OF 1933 OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF PLADEO’S COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIREDREQUIRED UNDER SAID ACT.” ii. Rule 144 and Resale. Upon EMC informing the Company in writing that it intends to sell or transfer all or any portion of the Securities that are eligible for resale under Rule 144 promulgated under the 1933 Act (including any Rule adopted in substitution or replacement thereof), the Company will allow such sale or transfer and not interfere in any way with such sale or transfer. In addition, the Company will certify in writing to any person at the request of EMC that the Company is in compliance with the Rule 144 current public information requirements to enable EMC to sell such person’s securities under Rule 144 [only if Rule 144 is available for the sale], and as may be applicable under the circumstances. If any certificate representing the Securities is presented to the Company’s transfer agent for registration or transfer in connection with any sales theretofore made in compliance with the securities laws, whether because the Securities are subject to an effective registration statement under the 1933 Act or are eligible for resale under Rule 144 [provided such certificate is duly endorsed for transfer by the appropriate person or accompanied by a separate stock power duly executed by the appropriate person in each case], the Company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such Securities to the transferee. All costs of such transfer shall be borne by the Company including the costs of any legal opinion. The Company shall fully comply with any and all federal or state securities laws, rules and regulations governing the issuance of any such Securities or the resale by EMC. iii. Obligation to satisfy Public Information. In order to satisfy the adequate public informational requirements of Rule 144, the Company will file all reports with the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has or will file with the Commission all reports required to be filed by it forthwith, and shall continue to file such reports with the Commission so long as required, but for a period of not less than three years; and such reports are or will be true and correct in every material respect."

Securities Matters. i. Exemption (a) The Common Shares are registered pursuant to Section 12(b) of the Exchange Act, and Limitation neither the Company nor any of its Subsidiaries has taken, or will take, any action designed to terminate, or which to the knowledge of the Company and its Subsidiaries is likely to have the effect of terminating, the registration of the Common Shares under the Exchange Act, nor has the Company or any of its Subsidiaries received any notification that the Commission is contemplating terminating such registration. Neither the Company nor any of its Subsidiaries is in violation of any of the rules, regulations or requirements of the Principal Market, and, to the knowledge of the Company and its Subsidiaries, there are no facts or circumstances that would reasonably be expected to lead to suspension or termination of trading of the Common Shares on Resale the Principal Market. Since July 14, 2021, (i) the Common Shares have been listed or designated for quotation, as applicable, on the Principal Market, (ii) trading in the Common Shares has not been suspended or deregistered by the Commission or the Principal Market, and (iii) except as set forth in Schedule 3.9, neither the Company nor any of its Subsidiaries has received any communication, written or oral, from the Commission or the Principal Market regarding the suspension or termination of trading of the Common Shares on the Principal Market. (b) The offer Company has filed all required reports, schedules, forms, statements and sale other documents with the Commission pursuant to the Securities Act and the Exchange Act (in each case including all financial statements and schedules and pro forma financial information included therein, all exhibits thereto and all documents incorporated by reference therein, the “SEC Documents”), within the time frames prescribed by the Commission (including any available grace periods and extensions authorized by the SEC) for the filing of such SEC Documents such that each filing was timely filed with the SEC. The Company filed and made publicly available on the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (▇▇▇▇▇) on or prior to the date this representation is made, true, correct and complete copies of the SEC Documents to the extent required by the Securities Act and/or the Exchange Act (as applicable). As of their respective dates, each of the SEC Documents complied in all material respects with the requirements of the Securities Act and/or the Exchange Act (as applicable) applicable thereto. None of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Since the filing of the SEC Documents, no event has occurred that would require an amendment or supplement to any of the SEC Documents and as to which such an amendment or a supplement has not been filed and made publicly available on ▇▇▇▇▇ prior to the date this representation is made. (c) It is understood and acknowledged by the Company that no Investor has been asked to EMC is exempt agree, nor has any Investor agreed, to desist from the Securities Act of 1933purchasing or selling, as amended (“1933 Act”) and the Company has complied and will comply with all requirements of such exemption in all respects. Each certificate representing Securities shall be stamped long and/or short, Common Shares or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” ii. Rule 144 and Resale. Upon EMC informing the Company in writing that it intends to sell or transfer all or any portion other securities of the Securities that are eligible for resale under Rule 144 promulgated under the 1933 Act (including any Rule adopted in substitution Company, or replacement thereof), the Company will allow such sale “derivative” securities or transfer and not interfere in any way with such sale securities based on Common Shares or transfer. In addition, the Company will certify in writing to any person at the request of EMC that the Company is in compliance with the Rule 144 current public information requirements to enable EMC to sell such person’s other securities under Rule 144 [only if Rule 144 is available for the sale], and as may be applicable under the circumstances. If any certificate representing the Securities is presented to the Company’s transfer agent for registration or transfer in connection with any sales theretofore made in compliance with the securities laws, whether because the Securities are subject to an effective registration statement under the 1933 Act or are eligible for resale under Rule 144 [provided such certificate is duly endorsed for transfer by the appropriate person or accompanied by a separate stock power duly executed by the appropriate person in each case], the Company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such Securities to the transferee. All costs of such transfer shall be borne issued by the Company including or to hold any securities for any specified term; and the costs of Investors shall not be deemed to have any legal opinionaffiliation with or control over any arm’s length counterparty in any “derivative” transaction. The Company shall fully comply with further understands and acknowledges that (i) each Investor may engage in hedging and/or trading activities at various times during the period that the Warrants, Warrant Shares and/or Put Settlement Shares are outstanding, and (ii) such hedging and/or trading activities, if any, can reduce the value of the Common Shares held by the existing holders of Common Shares of the Company, both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that any and all federal such hedging and/or trading activities do not constitute a breach of any Credit Document or state securities laws, rules and regulations governing affect the rights of each Investor under any Credit Document. The Company acknowledges that the issuance of any Warrant Shares and any Put Settlement Shares may result in dilution of the outstanding Common Shares, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Credit Documents, including its obligation to issue the Warrant Shares upon exercise of the Warrants and its obligation to issue the Put Settlement Shares pursuant to the Warrants, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such Securities dilution or the resale by EMC. iii. Obligation to satisfy Public Information. In order to satisfy the adequate public informational requirements of Rule 144, any claim the Company will file all reports with the Securities or any of its Subsidiaries may have against each Investor and Exchange Commission (the “Commission”) pursuant to Section 13 regardless of the Securities Exchange Act dilutive effect that such issuance may have on the ownership of 1934, as amended (the “1934 Act”), and has or will file with other stockholders of the Commission all reports required to be filed by it forthwith, and shall continue to file such reports with the Commission so long as required, but for a period of not less than three years; and such reports are or will be true and correct in every material respectCompany.

Securities Matters. i. Exemption and Limitation on Resale The offer and sale As of the Securities date of this Agreement, Buyer meets the requirements to be qualified as “well known seasoned issuer” and is eligible to use an “automatic shelf registration statement” as those terms are defined in applicable rules promulgated by the Company to EMC is exempt from the Securities Act of 1933SEC. To Buyer’s knowledge: (i) All annual, as amended (“1933 Act”) quarterly and the Company has complied other reports or forms, and will comply with all requirements of such exemption in all respects. Each certificate representing Securities shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” ii. Rule 144 and Resale. Upon EMC informing the Company in writing that it intends to sell or transfer all or any portion of the Securities that are eligible for resale under Rule 144 promulgated under the 1933 Act (including any Rule adopted in substitution or replacement thereof), the Company will allow such sale or transfer and not interfere in any way with such sale or transfer. In addition, the Company will certify in writing amendments to any person at the request of EMC that the Company is in compliance with the Rule 144 current public information requirements to enable EMC to sell such person’s securities under Rule 144 [only if Rule 144 is available for the sale]thereof, and as may be applicable under the circumstances. If any certificate representing the Securities is presented to the Company’s transfer agent for registration or transfer in connection with any sales theretofore made in compliance with the securities laws, whether because the Securities are subject to an effective registration statement under the 1933 Act or are eligible for resale under Rule 144 [provided such certificate is duly endorsed for transfer by the appropriate person or accompanied by a separate stock power duly executed by the appropriate person in each case], the Company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such Securities to the transferee. All costs of such transfer shall be borne by the Company including the costs of any legal opinion. The Company shall fully comply with any and all federal or state securities laws, rules and regulations governing the issuance of any such Securities or the resale by EMC. iii. Obligation to satisfy Public Information. In order to satisfy the adequate public informational requirements of Rule 144, the Company will file all reports with the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has or will file with the Commission all reports required to be filed by it forthwith, and shall continue to file such reports Buyer with the Commission so long SEC (the “SEC Filings”) have been timely filed pursuant to the Securities Act or the Exchange Act (as requiredeach such term is hereinafter defined), but as applicable. (ii) The SEC Filings complied as to form in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, in effect on the respective dates thereof. None of the SEC Filings, when filed pursuant to the Securities Act or the Exchange Act, as applicable, contained any untrue statements of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (iii) The financial statements included in the SEC Filings present fairly, in all material respects, the financial position as of the dates indicated and the cash flows and results of operations for a period the periods specified of not less than three yearsBuyer and its consolidated subsidiaries; and (except as otherwise stated in such reports are SEC Filings and, in the case of unaudited interim financials, subject to year-end adjustments and the deletion of complete notes thereto) said financial statements have been prepared in conformity with United States generally accepted accounting principles applied on a consistent basis throughout the periods involved. Since the latest date of the financial statements included in the SEC Filings, there has been no Buyer Material Adverse Effect with respect to Buyer and its subsidiaries, taken as a whole. (iv) Except as disclosed in the Buyer’s SEC Filings, Buyer’s auditors and the audit committee of the board of directors of Buyer have not been advised of: (A) any significant deficiencies in the design or will be true operation of internal controls that could adversely affect Buyer’s ability to record, process, summarize and correct report financial data nor any material weaknesses in every internal controls; or (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Buyer’s internal controls. There have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material respectweaknesses.

Securities Matters. i. Exemption and Limitation on Resale (a) The offer and sale parties shall use all best efforts to cause the issuance of the Securities by the Company Merger Consideration as contemplated under this Agreement to EMC is exempt from be effected in a private placement pursuant to Rule 506 of Regulation D, promulgated under the Securities Act (" Rule 506"). Without limiting the generality of 1933the foregoing, as amended (“1933 Act”i) and the Company has complied and will comply with all requirements of such exemption in all respects. Each certificate representing Securities parties shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” ii. Rule 144 and Resale. Upon EMC informing the Company in writing that it intends cooperate to sell or transfer all or solicit from each Stockholder who is entitled to receive any portion of the Securities that are eligible for resale Merger Consideration such information as is required to determine its status as an accredited or sophisticated investor (alone or together with a purchaser representative) under Rule 144 promulgated 506, including a completed and executed representation letter, in the form attached hereto as Exhibit E from each such Stockholder, and (ii) the Company and the Purchaser shall provide all information required for the preparation and dissemination to the Stockholders entitled to vote on the Merger Agreement, the Merger and related transactions, an information memorandum containing the information required by Rule 506. (b) In the event that the parties determine that the issuance of the Merger Consideration as contemplated under this Agreement is unlikely to comply with Rule 506, then Purchaser and the 1933 Act Company shall prepare, and Purchaser shall apply for a permit, in each case as promptly as practicable, from the California Department of Corporations (including the "Commissioner") pursuant to Section 25121 of the California Corporate Securities Laws of 1968, as amended, and applicable rules thereunder, in order to obtain a fairness hearing (a "Fairness Hearing") and exemption for the issuance of the Merger Consideration under this Agreement pursuant to Section 3(a)(10) of the Securities Act; provided, however, that the Purchaser shall not be required to modify any Rule adopted of the terms of the Merger in substitution any material manner in order to cause the California Secretary of State to approve the fairness of the terms and conditions of the Merger. The Company and Purchaser will notify each other promptly of the receipt of any comments from the Commissioner or replacement thereof)its staff and of any request by the Commissioner or its staff or any other government officials for amendments or supplements to any of the documents filed therewith or any other filing or for additional information and will supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the Commissioner, or its staff or any other government officials, on the other hand, with respect to the filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Information Statement or any other filing, the parties shall promptly inform each other of such occurrence and cooperate in filing with the Commissioner or its staff or any other government officials, and/or mailing to the Stockholders, such amendment or supplement. As soon as permitted by the Commissioner, the Company will allow such sale shall mail the related information statement or transfer and not interfere in any way with such sale or transfer. In additionother disclosure document (collectively, the Company will certify in writing "Information Statement") to any person at all Stockholders entitled to receive such notice under the request California Corporations Code. The Information Statement shall include the unanimous recommendation of EMC that the Board of Directors of the Company is in compliance with the Rule 144 current public information requirements to enable EMC to sell such person’s securities under Rule 144 [only if Rule 144 is available for the sale], and as may be applicable under the circumstances. If any certificate representing the Securities is presented to the Company’s transfer agent for registration or transfer Stockholders to vote in favor of the approval and adoption of the Merger and this Agreement. None of the information supplied by any party in connection with the Fairness Hearing process or the Information Statement or any sales theretofore made in compliance with the securities laws, whether because the Securities are subject other document prepared to an effective registration statement under the 1933 Act or are eligible for resale under Rule 144 [provided such certificate is duly endorsed for transfer by the appropriate person or accompanied by a separate stock power duly executed by the appropriate person in each case], the Company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such Securities to the transferee. All costs of such transfer shall be borne by the Company including the costs of any legal opinion. The Company shall fully comply with any and all federal or state securities laws, rules and regulations governing laws shall contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements contained therein not misleading. (c) In the event that the parties determine that the issuance of any such Securities or the resale by EMC. iii. Obligation Merger Consideration under this Agreement cannot be made pursuant to satisfy Public Information. In order to satisfy an exemption from the adequate public informational registration and prospectus delivery requirements of Rule 144, the Company will file all reports with the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 5 of the Securities Exchange Act either under Regulation D or pursuant to a Fairness Hearing under Section 3(a)(10) or under any other exemption therefrom, then the Purchaser and the Company shall cooperate in good faith to amend the structure of 1934the transaction contemplated by this Agreement and the terms of this Agreement that would allow the issuance of the maximum number of shares of Purchaser Common Stock otherwise includable as Merger Consideration under this Agreement to the Company Common Stockholders in compliance with Applicable Securities Laws. Notwithstanding any other provision of this Agreement, any such amendment shall not cause the Merger to lose its treatment as amended (the “1934 Act”), and has or will file a tax-free reorganization as contemplated by Section 3.6 with the Commission all reports required respect to be filed by it forthwith, and shall continue any non-cash Merger Consideration issuable pursuant to file such reports with the Commission this Agreement as so long as required, but for a period of not less than three years; and such reports are or will be true and correct in every material respectamended.

Securities Matters. i. Exemption (a) Such LED Supply Member that acquires Equity Merger Consideration under this Agreement is doing so for investment and Limitation on Resale The offer 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 in violation of the Securities Act, this Agreement, or any other Applicable Law. Such LED Supply Member understands that the Equity Merger Consideration issued under this Agreement have not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such LED Supply Member’s representations as expressed in this Section 4.6. (b) Such LED Supply Member is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act. (c) Such LED Supply 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 LED Supply Member has sought such accounting, legal, and Tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Equity Merger Consideration. Such LED Supply Member acknowledges that no party hereto nor any Affiliate or Representative of a party hereto has made any representation, express or implied, with respect to the accuracy, completeness, or adequacy of any available information except or to the extent such information is covered by the representations and warranties contained in this Agreement, any other Transaction Document or set forth in filings with the SEC. (d) Such LED Supply Member that acquires Equity Merger Consideration under this Agreement, either alone or with the assistance of a financial advisor, has such knowledge, sophistication, and experience in financial and business matters that it is capable of evaluating the merits and risks of the receipt of the of Equity Merger Consideration and of protecting its interests in connection therewith. Such LED Supply Member has the ability to bear the economic risk of this investment, including a complete loss of the investment. (e) Such LED Supply Member that acquires Equity Merger Consideration under this Agreement understands that the Equity Merger Consideration issued under this Agreement are characterized as “restricted securities” under Applicable Law inasmuch as they are being acquired from the Parent in a transaction not involving a public offering and that under such Applicable Law, the Equity Merger Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Such LED Supply Member acknowledges that the Equity Merger Consideration must be held indefinitely unless a sale of the Securities by the Company to EMC Equity Merger Consideration is exempt from subsequently registered under the Securities Act of 1933, as amended or an exemption from such registration is available. (“1933 Act”f) Such LED Supply Member that acquires Equity Merger Consideration under this Agreement understands and the Company has complied and will comply with all requirements of such exemption in all respects. Each agrees that each book-entry record or certificate representing Securities the Equity Merger Consideration, any securities issued in respect thereof or exchange therefor shall be stamped or otherwise imprinted with bear a legend in substantially the following formform (in addition to any other legend required under Applicable Law) so long as such a legend is required by Applicable Law: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” ii. Rule 144 and Resale. Upon EMC informing (g) Such LED Supply Member that acquires Equity Merger Consideration under this Agreement has had the Company in writing that it intends opportunity to sell or transfer all or any portion consult its own Tax advisors with respect to the Tax consequences to such LED Supply Member of the Securities purchase, receipt, or ownership of the Equity Merger Consideration, including the Tax consequences under Applicable Law. Such LED Supply Member acknowledges that are eligible for resale none of the Parent, its Affiliates, or its Representatives makes or has made any representations or warranties to such LED Supply Member regarding the Tax consequences to such LED Supply Member of the receipt or ownership of the Equity Merger Consideration, including the Tax consequences under Rule 144 promulgated federal, state, local, and other Applicable Law and the possible effects of changes in such laws. (h) Such LED Supply Member that acquires Equity Merger Consideration under this Agreement, if an individual, is a resident of the state shown in the records of LED Supply. Such LED Supply Member, if an entity, is duly organized, validly existing, and in good standing under the 1933 Act (including any Rule adopted in substitution or replacement thereof), the Company will allow such sale or transfer and not interfere in any way with such sale or transfer. In addition, the Company will certify in writing to any person at the request Applicable Law of EMC that the Company is in compliance with the Rule 144 current public information requirements to enable EMC to sell such person’s securities under Rule 144 [only if Rule 144 is available for the sale], and as may be applicable under the circumstances. If any certificate representing the Securities is presented to the Company’s transfer agent for registration or transfer in connection with any sales theretofore made in compliance with the securities laws, whether because the Securities are subject to an effective registration statement under the 1933 Act or are eligible for resale under Rule 144 [provided such certificate is duly endorsed for transfer by the appropriate person or accompanied by a separate stock power duly executed by the appropriate person in each case], the Company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such Securities to the transferee. All costs jurisdiction of such transfer shall be borne by the Company including the costs of any legal opinion. The Company shall fully comply with any and all federal or state securities laws, rules and regulations governing the issuance of any such Securities or the resale by EMC. iii. Obligation to satisfy Public Information. In order to satisfy the adequate public informational requirements of Rule 144, the Company will file all reports with the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934formation, as amended (reflected in the “1934 Act”), and has or will file with the Commission all reports required to be filed by it forthwith, and shall continue to file such reports with the Commission so long as required, but for a period records of not less than three years; and such reports are or will be true and correct in every material respectLED Supply.