Common use of LIST OF EXHIBITS Clause in Contracts

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables, Inc.,a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. ___________________ Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables_________________, Inc.,a Nevada a ___________corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 without par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, 2010 the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [[ a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effectiveeffective ] [the Registration Statement has become effective]under effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesClean Energy Technologies, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesClean Energy Technologies, Inc.,a Nevada , a _______corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 _____ par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ S-1 (File No. 333-__-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's ’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. [Insert Company Name] Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables[insert Company Name], Inc.,a a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ SurePoint Capital Management (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.001 par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesNaturalShrimp Incorporated, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesNaturalShrimp Incorporated, Inc.,a a ____________ Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 ___ par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ (File No. 333-__-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic ReferenceREGISTRATION RIGHTS AGREEMENT] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. [COMPANY] Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables[COMPANY], Inc.,a Nevada a [____] corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 [___] par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] 37 EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: [TRANSFER AGENT] Re: Ladies and Gentlemen: We are counsel to _________________, a __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables, Inc.,a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 without par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, 2013 the Company filed a Registration Statement on Form S- S-___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective] under the 1933 Act at [enter the time of effectiveness] ' on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:: RE: Put Notice Number ____ Dear Xx. Xxxxxx, This is to inform you that as of today, ___________, a _________ corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement to require Kodiak Capital Group, LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $ ________. The Pricing Period runs from __________ until ________. The current number of shares issued and outstanding as of the Company are: The number of shares currently available for issuance on the S-1 for the Equity Line are; ______________________________ Regards, __________________ EXHIBIT D PUT SETTLZMENT SHEET Date: Dear Mr. ______________, Pursuant to the Put given by ____________________________ to Kodiak Capital Group, LLC on ____________ 2013 we are now submitting the amount of common shares for you to issue to Kodiak. Please have a certificate bearing no restrictive legend totaling _________ shares issued to Kodiak Capital Group, LLC immediately and send via DWAC to the following account: XXXXXXXXXXXXXXXXXXX Once these shares are received by us, we will have the funds wired to the Company. Regards,

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C [reserved] EXHIBIT D Broker Representation Letter EXHIBIT E Board Resolution EXHIBIT F Put Notice EXHIBIT D G Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT DateEXHIBIT C EXHIBIT D [BROKER'S LETTERHEAD] Date Via Facsimile Attention: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesEGPI Firecreek, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables, Inc.,a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and Dear __________________: It is our understanding that the Form______ Registration Statement bearing SEC File Number ( ___-______) filed by EGPI Firecreek, Inc., on Form _____ on __________, 200X was declared effective on _________, 200X. This letter shall confirm that ______________ shares of the common stock of EGPI Firecreek, Inc., are being sold on behalf of __________________ and that we shall comply with the prospectus delivery requirements set forth in that Registration Statement by filing the same with the purchaser. If you have any questions please do not hesitate to call. Sincerely, cc: . EXHIBIT E EXHIBIT F Date: RE: Put Notice Number __ Dear Xx. Xxxxxxxx, This is to inform you that as of today, EGPI Firecreek, Inc., a Nevada corporation (the "InvestorCompany") ), hereby elects to exercise its right pursuant to which the Investment Agreement to require Dutchess Private Equities Fund, II, LP. to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from ________ until _______. The current number of shares issued and outstanding as of the Company has agreed to issue to the Investor shares of the Company's common stockare: Regards, $.001 par value per share (the "Common Stock") on the terms Xxxxxx Xxxxxxxxx Chairman and conditions set forth in the Investment Agreement. CFO EGPI Firecreek, Inc. 33 EXHIBIT G PUT SETTLEMENT SHEET Date: Xxxxxx, Pursuant to the Investment AgreementPut given by EGPI Firecreek, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant Inc. to which the Company agreedDutchess Private Equities Fund, among other thingsII, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, L.P. on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No200x, we are now submitting the amount of common shares for you to issue to Dutchess. 333-Please have a certificate bearing no restrictive legend totaling ________) (the "Registration Statement") with the Securities __ shares issued to Dutchess Private Equities Fund, II, LP immediately and Exchange Commission (the "SEC") relating send via DWAC to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoingfollowing account: XXXXXX If not DWAC eligible, please send FedEx Priority Overnight to: XXXXXX Once these shares are received by us, we advise you that [a member of will have the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and funds wired to the best Company. Regards, Xxxxxxx X. Xxxxxxxx 34 DATE. . . . . . . . . . . . . . . . . . . . . PRICE Date of our knowledgeDay 1 . . . . . . . . . . . . . . . . Closing Bid of Day 1 Date of Day 2 . . . . . . . . . . . . . . . . Closing Bid of Day 2 Date of Day 3 . . . . . . . . . . . . . . . . Closing Bid of Day 3 Date of Day 4 . . . . . . . . . . . . . . . . Closing Bid of Day 4 Date of Day 5 . . . . . . . . . . . . . . . . Closing Bid of Day 5 LOWEST 1 (ONE) CLOSING BID IN PRICING PERIOD ------------ PUT AMOUNT ------------ AMOUNT WIRED TO COMPANY ------------ PURCHASE PRICE (95% (NINETY-FIVE PERCENT)) ------------ AMOUNT OF SHARES DUE ------------ The undersigned has completed this Put as of this ___th day of _________, after telephonic inquiry of a member of the SEC’s staff20xx. EGPI Firecreek, no stop order suspending its effectiveness has been issued Inc. Xxxxxx Xxxxxxxxx, Chairman and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:CFO SCHEDULE 4(c) CAPITALIZATION 36 SCHEDULE 4(e) CONFLICTS 37 SCHEDULE 4(g) MATERIAL CHANGES 38 SCHEDULE 4(h) LITIGATION 39 SCHEDULE 4(l) INTELLECTUAL PROPERTY 40 SCHEDULE 4(n) LIENS 41 SCHEDULE 4(t) CERTAIN TRANSACTIONS

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesVNUE, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesVNUE, Inc.,a , a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 _____ par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ S-1 (File No. 333-__-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's ’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:: RE: Put Notice Number __ Dear Mr./Ms._______________, This is to inform you that as of today, VNUE, Inc., a Nevada corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $_______________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares due: _______________. The current number of shares of common stock issued and outstanding is: _______________. The number of shares currently available for issuance on the S-1 is: _______________. Regards, VNUE, Inc. By: Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by VNUE, Inc., to GHS Investments LLC (“GHS”) on _________________ 202_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the following account: If not DWAC eligible, please send FedEx Priority Overnight to: Once these shares are received by us, we will have the funds wired to the Company. Regards, GHS INVESTMENTS LLC By: Name: Title

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's ’s Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesPGI Energy Fund I Series 2010, Inc.,a Nevada , a Texas corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ Kodiak Capital Group, LLC (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 without par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___April , 2006, 2010 the Company filed a Registration Statement on Form S- ___ (File No. 333-________333- ) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's ’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] effective [the Registration Statement has become effective]under effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yoursRespectfully submitted, [Company Counsel] [Missing Graphic Reference] XXXXXXXX & XXXXXX, LLP BY: Xxxxxxxxxx X. XxXxxx EXHIBIT C Date:: RE: Put Notice Number Dear Xx. Xxxxxx, This is to inform you that as of today, ., a Texas corporation (the “Company”), hereby elects to exercise its right pursuant to the Investment Agreement to require Kodiak Capital Group, LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $ . The Pricing Period runs from until . The current number of shares issued and outstanding as of the Company are: The number of shares currently available for issuance on the S-1 for the Equity Line are: Regards, EXHIBIT D

LIST OF EXHIBITS. All exhibits and attachments attached hereto are incorporated herein by this reference. Exhibit A - Outline of Premises Exhibit B - Operating Costs, Taxes and Insurance Exhibit C - Tenant Finish-Work Exhibit D - Building Rules and Regulations Exhibit E - Form of Confirmation of Commencement Date Letter Exhibit F - Form of Tenant Estoppel Certificate Exhibit G - Parking Exhibit H - Telecommunications Exhibit I - Right of First Refusal Exhibit J - Letter of Credit Exhibit K - Moisture and Mold Control Instructions Exhibit L - Option to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall be dated as of the date first above written. If the execution date is left blank, this Lease shall be deemed executed as of the date first written above. LANDLORD: AB/VWP BFC OWNER, LLC, a Delaware limited liability company By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: VP Execution Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC a Delaware Corporation By: /s/ Xxxxx Xxxxxxxx (Mar 19, 2018) Name: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19, 2018 EXHIBIT A Registration Rights Agreement OUTLINE OF PREMISES EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables, Inc.,a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:B

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] NONE EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesXXXXXX INTERNATIONAL, Inc. LTD.. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesXxxxxx International, Inc.,a Nevada Ltd., a Delaware corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ Dutchess Opportunity Fund, II, LP (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 par ..0001 value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ___________, 200_ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] \ EXHIBIT C Date:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesSuccess Entertainment Group International, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesSuccess Entertainment Group International, Inc.,a , a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 _____ par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ S-1 (File No. 333-__-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesDSG Global, Inc. Inc., Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesDSG Global, Inc.,a , a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"). In Act”).In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ (File No. 333-__-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's ’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, This is to inform you that as of today, DSG Global, Inc., a _______ corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares Due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, DSG Global, Inc., By: Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by DSG Global, Inc., to GHS Investments LLC (“GHS”) on _________________ 201_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the following account: If not DWAC eligible, please send FedEx Priority Overnight to: Once these shares are received by us, we will have the funds wired to the Company. Regards, GHS INVESTMENTS LLC By: Name: Title

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesGuided Therapeutics Inc., Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesGuided Therapeutics, Inc.,a Nevada , a _________ corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 ___ par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ (File No. 333-__-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, This is to inform you that as of today, Guided Therapeutics, Inc., a _______ corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares Due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, Guided Therapeutics, Inc., By: __________________________________ Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by Guided Therapeutics, Inc., to GHS Investments LLC (“GHS”) on _________________ 201_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the following account: If not DWAC eligible, please send FedEx Priority Overnight to: Once these shares are received by us, we will have the funds wired to the Company. Regards, GHS INVESTMENTS LLC By: _________________________________ Name: Title

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesH/Cell Energy Corporation, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesH/Cell Energy Corporation., Inc.,a a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ GHS Investments, LLC (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.0001 par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ (File No. 333-__-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's ’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesSinglepoint, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesSinglepoint, Inc.,a , a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 _____ par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ S-1 (File No. 333-__-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's ’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, This is to inform you that as of today, Singlepoint, Inc., a Nevada corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, Singlepoint, Inc. By: Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by Singlepoint, Inc., to GHS Investments LLC (“GHS”) on _________________ 202_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the following account: If not DWAC eligible, please send FedEx Priority Overnight to: Once these shares are received by us, we will have the funds wired to the Company. Regards, GHS INVESTMENTS LLC By: Name: Title:

LIST OF EXHIBITS. EXHIBIT All exhibits and attachments attached hereto are incorporated herein by this reference. Exhibit A Registration Rights Agreement EXHIBIT - Outline of Premises Exhibit B Opinion - Description of Company's Counsel EXHIBIT the Land Exhibit C Put Notice EXHIBIT - Operating Cost Excess, Tax Excess and Insurance Excess Exhibit C-1- Operating Cost Exclusions Exhibit D Put Settlement Sheet LIST - Work Letter Exhibit D-1 - Contractor Rules and Regulations Exhibit D-2 - Energy & Sustainability Construction Guidelines & Requirements Exhibit E - Building Rules and Regulations Exhibit E-1 - Parking Rules and Regulations Exhibit F - Form of Confirmation of Commencement Date Letter Exhibit G - Form of Tenant Estoppel Certificate Exhibit H - Landlord’s Services Exhibit I-1 - List of Approved Issuing Banks Exhibit I-2 - Form of Letter of Credit Exhibit J - Moisture and Mold Control Instructions Exhibit K - Expansion Option and Right of First Offer Exhibit L - Memorandum of Lease Exhibit M - Form of Bill of Sale for Accepted Furniture LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS LEASE, TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM THE PREMISES OR THE PERFORMANCE BY LANDLORD OF NOTICE ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF EFFECTIVENESS OF REGISTRATION STATEMENT ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall be dated as of the date first above written. If the execution date is left blank, this Lease shall be deemed executed as of the date first written above. LANDLORD: 55 CAMBRIDGE PARKWAY, LLC, a Delaware limited liability company By: Invesco ICRE Massachusetts REIT Holdings, LLC, its sole member By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President and Assistant Secretary Execution Date: __________ [TRANSFER AGENT] ReJanuary 22, 2024 TENANT: SAGE THERAPEUTICS, INC., a Delaware corporation By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxxx Racing Stables, Inc. Ladies and GentlemenXxxxxx Title: We are counsel to Xxxxx Xxxxxxx Racing Stables, Inc.,a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] CEO Execution Date: 1/4/2024 EXHIBIT C Date:A

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Bantec Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesBantec Inc., Inc.,a Nevada a Delaware corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.0001 par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 20062023, the Company filed a Registration Statement on Form S- ___ S-1 (File No. 333-__-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's ’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, This is to inform you that as of today, Bantec Inc., a Delaware corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, Bantec Inc. By: Name: Xxxxxxx Xxxxxx Title: Chief Executive Officer EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by Bantec Inc., to GHS Investments LLC (“GHS”) on _________________ 202_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the following account: If not DWAC eligible, please send FedEx Priority Overnight to: Once these shares are received by us, we will have the funds wired to the Company. Regards, GHS INVESTMENTS LLC By: Name: Title

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Revolutions Medical Corporation Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesRevolutions Medical Corporation, Inc.,a a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ KVM Capital Partners (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.001 par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr.__________, This is to inform you that as of today, Revolutions Medical Corporation a Nevada corporation (the “Company”), hereby elects to exercise its right pursuant to the Investment Agreement to require KVM Capital Partners to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares Due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, Revolutions Medical Corporation By: __________________________________ Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by Revolutions Medical Corporation to KVM Capital Partners. (“KVM”) on _________________ 201_, we are now submitting the amount of common shares for you to issue to KVM. Please have a certificate bearing no restrictive legend totaling __________ shares issued to KVM immediately and send via DWAC to the following account: [INSERT] If not DWAC eligible, please send FedEx Priority Overnight to: [INSERT ADDRESS] Once these shares are received by us, we will have the funds wired to the Company. Regards, KVM CAPITAL PARTNERS By: _________________________________ Name: Title: SCHEDULE 4.3

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic ReferenceRegistration Righs Agreement] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. ___________________ Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables_________________, Inc.,a Nevada a ___________corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 without par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, 2011 the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [[ a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effectiveeffective ] [the Registration Statement has become effective]under effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C PUT NOTICE Date: Put Notice Date:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. :___________________ Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables_________________, Inc.,a Nevada a ___________corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 without par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, 2010 the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [[ a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effectiveeffective ] [the Registration Statement has become effective]under effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesSinglepoint Inc., Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesSinglepoint, Inc.,a Nevada Inc. a ----_________ corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 .0001 par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ (File No. 333-__-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, This is to inform you that as of today, Singlepoint Inc., a _______ corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares Due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, Singlepoint Inc., By: __________________________________ Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by Singlepoint Inc., to GHS Investments LLC (“GHS”) on _________________ 2020, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the following account: If not DWAC eligible, please send FedEx Priority Overnight to: Once these shares are received by us, we will have the funds wired to the Company. Regards, GHS INVESTMENTS LLC By: _________________________________ Name: Title:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: ____________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. High Performance Beverages Company Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesHigh Performance Beverages Company, Inc.,a a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ GHS Investments LLC (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 .00001 par value per share (the "share(the “Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ___, 20_________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________333- ) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] , 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. NaturalShrimp Incorporated. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesNaturalShrimp Incorporated., Inc.,a a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 _____ par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ S-1 (File No. 333-__-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's ’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, This is to inform you that as of today, NaturalShrimp Incorporated., a Nevada corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, NaturalShrimp Incorporated.. By: Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by NaturalShrimp Incorporated., to GHS Investments LLC (“GHS”) on _________________ 202_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the following account: If not DWAC eligible, please send FedEx Priority Overnight to: Once these shares are received by us, we will have the funds wired to the Company. Regards, GHS INVESTMENTS LLC By: Name: Title

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesClean Wind Energy Tower, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesClean Wind Energy Tower, Inc.,a , a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ Deer Valley Management, LLC (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.0001 par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:

LIST OF EXHIBITS. EXHIBIT The following exhibits are fully incorporated into this Agreement by reference: Exhibit A Registration Rights Agreement EXHIBIT - Uniform General and Supplementary General Conditions for The University of Texas System Building Construction Contracts Exhibit B Opinion - Owner’s Specifications Exhibit C - Allowable General Conditions Line Items Exhibit D - Guaranteed Maximum Price Proposal Form Attachment 1 to Exhibit D - Guidelines for the Preparation of Company's Counsel EXHIBIT C Put Notice EXHIBIT the GMP Attachment 2 to Exhibit D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables- Payment and Performance Bonds Exhibit E - Security Bond Exhibit F - Construction Manager’s Personnel and Monthly Salary Rate Exhibit G - Constructability Implementation Program Exhibit H - Policy on Utilization, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables, Inc.,a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue Historically Underutilized Businesses Exhibit I - HUB Subcontracting Plan for Pre-Construction Phase Services Exhibit J - Additional Services Proposal Exhibit K - Sales Tax Exemption Form Exhibit L - Rider 1 to the Investor shares Agreement Exhibit M - Rider 105 - Contractor Affirmations Exhibit N - Rider 106 - Premises Rules Exhibit O - Rider 107 - Travel Policy Exhibit P - Execution of Offer Exhibit Q – Rider 117 – Institutional Policies BY SIGNING BELOW, the Construction Manager has executed and bound itself to this Agreement as of the Company's common stockday and year first above written. The Agreement shall become effective only upon the execution of the Agreement by both parties. Change orders, $.001 par value per share (additional services, amendments, modifications, deletions or other changes to the "Common Stock") on Agreement, if any, shall become effective only upon the terms and conditions set forth issuance of a signed Notice to proceed by Owner to the Construction Manager. Subsequent to the issuance of a signed Notice to Proceed, Owner will issue a Purchase Order Revision reflecting the changes in scope, additional services, amendments, modifications, deletions or other changes to the Investment Agreement. Pursuant Contractor must receive the Purchase Order Revision prior to Contractor submitting invoice for payment for the Investment Agreement, the Company also has entered into a Registration Rights associated Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:change.

LIST OF EXHIBITS. Exhibit A Revolving Note Exhibit B Borrower's and each Subsidiary's Business Locations Exhibit C Jurisdictions in which Borrower and each Subsidiary is Authorized to do Business Exhibit D Capital Structure of Borrower Exhibit E Corporate Names Exhibit F Tax Identification Numbers of Subsidiaries Exhibit G Patents, Trademarks, Copyrights and Licenses Exhibit H Contracts Restricting Borrower's Right to Incur Debts Exhibit I Litigation Exhibit J Capitalized Leases Exhibit K Operating Leases Exhibit L Pension Plans Exhibit M Labor Contracts Exhibit N Compliance Certificate Exhibit O Permitted Liens EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion REVOLVING PROMISSORY NOTE $5,000,000 July 13, 2000 FOR VALUE RECEIVED, ZOOM TELEPHONICS, INC., a Massachusetts corporation with a business address of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables000 Xxxxx, Inc. Ladies and Gentlemen: We are counsel Xxxxxx, Xxxxxxxxxxxxx 00000 (hereinafter referred to Xxxxx Xxxxxxx Racing Stablesas the "Borrower"), Inc.,a Nevada corporation promises to pay to the order of Fleet Capital Corporation, a Rhode Island (the "CompanyLender"), at the offices located at Xxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxxxxx 00000, the lesser of (i) the principal sum of Five Million and have represented 00/100 Dollars ($5,000,000.00), or (ii) the Company in connection with aggregate unpaid principal amount of all advances of funds under the Revolving Credit Loan made by the Lender to the Borrower pursuant to that certain Investment Loan and Security Agreement dated as of the date hereof by and between the Borrower and the Lender, as the same may be amended (the "Investment Loan Agreement") entered into by ). The Borrower shall pay in full all unpaid principal, interest, fees and among the Company and _________________________ (the "Investor") other amounts due under this Note upon termination hereof pursuant to which the Company has agreed Loan Agreement. The Borrower promises to issue pay to the Investor shares order of the Company's common stock, $.001 par value per share (the "Common Stock") Lender interest before and after maturity on the terms principal amount of this Note outstanding from time to time from the date hereof until payment in full of all principal, interest, fees and conditions other sums due under this Note in accordance with the Loan Agreement. Upon the occurrence and during the continuance of an Event of Default, the principal amount of all Loans shall bear interest at a rate per annum equal to two percent (2.0%) above the interest rate otherwise applicable thereto. Principal, interest, fees and other sums are payable in immediately available Dollars to the Agent at its address set forth in the Investment Loan Agreement or as otherwise directed in writing from the Agent to the Borrower. This Note is one of the Revolving Credit Notes referred to in, and is entitled to the benefits of, the Loan Agreement. Pursuant to The applicable terms and provisions of the Investment Loan Agreement are incorporated herein by reference as if fully set forth herein. In the event of any conflict between any provision of this Note and any provision(s) of the Loan Agreement, such provision(s) of the Company also has entered into a Registration Rights Loan Agreement with shall control. Each capitalized term used in this Note and not expressly defined in this Note shall have the Investor (meaning ascribed to such term in the "Registration Rights Loan Agreement") pursuant to which the Company agreed. The Loan Agreement, among other things, contains provisions for acceleration of the maturity of this Note upon the happening of certain stated events and also for prepayments on account of principal of this Note prior to register the Registrable Securities (as defined maturity of this Note upon the terms and conditions specified in the Registration Rights Loan Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:.

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. 1606 Corp. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables1606 Corp., Inc.,a a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 _____ par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ S-1 (File No. 333-__-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's ’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, This is to inform you that as of today, 1606 Corp., a Nevada corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, 1606 Corp. By: Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by 1606 Corp., to GHS Investments LLC (“GHS”) on _________________ 202_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the following account: If not DWAC eligible, please send FedEx Priority Overnight to: Once these shares are received by us, we will have the funds wired to the Company. Regards, GHS INVESTMENTS LLC By: Name: Title

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. Exhibit B EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, HNO International Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesHNO International Inc., Inc.,a a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.001 par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ S-1 (File No. 333-__-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] Exhibit B EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, This is to inform you that as of today, HNO International Inc., a Nevada corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, HNO International Inc. By: __________________________________ Name: Title: Exhibit C EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by HNO International Inc., to GHS Investments LLC (“GHS”) on _________________ 202_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the following account: [INSERT] If not DWAC eligible, please send FedEx Priority Overnight to: [INSERT ADDRESS] Once these shares are received by us, we will have the funds wired to the Company. Regards, GHS INVESTMENTS LLC By: _________________________________ Name: Title

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesGlobal Digital Solutions, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesGlobal Digital Solutions, Inc.,a Nevada , a New Jersey corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 _____ par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ S-1 (File No. 333-__-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, This is to inform you that as of today, Global Digital Solutions, Inc., a New Jersey corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares due: ___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, Global Digital Solutions, Inc. By: Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by Global Digital Solutions, Inc., to GHS Investments LLC (“GHS”) on _________________ 202_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the following account: If not DWAC eligible, please send FedEx Priority Overnight to: Once these shares are received by us, we will have the funds wired to the Company. Regards, GHS INVESTMENTS LLC By: Name: Title:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesGLOBAL EARTH ENERGY, Inc. INC.. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesGlobal Earth Energy, Inc.,a , a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ Dutchess Opportunity Fund, II, LP (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 without par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ___________, 200_ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [[ a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effectiveeffective ] [the Registration Statement has become effective]under effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date: RE: Put Notice Number __ Dear Xx. Xxxxxxxx, This is to inform you that as of today, Global Earth Energy, Inc., Inc., a Nevada corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement to require Dutchess Opportunity Fund, II, LP to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from ________ until _______. The Suspension Price is $________ The current number of shares issued and outstanding as of the Company are: ____________________________ The number of shares currently available for issuance on the S-1 for the Equity Line are: _________________________ Regards, Global Earth Energy, Inc. ______________________ Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: Dear ______, Pursuant to the Put given by Global Earth Energy, Inc., to Dutchess Opportunity Fund, II, LP on _________________ 200_, we are now submitting the amount of common shares for you to issue to Dutchess. Please have a certificate bearing no restrictive legend totaling __________ shares issued to Dutchess Opportunity Fund, II, LP immediately and send via DWAC to the following account: XXXXXX If not DWAC eligible, please send FedEx Priority Overnight to: XXXXXX Once these shares are received by us, we will have the funds wired to the Company. Regards, Xxxxxxx X. Xxxxxxxx DATE. . . . . . . . . . . . . . . . . Closing Bid Day 1 Day 2 Day 3 Day 4 Day 5 Lowest Closing Best Bid ------------ PUT AMOUNT ------------ AMOUNT WIRED TO COMPANY ------------ PURCHASE PRICE (93%) ------------ AMOUNT OF SHARES DUE ------------ The undersigned has completed this Put as of this ___th day of _________, 200_. Global Earth Energy, Inc. ______________________________ Name: Title:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's ’s Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesLone Star Gold, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesLone Star Gold, Inc.,a , a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ Fairhills Capital Offshore Ltd. (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, stock with $.001 0.001 par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Sunshine Biopharma Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesSunshine Biopharma Inc., Inc.,a Nevada a Colorado corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.01 par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ (File No. 333-__-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, This is to inform you that as of today, Sunshine Biopharma, Inc., a Colorado corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares Due: ___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, Sunshine Biopharma, Inc. By: __________________________________ Name: Caxxxxx Xxxxxxx Title: Chief Financial Officer EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by Sunshine Biopharma, Inc., to GHS Investments LLC (“GHS”) on _________________ 201_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the following account: If not DWAC eligible, please send FedEx Priority Overnight to: Once these shares are received by us, we will have the funds wired to the Company. Regards, GHS INVESTMENTS LLC By: __________________________________ Name: Title:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Form of Company's Counsel Drawdown Notice EXHIBIT C Put Notice Investor Questionnaire EXHIBIT D Put Drawdown Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF DRAWDOWN NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: RE: Drawdown Notice Number __ Dear _____________, This is to inform you that as of today, Rich Pharmaceuticals, Inc., a Nevada corporation (the “Company”), hereby elects to exercise its right pursuant to the Investment Agreement to require Macallan Partners, LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this Drawdown is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Drawdown Shares Due:___________________. The current number of shares of common stock issued and outstanding is: __________ [TRANSFER AGENT] Re________. The number of shares currently available for issuance on the Registration Statement on Form S-1 is: Xxxxx Xxxxxxx Racing Stables________________________. Regards, Rich Pharmaceuticals, Inc. Ladies and GentlemenBy: We are counsel to Xxxxx Xxxxxxx Racing Stables, Inc.,a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and __________________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Name: Title: EXHIBIT C Form of Investor shares of the Company's common stockQuestionnaire EXHIBIT D DRAWDOWN SETTLEMENT SHEET Date: ________________ Dear _____________, $.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment AgreementDrawdown given by Rich Pharmaceuticals, the Company also has entered into a Registration Rights Agreement with the Investor Inc. (the "Registration Rights Agreement"“Company”) pursuant to which the Company agreedMacallan Partners, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended LLC (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, “Investor”) on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No201_, we are now submitting the amount of common shares for you to issue to the Investor. 333-Please have a certificate bearing no restrictive legend totaling ________) (the "Registration Statement") with the Securities __ shares issued to Investor immediately and Exchange send via its Deposit Withdrawal Agent Commission (the "SEC"“DWAC”) relating system to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoingfollowing account: [INSERT] If not DWAC eligible, please send FedEx Priority Overnight to: [INSERT ADDRESS] Once these shares are received by us, we advise you that [a member of will have the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and funds wired to the best of our knowledgeCompany. Regards, after telephonic inquiry of a member of the SEC’s staffMACALLAN PARTNERS, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C DateLLC By: _________________________________ Name: Title:

LIST OF EXHIBITS. EXHIBIT Exhibit I - Form of Tranche A Registration Rights Note Exhibit II - Form of Tranche B Note Exhibit III - Form of Assignment Agreement EXHIBIT Exhibit IV - Form of Tranche A Borrowing Request Exhibit V - Form of Tranche B Borrowing Request Exhibit VI - Total Facility Amounts Exhibit VII - Form of Compliance Certificate Exhibit VIII - Form of Opinion of Company's Borrowers' Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesExhibit IX - Form of Opinion of Local Counsel Exhibit X - Disclosures Exhibit XI - Description of Bayou Carlxx Xxxspect Exhibit XII - Description of Franklin Deep Prospect Exhibit XIII - Description of Supplemental KMR Working Interests Exhibit XIV - Form of Amended and Restated Guaranty FIRST AMENDED AND RESTATED CREDIT AGREEMENT THIS FIRST AMENDED AND RESTATED CREDIT AGREEMENT is made and entered into effective as of December 22, Inc. Ladies 1998, by and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stablesamong KCS RESOURCES, Inc.,a Nevada INC., a Delaware corporation ("KRI"); KCS MICHIGAN RESOURCES, INC., a Delaware corporation ("KCS Michigan"); and KCS ENERGY MARKETING, INC., a New Jersey corporation ("KCS Marketing," and together with KRI and KCS Michigan, each individually, a "Borrower" and collectively, the "CompanyBorrowers"), each lender that is a signatory hereto or becomes a party hereto as provided in Sections 9.1 or 2.24 (individually, together with its successors and have represented the Company in connection such assigns, a "Lender" and, collectively, together with that certain Investment Agreement (their respective successors and such assigns, the "Investment AgreementLenders") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933CANADIAN IMPERIAL BANK OF COMMERCE, a Canadian chartered bank, acting through its New York Agency (in its individual capacity, "CIBC"), as amended agent for the Lenders (the "1933 Act"). In connection in such capacity, together with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act successors in such capacity pursuant to the Registration Statement. Very truly yoursterms hereof, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:the "Agent"), CIBC INC., a Delaware corporation (in its individual capacity, "CIBC Inc.", as collateral agent for the Lenders (in such capacity, together with its successors in such capacity pursuant to the terms hereof, the "Collateral Agent"), BANK ONE, TEXAS, NATIONAL ASSOCIATION, a national banking association, as co-agent for the Lenders, and NATIONSBANK OF TEXAS, N.A., a national banking association, as co-agent for the Lenders.

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesClean Power Technologies, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesClean Power Technologies, Inc.,a Nevada , a Delaware corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:: RE: Put Notice Number __ Dear Xx. Xxxxxxxx, This is to inform you that as of today, Clean Power Technologies, Inc., a Nevada corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement to require Dutchess Private Equities Fund, LP to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from ________ until _______. The current number of shares issued and outstanding as of the Company are: The number of shares currently available for issuance on the SB-2 for the Equity Line are: _________________________ Regards, _____________ Xxxxx X. Xxxxx, CEO Clean Power Technologies, Inc. EXHIBIT D PUT SETTLEMENT SHEET Date: Dear Xx. Xxxxx, Pursuant to the Put given by Clean Power Technologies, Inc. to Dutchess Private Equities Fund, L.P. on _________________ 200_, we are now submitting the amount of common shares for you to issue to Dutchess. Please have a certificate bearing no restrictive legend totaling __________ shares issued to Dutchess Private Equities Fund, LP immediately and send via DWAC to the following account: XXXXXX If not DWAC eligible, please send FedEx Priority Overnight to: XXXXXX Once these shares are received by us, we will have the funds wired to the Company. Regards, Xxxxxxx X. Xxxxxxxx 36 DATE. . . . . . . . . . . . . . . . . . . . . PRICE Date of Day 1 . . . . . . . . . . . . . . . . Closing Bid of Day 1 Date of Day 2 . . . . . . . . . . . . . . . . Closing Bid of Day 2 Date of Day 3 . . . . . . . . . . . . . . . . Closing Bid of Day 3 Date of Day 4 . . . . . . . . . . . . . . . . Closing Bid of Day 4 Date of Day 5 . . . . . . . . . . . . . . . . Closing Bid of Day 5 LOWEST 1 (ONE) CLOSING BID IN PRICING PERIOD ------------ PUT AMOUNT ------------ AMOUNT WIRED TO COMPANY ------------ PURCHASE PRICE (96)% (NINETY-SIX PERCENT)) ------------ AMOUNT OF SHARES DUE ------------ The undersigned has completed this Put as of this ___th day of _________, 200_. CLEAN POWER TECHNOLOGIES, INC. ____________________________ Xxxxx X. Xxxxx, CEO 37 SCHEDULE 4(c) CAPITALIZATION 38 SCHEDULE 4(e) CONFLICTS 39 SCHEDULE 4(g) MATERIAL CHANGES 40 SCHEDULE 4(h) LITIGATION 41 SCHEDULE 4(l) INTELLECTUAL PROPERTY 42 SCHEDULE 4(n) LIENS 43 SCHEDULE 4(t) CERTAIN TRANSACTIONS

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] Viper Resources, Inc.INVESTMENT.AGREEMENT.Janaury.2010. EXHIBIT A [Missing Graphic Reference] EXHIBIT B Viper Resources, Inc.INVESTMENT.AGREEMENT.Janaury.2010. FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesVIPER RESOURCES, Inc. INC.. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesViper Resources, Inc.,a , a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ Dutchess Opportunity Fund, II, LP (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 without par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ___________, 200_ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:: Viper Resources, Inc.INVESTMENT.AGREEMENT.Janaury.2010. RE: Put Notice Number __ Dear Xx. Xxxxxxxx, This is to inform you that as of today, Viper Resources, Inc., Inc., a Nevada corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement to require Dutchess Opportunity Fund, II, LP to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from ________ until _______. The Suspension Price is $________ The current number of shares issued and outstanding as of the Company are: ____________________________ The number of shares currently available for issuance on the S-1 for the Equity Line are: _________________________ Regards, Viper Resources, Inc. Name: Title: Viper Resources, Inc.INVESTMENT.AGREEMENT.Janaury.2010. EXHIBIT D PUT SETTLEMENT SHEET Date: Dear ______, Pursuant to the Put given by Viper Resources, Inc., to Dutchess Opportunity Fund, II, LP on _________________ 200_, we are now submitting the amount of common shares for you to issue to Dutchess. Please have a certificate bearing no restrictive legend totaling __________ shares issued to Dutchess Opportunity Fund, II, LP immediately and send via DWAC to the following account: XXXXXX If not DWAC eligible, please send FedEx Priority Overnight to: XXXXXX Once these shares are received by us, we will have the funds wired to the Company. Regards, Xxxxxxx X. Xxxxxxxx Viper Resources, Inc.INVESTMENT.AGREEMENT.Janaury.2010.

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Anvia Holdings Corp. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesAnvia Holdings Corp., Inc.,a Nevada a Delaware corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ GHS Investments, LLC (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.0001 par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ (File No. 333-__-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's ’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, This is to inform you that as of today, Anvia Holdings Corp., a Delaware corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares Due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, Anvia Holdings Corp., By: Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by Anvia Holdings Corp., to GHS Investments LLC (“GHS”) on _________________ 201_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the following account: If not DWAC eligible, please send FedEx Priority Overnight to: Once these shares are received by us, we will have the funds wired to the Company. Regards, GHS INVESTMENTS LLC By: Name: Title:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesDigital Locations, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesDigital Locations, Inc.,a , a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 _____ par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ S-1 (File No. 333-__-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's ’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, This is to inform you that as of today, Digital Locations, Inc., a Nevada corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, Digital Locations, Inc. By: Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by Digital Locations, Inc., to GHS Investments LLC (“GHS”) on _________________ 202_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the following account: If not DWAC eligible, please send FedEx Priority Overnight to: Once these shares are received by us, we will have the funds wired to the Company. Regards, GHS INVESTMENTS LLC By: Name: Title

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: :__________ [TRANSFER AGENT] Pacific Stock Transfer Company 0000 Xxx Xxxxx Xxxx, Xxxxx 000 Xxx Xxxxx, XX 00000 Attn: Xxxxxxxx Xxxxxx M xxxxxxx@xxxxxxxxxxxxxxxxxxxx.xxx Re: Xxxxx Xxxxxxx Racing StablesFinancial Gravity Companies, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesFinancial Gravity Companies, Inc.,a , a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ GHS Investments, LLC (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 20062017, the Company filed a Registration Statement on Form S- ___ S-1 (File No. 333--__________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] _____on [enter the date of effectiveness] _____, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC SEC, and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.______________ This is to inform you that as of today, Financial Gravity Companies, Inc., a Nevada corporation (the "Company"), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments, LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________ The Pricing Period runs from _____ until _____ The Purchase Price is: $__________ The number of Put Shares Due: ______________ The current number of shares of common stock issued and outstanding is: The number of shares currently available for issuance under the S-1 is: __________ Regards, Financial Gravity Companies, Inc., By:________________________ Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date:__________ Dear Mr.__________ Pursuant to the Put given by Financial Gravity Companies, Inc., to GHS Investments, LLC ("GHS") on __________201_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the following account: If not DWAC eligible, please send FedEx Priority Overnight to: Once these shares are received by us, we will have the funds wired to the Company. Regards, GHS INVESTMENTS, LLC By:___________________ Name: Title

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion EXHIBITB Notice of Company's Counsel EXHIBIT C Effectiveness EXHIBITC Put Notice EXHIBIT D EXHIBITD Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT EXHlBIT A [Missing Graphic Reference] EXHIBIT B REGISTRATION RIGHTS AGREEMENT See attached. EXHIBITB FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesDSG Global, Inc. Inc., Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesDSG Global, Inc.,a Nevada , a ________corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 _ par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ________,20____ ___, 2006, the Company filed a Registration Statement on Form S- ___ S-1 (File No. 333-.________) ___ (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's ’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [effective under the Registration Statement has become effective]under the 1933 I933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] at_____ on_____ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C EXHIBITC FORM OF PUT NOTICE Date: RE: Put Notice Number Dear Mr./Ms.______ This is to inform you that as of today, DSG Global, Inc., a ______ corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $______ The Pricing Period runs from _______until _______ The Purchase Price is: $ ______ The number of Put Shares Due:——— The current number of shares of common stock issued and outstanding is: _______ The number of shares currently available for issuance on the S-1 is: ________ Regards, DSG Global, Inc., By: Name: Title: EXHIBITD PUT SETTLEMENT SHEET Date: ________ Dear Mr. _______ Pursuant to the Put given by DSG Global, Inc., to GHS Investments LLC (“GHS”) on ______ 20l..J we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling ______ shares issued to GHS immediately and send via DWAC to the following account: If not DWAC eligible, please send FedEx Priority Overnight to: Once these shares are received by us, we will have the funds wired to the Company. Regards, GHSINVESTMENTSLLC By: Name: Title

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesHUMBL, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesHUMBL, Inc.,a Nevada , a Delaware corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 _____ par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ S-1 (File No. 333-__-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's ’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, This is to inform you that as of today, HUMBL, Inc., a Delaware corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, HUMBL, Inc. By: Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by HUMBL, Inc., to GHS Investments LLC (“GHS”) on _________________ 202_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the following account: If not DWAC eligible, please send FedEx Priority Overnight to: Once these shares are received by us, we will have the funds wired to the Company. Regards, GHS INVESTMENTS LLC By: Name: Title

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesOriginClear, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesOriginClear, Inc.,a , a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 _____ par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ S-1 (File No. 333-__-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's ’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, This is to inform you that as of today, OriginClear, Inc., a Nevada corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, OriginClear, Inc. By: Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by OriginClear, Inc., to GHS Investments LLC (“GHS”) on _________________ 202_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the following account: If not DWAC eligible, please send FedEx Priority Overnight to: Once these shares are received by us, we will have the funds wired to the Company. Regards, GHS INVESTMENTS LLC By: Name: Title DISCLOSURE SCHEDULE

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Form of Company's Counsel Notice of Effectiveness of Registration Statement EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesMMR Information Systems, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesMMR Information Systems, Inc.,a Nevada corporation (the "Company"), and have Inc. We represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ Dutchess Equity Fund, LP (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 0.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register for resale the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ___________, 200_ ___, 2006, the Company filed a Registration Statement on Form S- ___ S-1 (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] XXXXXXXXX XXXXX XXXXXXX & XXXXX EXHIBIT C PUT NOTICE Date:: RE: Put Notice Number __ Dear Xx. Xxxxxxxx, This is to inform you that as of today, MMR Information Systems, Inc., a Delaware corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement to require Dutchess Equity Fund, LP to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from ________ until _______. The Minimum Acceptable Price is _____________. The current number of shares issued and outstanding as of the Company is: ______________________ The number of shares currently issuable pursuant to the Investment Agreement and available for resale pursuant to the Registration Statement (prior to giving effect to this Put Notice) is: _________________________________ Regards, _________________________________ MMR Information Systems, Inc. Xxxxxx X. Xxxxxx - Chairman, President & CEO EXHIBIT D

LIST OF EXHIBITS. EXHIBIT Exhibit A Registration Rights -- Form of Note Exhibit B -- Form of Security Agreement EXHIBIT B Opinion Exhibit C -- Form of Company's Counsel EXHIBIT C Put Notice EXHIBIT Confirmation and Grant of Security Interest in Trademarks Exhibit D Put Settlement Sheet -- Form of Guaranty Exhibit E -- Form of Compliance Certificate Exhibit F -- Form of Assignment and Acceptance Exhibit G -- Form of Release Agreement Exhibit H -- Form of Warrant Agreement LIST OF SCHEDULES Schedule 4(a1.1 -- List of Lenders Schedule 3.1(c) -- Evidence of Insurance Schedule 4.1(b) -- List of Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesSchedule 4.1(d) -- List of Authorizations, Inc. Ladies Approvals and Gentlemen: We are counsel Notices Schedule 4.1(f) -- List of Litigation Schedule 4.1(q) -- List of Open Tax Years Schedule 4.1(r) -- List of Unpaid Proposed Federal Adjustments to Xxxxx Xxxxxxx Racing StablesOpen Years Schedule 4.1(s) -- List of Unpaid Proposed State, Inc.,a Nevada Local and Foreign Adjustments to Open Years Schedule 4.1(v) -- List of Owned Real Property Schedule 4.1(w) -- List of Leased Real Property Schedule 4.1(x) -- List of Existing Investments Schedule 4.1(y) -- List of Patents, Trademarks, Trade Names, Service Marks and Copyrights Schedule 4.1(z) -- List of Employment Agreements, Executive Compensation Arrangements and Agreements Relating to Voting or Disposition of Stock Schedule 5.2(b) -- List of Existing Debt Schedule 5.2(c) -- List of Existing Liens TERM LOAN AGREEMENT, dated as of November 4, 1996 (this "AGREEMENT"), among DEP CORPORATION, a Delaware corporation ("BORROWER"), the lenders ("LENDERS") listed on the signature pages hereof, CITY NATIONAL BANK, as co-agent (the "CompanyCO-AGENT") for Lenders (as hereinafter defined) hereunder, and FOOTHILL CAPITAL CORPORATION ("FOOTHILL"), and have represented the Company in connection with that certain Investment Agreement as Agent (the "Investment AgreementAGENT") entered into by and among for Lenders. As used herein, the Company and _________________________ (the term "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 par value per share (the "Common Stock") Lenders" includes Lenders listed on the terms and conditions set forth signature pages hereof and/or their predecessors in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933interest, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:context may require.

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables:Data443 Risk Mitigation, Inc. Inc., Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablestoData443 Risk Mitigation, Inc.,a , a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ PAG GROUP, LLC (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.001 par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ S-1 (File No. 333-__-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's ’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's ’s Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Stevia Nutra Corp Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesStevia Nutra Corp., Inc.,a a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ Fairhills Capital Offshore Ltd. (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, stock with $.001 0.001 par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesDiamond Discoveries International, Inc. Corp. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesDiamond Discoveries International, Inc.,a Nevada Corp., a Delaware corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Exhibit A: Form of Subscription Agreement EXHIBIT B Opinion Exhibit B: Form of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST Warrant Exhibit C: Form of Convertible Note Exhibit D: State Securities Laws Disclosures Exhibit E: Annual Report on Form 10-KSB for the year ended December 31, 2003 Exhibit F: Quarterly Report on Form 10-QSB for the quarterly period ended June 30, 2004 THIS MEMORANDUM IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED INFORMATION APPEARING ELSEWHERE IN THE EXHIBITS ATTACHED HERETO AND THE AGREEMENTS AND OTHER DOCUMENTS REFERENCED HEREIN WHICH ARE AVAILABLE TO PROSPECTIVE INVESTORS OR THEIR ADVISORS UPON REQUEST. PROSPECTIVE INVESTORS ARE ENCOURAGED TO REVIEW THIS MEMORANDUM AND ALL EXHIBITS IN THEIR ENTIRETY, TO ASK QUESTIONS OF SCHEDULES Schedule 4(aTHE COMPANY CONCERNING ITS BUSINESS, PROSPECTS AND THE TERMS AND CONDITIONS OF THIS OFFERING AND TO OBTAIN ADDITIONAL INFORMATION NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION CONTAINED IN THIS MEMORANDUM, THE EXHIBITS HERETO AND THE AGREEMENTS REFERENCED HEREIN. THIS MEMORANDUM AND THE EXHIBITS CONTAIN CERTAIN FORWARD LOOKING STATEMENTS WHICH ARE INTENDED TO BE SUBJECT TO SAFE HARBORS FOR SUCH STATEMENTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM AND THE SECURITIES AND EXCHANGE ACT OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables1934, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables, Inc.,a Nevada corporation AS AMENDED (the THE "CompanyEXCHANGE ACT"). SUITABILITY STANDARDS Investors who certify that they meet the definition of an "accredited investor" under Rule 501 of Regulation D may subscribe to Units hereunder. In general, individuals qualify as an accredited investor if they have individual income of $200,000 or joint income with their spouses of $300,000 in each of the most recent calendar years and expect to have represented income at least equal to these amounts in the Company current calendar year or have a net worth of at least $1,000,000. In addition, the Offering will be available to a limited number of non-accredited investors subject to the requirements of Rule 506 of Regulation D and the rules promulgated under the Securities Act upon the written consent of the Company. Complete definitions are provided in connection with that certain Investment the Investor Questionnaire and Subscription Agreement (the "Investment Subscription Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement distributed with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:this Memorandum.

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet 24 LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] SUBSIDIARIES OF DNAPRINT GENOMICS, INC. DNAPrint Genomics, Inc. (Florida corporation) DNAPrint Pharmaceuticals, Inc. Ellipsis Biotherapeutics Corporation Kenna Technologies, Inc. Trace Genetics, Inc. EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesDNAPrint Genomics, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesDNAPrint Genomics, Inc.,a Nevada , a Utah corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 .01 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [[ a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effectiveeffective ] [the Registration Statement has become effective]under effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:: RE: Put Notice Number __ Dear Xx. Xxxxxxxx, This is to inform you that as of today, DNAPrint Genomics, Inc., a Utah corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement to require Dutchess Private Equities Fund, Ltd. to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from ________ until _______. The current number of shares issued and outstanding as of the Company are: The number of shares currently available for issuance on the SB-2 for the Equity Line are: _________________________ Regards, _____________ Xxxxxxx Xxxxxxx, CEO DNAPrint Genomics, Inc. EXHIBIT D PUT SETTLEMENT SHEET Date: Dear Xx. Xxxxxxx, Pursuant to the Put given by DNAPrint Genomics, Inc. to Dutchess Private Equities Fund, Ltd. on _________________ 200_, we are now submitting the amount of common shares for you to issue to Dutchess. Please have a certificate bearing no restrictive legend totaling __________ shares issued to Dutchess Private Equities Fund, Ltd. immediately and send via DWAC to the following account: XXXXXX If not DWAC eligible, please send FedEx Priority Overnight to: XXXXXX Once these shares are received by us, we will have the funds wired to the Company. Regards, Xxxxxxx X. Xxxxxxxx 29 DATE. . . . . . . . . . . . . . . . . . . . . PRICE Date of Day 1 . . . . . . . . . . . . . . . . Closing Bid of Day 1 Date of Day 2 . . . . . . . . . . . . . . . . Closing Bid of Day 2 Date of Day 3 . . . . . . . . . . . . . . . . Closing Bid of Day 3 Date of Day 4 . . . . . . . . . . . . . . . . Closing Bid of Day 4 Date of Day 5 . . . . . . . . . . . . . . . . Closing Bid of Day 5 LOWEST 1 (ONE) CLOSING BID IN PRICING PERIOD ------------ PUT AMOUNT ------------ AMOUNT WIRED TO COMPANY ------------ PURCHASE PRICE (93)% (NINETY-THREE PERCENT)) ------------ AMOUNT OF SHARES DUE ------------ The undersigned has completed this Put as of this ___th day of _________, 200_. DNAPRINT GENOMICS, INC. ______________________________ Xxxxxxx Xxxxxxx, CEO 30 SCHEDULE 4(c) CAPITALIZATION Authorized Capital Stock as of March 26, 2007 1,500,000,000 shares of Common Stock authorized and 529,922,700 issued and outstanding. 10,000,000 shares of Preferred Stock authorized, of which 50,000 share are designated as Series A Convertible Stock, 40,000 of which are authorized with no shares issued or outstanding. 94,016,687 shares reserved for issuance pursuant to options, warrants and other convertible securities. SCHEDULE 4(e) CONFLICTS None. SCHEDULE 4(g) MATERIAL CHANGES None. SCHEDULE 4(h) LITIGATION None. SCHEDULE 4(l) INTELLECTUAL PROPERTY SCHEDULE 4(n) LIENS None. SCHEDULE 4(t) CERTAIN TRANSACTIONS None.

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, OZOP Energy Solutions Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesOZOP Energy Solutions Inc., Inc.,a a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 _____ par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ S-1 (File No. 333-__-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's ’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, This is to inform you that as of today, OZOP Energy Solutions Inc., a Nevada corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, OZOP Energy Solutions Inc.. By: Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by OZOP Energy Solutions Inc., to GHS Investments LLC (“GHS”) on _________________ 202_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the following account: If not DWAC eligible, please send FedEx Priority Overnight to: Once these shares are received by us, we will have the funds wired to the Company. Regards, GHS INVESTMENTS LLC By: Name: Title

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C [reserved] EXHIBIT D Broker Representation Letter EXHIBIT E Board Resolution EXHIBIT F Put Notice EXHIBIT D G Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT DateEXHIBIT C EXHIBIT D [BROKER'S LETTERHEAD] Date Via Facsimile Attention: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesEGPI Firecreek, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables, Inc.,a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and Dear __________________: It is our understanding that the Form______ Registration Statement bearing SEC File Number ( ___-______) filed by EGPI Firecreek, Inc., on Form _____ on __________, 200X was declared effective on _________, 200X. This letter shall confirm that ______________ shares of the common stock of EGPI Firecreek, Inc., are being sold on behalf of __________________ and that we shall comply with the prospectus delivery requirements set forth in that Registration Statement by filing the same with the purchaser. If you have any questions please do not hesitate to call. Sincerely, cc: . EXHIBIT E EXHIBIT F Date: RE: Put Notice Number __ Dear Xx. Xxxxxxxx, This is to inform you that as of today, EGPI Firecreek, Inc., a Nevada corporation (the "InvestorCompany") ), hereby elects to exercise its right pursuant to which the Investment Agreement to require Dutchess Private Equities Fund, II, LP. to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from ________ until _______. The current number of shares issued and outstanding as of the Company has agreed to issue to the Investor shares of the Company's common stockare: Regards, $.001 par value per share (the "Common Stock") on the terms Xxxxxx Xxxxxxxxx Chairman and conditions set forth in the Investment Agreement. CFO EGPI Firecreek, Inc. 39 EXHIBIT G PUT SETTLEMENT SHEET Date: Xxxxxx, Pursuant to the Investment AgreementPut given by EGPI Firecreek, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant Inc. to which the Company agreedDutchess Private Equities Fund, among other thingsII, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, L.P. on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No200x, we are now submitting the amount of common shares for you to issue to Dutchess. 333-Please have a certificate bearing no restrictive legend totaling ________) (the "Registration Statement") with the Securities __ shares issued to Dutchess Private Equities Fund, II, LP immediately and Exchange Commission (the "SEC") relating send via DWAC to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoingfollowing account: XXXXXX If not DWAC eligible, please send FedEx Priority Overnight to: XXXXXX Once these shares are received by us, we advise you that [a member of will have the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and funds wired to the best Company. Regards, Xxxxxxx X. Xxxxxxxx 40 DATE. . . . . . . . . . . . . . . . . . . . . PRICE Date of our knowledgeDay 1 . . . . . . . . . . . . . . . . Closing Bid of Day 1 Date of Day 2 . . . . . . . . . . . . . . . . Closing Bid of Day 2 Date of Day 3 . . . . . . . . . . . . . . . . Closing Bid of Day 3 Date of Day 4 . . . . . . . . . . . . . . . . Closing Bid of Day 4 Date of Day 5 . . . . . . . . . . . . . . . . Closing Bid of Day 5 LOWEST 1 (ONE) CLOSING BID IN PRICING PERIOD ------------ PUT AMOUNT ------------ AMOUNT WIRED TO COMPANY ------------ PURCHASE PRICE (95% (NINETY-FIVE PERCENT)) ------------ AMOUNT OF SHARES DUE ------------ The undersigned has completed this Put as of this ___th day of _________, after telephonic inquiry of a member of the SEC’s staff20xx. EGPI Firecreek, no stop order suspending its effectiveness has been issued Inc. Xxxxxx Xxxxxxxxx, Chairman and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:CFO SCHEDULE 4(c) CAPITALIZATION 42 SCHEDULE 4(e) CONFLICTS 43 SCHEDULE 4(g) MATERIAL CHANGES 44 SCHEDULE 4(h) LITIGATION 45 SCHEDULE 4(l) INTELLECTUAL PROPERTY SCHEDULE 4(n) LIENS 47 SCHEDULE 4(t) CERTAIN TRANSACTIONS

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesPayment Data Systems, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesPayment Data Systems, Inc.,a , a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [[ a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effectiveeffective ] [the Registration Statement has become effective]under effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:: RE: Put Notice Number __ Dear Xx. Xxxxxxxx, This is to inform you that as of today, Payment Data Systems, Inc., a Nevada corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement to require Dutchess Private Equities Fund, Ltd. to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from ________ until _______. The current number of shares issued and outstanding as of the Company are: The number of shares currently available for issuance on the SB-2 for the Equity Line are: _________________________ Regards, _____________ Xxxxxxx Xxxx, CEO Payment Data Systems, Inc. EXHIBIT D PUT SETTLEMENT SHEET Date: Dear Xx. Xxxx, Pursuant to the Put given by Payment Data Systems, Inc., to Dutchess Private Equities Fund, Ltd. on _________________ 200_, we are now submitting the amount of common shares for you to issue to Dutchess. Please have a certificate bearing no restrictive legend totaling __________ shares issued to Dutchess Private Equities Fund, Ltd. immediately and send via DWAC to the following account: XXXXXX If not DWAC eligible, please send FedEx Priority Overnight to: XXXXXX Once these shares are received by us, we will have the funds wired to the Company. Regards, Xxxxxxx X. Xxxxxxxx

LIST OF EXHIBITS. EXHIBIT A Registration Rights Company Agreement of The Amalgamated Sugar LLC EXHIBIT B Officers of Amalgamated EXHIBIT C Financial Statements RELATED TRANSACTION AGREEMENTS EXHIBIT D-1 Form of Office and Ground Lease EXHIBIT D-2 Indemnification and Post Closing Agreement EXHIBIT B Opinion D-3 Form of Company's Counsel Limited Recourse Promissory Note EXHIBIT C Put Notice D-4 Form of Non-Recourse Promissory Note EXHIBIT D Put Settlement Sheet D-5 Form of Limited Recourse Pledge Agreement EXHIBIT D-6 Form of Pledge Agreement (Non-Recourse Note) EXHIBIT D-7 Form of Indemnification Pledge Agreement EXHIBIT D-8 Four Forms of Memorandum of Agreement between Sugarbeet Growers and Amalgamated EXHIBIT E Directors of Snake River EXHIBIT F Form of Employment Agreement LIST OF SCHEDULES Schedule 4(a----------------- SCHEDULE 1(D) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesPersonal Property and Interests SCHEDULE 2.3 Excluded Liabilities SCHEDULE 3 General Exceptions to Representations and Warranties of Amalgamated SCHEDULE 3.8 Undisclosed Liabilities SCHEDULE 3.10(A) Real Property SCHEDULE 3.10(B) Leased Real Property SCHEDULE 3.11 Material Contracts SCHEDULE 3.12 Powers of Attorney SCHEDULE 3.13 Pending Litigation SCHEDULE 3.14 Noncompliance with the Environmental, Inc. Ladies Health, and Gentlemen: We are counsel Safety Laws SCHEDULE 3.15 Employee Benefit Plans SCHEDULE 4 Exceptions to Xxxxx Xxxxxxx Racing StablesRepresentations and Warranties of Snake River FORMATION AGREEMENT ------------------- THIS FORMATION AGREEMENT (this "Agreement" or this "Formation Agreement") is made as of January , Inc.,a Nevada corporation 1996, between SNAKE RIVER SUGAR COMPANY, -- an Oregon cooperative (the "Company"`Snake River''), and have represented THE AMALGAMATED SUGAR COMPANY, a Utah corporation (`Amalgamated''), and, upon its formation and the execution and delivery of a counterpart to this Agreement, THE AMALGAMATED SUGAR LLC, a Delaware limited liability company (the `Company''). Together, Snake River, Amalgamated and the Company shall be referred to in connection with that certain Investment this Agreement (as the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 par value per share (the "Common Stock") on the `Parties.'' Capitalized terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as not otherwise defined in this Agreement have the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating meaning ascribed to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:such terms in Article I.

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesConoItaliano, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesConoItaliano, Inc.,a , a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ KVM Capital Partners (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.001 par value per share (the "share(the “Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables,Myriad Entertainment & Resorts, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesMyriad Entertainment & Resorts, Inc.,a Nevada , a Delaware corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "InvestorHolder") pursuant to which the Company has agreed to issue to the Investor Holder shares of the Company's common stock, $.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor Holder (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor Holder as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesTrue Nature Holding, Inc. Inc, Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesTrue Nature Holding, Inc.,a Nevada Inc, a Delaware corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.01 par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ (File No. 333-__-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, This is to inform you that as of today, True Nature Holding, Inc., a Delaware corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares Due: ___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, True Nature Holding, Inc, By: __________________________________ Name: Lxxxx XxXxxx Title: Chief Operating Officer EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by True Nature Holding, Inc., to GHS Investments LLC (“GHS”) on _________________ 201_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the following account: If not DWAC eligible, please send FedEx Priority Overnight to: Once these shares are received by us, we will have the funds wired to the Company. Regards, GHS INVESTMENTS LLC By: __________________________________ Name: Title:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables, Inc.,a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: ____________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesDarkPulse, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesDarkPulse, Inc.,a Nevada , a Delaware corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.0001 par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ___________, 20__ ___, 2006, the Company filed a Registration Statement on Form S- ___ S-1 (File No. 333-____-________________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] _______ on [enter the date of effectiveness] ______________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number _______ Dear Mr./Ms.__________, This is to inform you that as of today, DarkPulse, Inc., a Delaware corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, DarkPulse, Inc.. By: __________________________________ Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by DarkPulse, Inc., to GHS Investments LLC (“GHS”) on _________________ 202_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the following account: If not DWAC eligible, please send FedEx Priority Overnight to: Once these shares are received by us, we will have the funds wired to the Company. Regards, GHS INVESTMENTS LLC By: _________________________________ Name: Title

LIST OF EXHIBITS. EXHIBIT Exhibit Reference A Registration Rights List of Parties Introduction, Section 5.3 B Form of Subscription Agreement EXHIBIT Section 1.1.12 C List of Utility Groups Sections 1.1.15, 3.5.2(b) D List of Committee Members Sections 3.1.1, 3.1.3, 3.5.2(a) Exhibit A PARTIES A list of the Parties as of the date of this Agreement, identified by Utility Group, may be obtained from the Committee by written request of any Party. Exhibit B Opinion SUBSCRIPTION AGREEMENT TO MASTER AGREEMENT FOR THE NORTHWEST ONE CALL SUBSURFACE WARNING SYSTEM The undersigned hereby subscribes and agrees to the Amended and Restated Master Agreement for The Northwest One Call Subsurface Warning System, dated as of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(aApril 15, 2004. All terms defined in the Master Agreement shall have the same meaning when used in this Subscription Agreement. By execution of this Subscription Agreement, the undersigned agrees to become a “Party” under and to be bound by the provisions of the Master Agreement The undersigned owns or operates the following type(s) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Dateof subsurface utility facilities: _____Electric _____Water _____Gas _____Cable Television _____Telephone _____Communications _____Streets and Roadways _____Transmission Pipelines _____Other __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables, Inc.,a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and ________________________________ The undersigned elects membership in the (the "Investor"choose from Exhibit C) pursuant to which the Company has agreed to issue ____________________ Utility Group pending further notice to the Investor shares Committee. The undersigned elects to be charged for its use of the Company's common stockService under the prevailing rate: Currently = $1.20 ($1.46 for MT mbrs) per notice, $.001 par value per share billed monthly Unless specified otherwise above, the undersigned agrees to be charged for its use of the Service under the Rate Schedule No. 1 pending further notice to the Committee. The undersigned elects to receive locate request notifications by the following means pending further notice to the Committee. _____Automated Printer/Computer _____Facsimile (FAX) _____Voice (Phone) _____Email (Computer) This subscription agreement shall apply to the "Common Stock") undersigned’s subsurface utility facilities located in the areas identified on the terms and conditions set forth in map attached as Appendix A hereto. Any notice, request, designation, direction, statement or other communication under the Investment Agreement. Pursuant Agreement may be delivered or mailed to the Investment Agreement, undersigned at the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on following address: __________________________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:_______________ __________________________

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet ACGI.INVESTMENT.AGREEMENT.MARCH.2006 LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] ACGI.INVESTMENT.AGREEMENT.MARCH.2006 EXHIBIT A [Missing Graphic Reference] ACGI.INVESTMENT.AGREEMENT.MARCH.2006 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesAmacore Group, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesAmacore Group, Inc.,a Nevada , a Delaware corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "InvestorHolder") pursuant to which the Company has agreed to issue to the Investor Holder shares of the Company's common stock, $.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor Holder (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor Holder as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] ACGI.INVESTMENT.AGREEMENT.MARCH.2006 EXHIBIT C Date:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesDarkPulse, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesDarkPulse, Inc.,a Nevada , a Delaware corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ GHS Investments, LLC (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.0001 par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ S-1 (File No. 333-__-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesTurbine Truck Engines, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesTurbine Truck Engines, Inc.,a Nevada , a Delaware corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "InvestorHolder") pursuant to which the Company has agreed to issue to the Investor Holder shares of the Company's common stock, $.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor Holder (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor Holder as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:: RE: Put Notice Number __ Dear Xx. Xxxxxxxx, This is to inform you that as of today, Turbine Truck Engines, Inc., a Delaware corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement to require Dutchess Private Equities Fund, LP to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from ________ until _______. The current number of shares issued and outstanding as of the Company are: The number of shares currently available for issuance on the SB-2 for the Equity Line are: _________________________ Regards, _____________ Xxxxxxx Xxxxx, CEO Turbine Truck Engines, Inc. EXHIBIT D PUT SETTLEMENT SHEET Date: Dear Xx. Xxxxx, Pursuant to the Put given by Turbine Truck Engines, Inc. to Dutchess Private Equities Fund, L.P. on _________________ 200_, we are now submitting the amount of common shares for you to issue to Dutchess. Please have a certificate bearing no restrictive legend totaling __________ shares issued to Dutchess Private Equities Fund, LP immediately and send via DWAC to the following account: XXXXXX If not DWAC eligible, please send FedEx Priority Overnight to: XXXXXX Once these shares are received by us, we will have the funds wired to the Company. Regards, Xxxxxxx X. Xxxxxxxx

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] E Plan of Distribution EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Lode-Star Mining Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesLode-Star Mining Inc., Inc.,a a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ Crane Creek, Inc. (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, stock with $.001 0.001 par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 20062016, the Company filed a Registration Statement on Form S- ___ 1 (File No. 333-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [[ enter the time of effectivenesseffectiveness ] on [[ enter the date of effectivenesseffectiveness ] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C PUT NOTICE [____________], 201__ Crane Creek, Inc. [______________ ] [______________ ] [______________ ] Attn: [______________ ] RE: Investment Agreement made and entered into effective as of _________, 2016 (the “Agreement”), by and between Lode-Star Mining Inc., a Nevada corporation (the “Company”), and Crane Creek, Inc., a corporation organized under the laws of Texas (“Investor”). All capitalized terms below shall have the meaning given to them in the Agreement. This is to inform you that as of today, the Company, hereby elects to exercise a Put and to require Investor to purchase the Shares described below as of the Closing Date, in accordance with the terms of the Agreement. Accordingly, at the applicable Closing Date, the Company will issue and sell shares to Investor, as Subscriber, according to the following terms: ● Put Amount: ______________________ ● Put Notice Date: ___________________ ● Share Price: _______________________ ● Shares to be sold:___________________ ● Remaining Commitment under the Agreement: Lode-Star Mining Inc. By: _______________________ Its: _________________________ Subscriber hereby acknowledges receipt of this Notice and chooses the Closing Date set forth below, in accordance with the terms of the Agreement. Closing Date: _____________ Crane Creek, Inc. By: _______________________ Its: _________________________ EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by Lode-Star Mining Inc. to Crane Creek, Inc. (“Crane”) on _________________ 2016, we are now submitting the amount of common shares for you to issue to Crane. Please have a certificate bearing no restrictive legend totaling __________ shares issued to Crane Creek, Inc. immediately and send via DWAC to the following account: If not DWAC eligible, please send FedEx Priority Overnight to: [INSERT ADDRESS] When the shares are received by us, we will have the funds wired to the Company. Regards, Crane Creek, Inc. By:_______________ Name:______________ Title:________________ EXHIBIT E PLAN OF DISTRIBUTION We are registering shares of Common Stock that have been or may be issued by us from time to time to Crane Creek, Inc. under the Investment Agreement to permit the resale of these shares of Common Stock after the issuance thereof by the Selling Stockholder from time to time after the date of this Prospectus. We will not receive any of the proceeds from the sale by the Selling Stockholder of the shares of Common Stock. We will bear all fees and expenses incident to our obligation to register the shares of Common Stock. The Selling Stockholder may decide not to sell any shares of Common Stock. The Selling Stockholder may sell all or a portion of the shares of Common Stock beneficially owned by it and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the Selling Stockholder and/or the purchasers of the shares of Common Stock for whom they may act as agent. In effecting sales, broker-dealers that are engaged by the Selling Stockholder may arrange for other broker-dealers to participate. Crane Creek, Inc. is an “underwriter” within the meaning of the Securities Act. Any brokers, dealers or agents who participate in the distribution of the shares of Common Stock by the Selling Stockholder may also be deemed to be “underwriters,” and any profits on the sale of the shares of Common Stock by them and any discounts, commissions or concessions received by any such brokers, dealers or agents may be deemed to be underwriting discounts and commissions under the Securities Act. Crane Creek, Inc. has advised us that it will use an unaffiliated broker-dealer to effectuate all resales of our Common Stock. To our knowledge, Crane Creek, Inc. has not entered into any agreement, arrangement or understanding with any particular broker-dealer or market maker with respect to the shares of Common Stock offered hereby, nor do we know the identity of the broker-dealers or market makers that may participate in the resale of the shares. Because Crane Creek, Inc. is, and any other selling stockholder, broker, dealer or agent may be deemed to be, an “underwriter” within the meaning of the Securities Act, Crane Creek, Inc. will (and any other selling stockholder, broker, dealer or agent may) be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of the Securities Act (including, without limitation, Sections 11, 12 and 17 thereof) and Rule 10b-5 under the Exchange Act. The Selling Stockholder will act independently of us in making decisions with respect to the timing, manner and size of each sale. The shares of Common Stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant to one or more of the following methods: ● on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; ● in the over-the-counter market in accordance with the rules of NASDAQ; ● in transactions otherwise than on these exchanges or systems or in the over-the-counter market; ● through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● an exchange distribution in accordance with the rules of the applicable exchange; ● privately negotiated transactions; ● broker-dealers may agree with the Selling Stockholder to sell a specified number of such shares at a stipulated price per share; ● a combination of any such methods of sale; and ● any other method permitted pursuant to applicable law. The Selling Stockholder may also sell shares of Common Stock covered by this Prospectus pursuant to Rule 144 promulgated under the Securities Act, if available, rather than under this Prospectus. In addition, the Selling Stockholder may transfer the shares of Common Stock by other means not described in this Prospectus. Any broker-dealer participating in such transactions as agent may receive commissions from the Selling Stockholder (and, if they act as agent for the purchaser of such shares, from such purchaser). Crane Creek, Inc. has informed us that each such broker-dealer will receive commissions from Crane Creek, Inc. which will not exceed customary brokerage commissions. Broker-dealers may agree with the Selling Stockholder to sell a specified number of shares at a stipulated price per share, and, to the extent such a broker-dealer is unable to do so acting as agent for the Selling Stockholder, to purchase as principal any unsold shares at the price required to fulfill the broker-dealer commitment to the Selling Stockholder. Broker-dealers who acquire shares as principal may thereafter resell such shares from time to time in one or more transactions (which may involve crosses and block transactions and which may involve sales to and through other broker-dealers, including transactions of the nature described above and pursuant to the one or more of the methods described above) at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices, and in connection with such resales may pay to or receive from the purchasers of such shares commissions computed as described above. To the extent required under the Securities Act, an amendment to this Prospectus or a supplemental prospectus will be filed, disclosing: ● the name of any such broker-dealers; ● the number of shares involved; ● the price at which such shares are to be sold; ● the commission paid or discounts or concessions allowed to such broker-dealers, where applicable; ● that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, as supplemented; and ● other facts material to the transaction. Crane Creek, Inc. has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. Pursuant to a requirement of FINRA, the maximum commission or discount and other compensation to be received by any FINRA member or independent broker-dealer shall not be greater than eight percent (8%) of the gross proceeds received by us for the sale of any securities being registered pursuant to Rule 415 under the Securities Act. Under the securities laws of some states, the shares of Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of Common Stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that the Selling Stockholder will sell any or all of the shares of Common Stock registered pursuant to the Registration Statement, of which this Prospectus forms a part. Underwriters and purchasers that are deemed underwriters under the Securities Act may engage in transactions that stabilize, maintain or otherwise affect the price of the Common Stock, including the entry of stabilizing bids or syndicate covering transactions or the imposition of penalty bids. The Selling Stockholder and any other person participating in the sale or distribution of the shares of Common Stock will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder (including, without limitation, Regulation M of the Exchange Act), which may restrict certain activities of, and limit the timing of purchases and sales of any of the shares of Common Stock by, the Selling Stockholder and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of Common Stock to engage in market-making and certain other activities with respect to the shares of Common Stock. In addition, the anti-manipulation rules under the Exchange Act may apply to sales of the shares of Common Stock in the market. All of the foregoing may affect the marketability of the shares of Common Stock and the ability of any person or entity to engage in market-making activities with respect to the shares of Common Stock. We have agreed to pay all expenses of the registration of the shares of Common Stock pursuant to the Registration Rights Agreement, estimated to be $27,500.00 in total, including, without limitation, SEC filing fees and expenses of compliance with state securities or “Blue Sky” laws; provided , however , Crane Creek, Inc. will pay all selling commissions, concessions and discounts, and other amounts payable to underwriters, dealers or agents, if any, as well as transfer taxes and certain other expenses associated with the sale of the shares of Common Stock. We have agreed to indemnify Crane Creek, Inc. and certain other persons against certain liabilities in connection with the offering of shares of Common Stock offered hereby, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Crane Creek, Inc. has agreed to indemnify us against liabilities under the Securities Act that may arise from any written information furnished to us by Crane Creek, Inc. specifically for use in this Prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. At any time a particular offer of the shares of Common Stock is made by the Selling Stockholder, a revised prospectus or prospectus supplement, if required, will be distributed. Such prospectus supplement or post-effective amendment will be filed with the SEC to reflect the disclosure of any required additional information with respect to the distribution of the shares of Common Stock. We may suspend the sale of shares by the Selling Stockholder pursuant to this Prospectus for certain periods of time for certain reasons, including if the Prospectus is required to be supplemented or amended to include additional material information.

LIST OF EXHIBITS. EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel EXHIBIT C Effectiveness Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesVizConnect, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesVizConnect, Inc.,a , a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ KVM Capital Partners (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.001 par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:_____________ RE: Put Notice Number __ Dear Mr.__________, This is to inform you that as of today, VizConnect, Inc., a Nevada corporation (the “Company”), hereby elects to exercise its right pursuant to the Investment Agreement to require KVM Capital Partners LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares Due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, VizConnect, Inc. By: __________________________________ Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by VizConnect, Inc. to KVM Capital Partners. (“KVM”) on _________________ 201_, we are now submitting the amount of common shares for you to issue to KVM. Please have a certificate bearing no restrictive legend totaling __________ shares issued to KVM immediately and send via DWAC to the following account: If not DWAC eligible, please send FedEx Priority Overnight to: Once these shares are received by us, we will have the funds wired to the Company. Regards, KVM CAPITAL PARTNERS LLC By: _________________________________ Name: Title: SCHEDULE 4.3 The Company has the following convertible instruments outstanding: Convertible Promissory Notes, dated April 1, 2013, with a cumulative face value of $312,000 and issued to 43 individual investors (the Notes were assigned from Lionshare Ventures LLC). Convertible Promissory Notes, dated between May 23, 2013 and June 30, 2013, with a cumulative face value of $50,000 and issued to 5 individual investors. Convertible Promissory Note, dated June 26, 2013, with a face value of $42,500 and issued to Xxxxx Enterprises, Inc. Convertible Promissory Note, dated September 23, 2013, with a face value of $42,500 and issued to Xxxxx Enterprises, Inc. Convertible Promissory Note, dated September 25, 2013, with a face value of $32,750 and issued to Auctus Private Equity Fund, LLC.

LIST OF EXHIBITS. EXHIBIT Exhibit Item First Reference ------- ---- --------------- A Registration Rights Assignment and Bill of Sale 1.00 B Management Agreement EXHIBIT B Opinion 5.03 C Shares Acquisition Agreement 5.04 D Dentist Employment Agreement 5.05 ASSET PURCHASE AGREEMENT DATED: June 30, 1998 BETWEEN: GENTLE DENTAL SERVICE CORPORATION, a Washington corporation 900 Washington Street, Suite 0000 Xxxxxxxxx, XX 00000 Xxxxxxxx Xo.: (360) 750-8667 "XDSC" GENTLE DENTAL MANAGEMENT, INC. a Delaware corporation 900 Washington Street, Suite 0000 Xxxxxxxxx, XX 00000 Xxxxxxxx Xo.: (360) 750-8667 "XX Sub" AND: BRYAN WATANABE, D.D.S., INC. 10286 Indiana Ave. Xxxxxxxxx, XX 00000 Xxxxxxxx Xo.: (714) 646-1659 "Xxxxxxxe PC" AND: Bryan Watanabe "Shareholder" Shareholder is the owner of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Ladies all of the issued and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables, Inc.,a Nevada corporation outstanding capital stock of Watanabe PC. Watanabe PC operates a dental practice at the addresses listed above (the "CompanyDental Practice"). Watanabe PC is party to a management services agreement (the "PDS Management Agreement") with Pacific Dental Services, Inc. ("PDS"), and have represented the Company in connection Watanabe PC and Shareholder are parties to a merger option agreement with that certain Investment Agreement PDS (the "Investment Merger Option Agreement") entered into by ). GDSC, GD Sub and among the Company and _________________________ PDS are consurrently signing an agreement (the "InvestorPDS Asset Agreement") pursuant to which PDS will sell certain assets to GD Sub, including all assets of PDS associated with the Company has agreed Dental Practice which assets include PDS's rights under the PDS Management Agreement and the Merger Option Agreement. Watanabe PC desires to issue sell, and GD Sub desires to purchase, the Investor shares rights of Watanabe PC under the Company's common stock, $.001 par value per share (the "Common Stock") PDS Management Agreement on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment this Agreement, and to replace the Company also has entered into a Registration Rights PDS Management Agreement with the Investor a new management agreement between GD Sub and Watanabe PC (the "Registration Rights GD Management Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with consideration of the Company's obligations under the Registration Rights mutual promises and covenants contained in this Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor parties agree as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Datefollows:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesMeso Numismatics, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesMeso Numismatics, Inc.,a , an Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 _____ par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ S-1 (File No. 333-__-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, This is to inform you that as of today, Meso Numismatics, Inc., a Nevada corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, Meso Numismatics, Inc. By: Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by Meso Numismatics, Inc., to GHS Investments LLC (“GHS”) on _________________ 202_, we are now submitting the number of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the following account: If not DWAC eligible, please send FedEx Priority Overnight to: Once these shares are received by us, we will have the funds wired to the Company. Regards, GHS INVESTMENTS LLC By: Name: Title:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Santo Mining Corp. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesSanto Mining Corp., Inc.,a a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ Deer Valley Management, LLC (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, stock $.001 0.00001 par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear _________________, This is to inform you that as of today, Santo Mining Corp., a Nevada corporation (the “Company”), hereby elects to exercise its right pursuant to the Investment Agreement to require Deer Valley Management, LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares Due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, SANTO MINING CORP. By: __________________________________ Name: Xxxxx Xxxxxx Title: Chief Executive Officer and President EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear ___________, Pursuant to the Put given by Santo Mining Corp. to Deer Valley Management, LLC (“Deer Valley”) on _________________ 201_, we are now submitting the amount of common shares for you to issue to Deer Valley. Please have a certificate bearing no restrictive legend totaling __________ shares issued to Deer Valley Management, LLC immediately and send via DWAC to the following account: [INSERT] If not DWAC eligible, please send FedEx Priority Overnight to: [INSERT ADDRESS] Once these shares are received by us, we will have the funds wired to the Company. Regards, DEER VALLEY MANAGEMENT, LLC By: _________________________________ Name: Xxx Xxxxx Title: Managing Member

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesFresh Promise Foods, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesFresh Promise Foods, Inc.,a , a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ J. X. XXXXX Enterprises, Inc. (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.001 par value per share (the "share(the “Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's ’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesHUMBL, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesHUMBL, Inc.,a Nevada , a Delaware corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ Pacific Lion LLC (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 _____ par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ S-1 (File No. 333-__-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's ’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:

LIST OF EXHIBITS. Exhibit 1: Stock Power and Assignment Separate from Stock Certificate Exhibit 2: Note Purchase Agreement Exhibit 3: Promissory Note The undersigned hereby agrees to abide by the provisions of Section 7 hereof. ESCROW AGENT K&L GATES LLP By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Partner Address: EXHIBIT A Registration Rights 1 STOCK POWER AND ASSIGNMENT SEPARATE FROM STOCK CERTIFICATE 11 STOCK POWER AND ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED and pursuant to that certain Class g Preference Shares Purchase Agreement EXHIBIT B Opinion dated as of , 2009 (the “Agreement”), the undersigned hereby sells, assigns and transfers unto , shares of the Class g Preference Shares of Redgate Media Group, an Exempted Company incorporated in the Cayman Islands (the “Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: _______”), standing in the undersigned’s name on the books of the Company represented by Certificate No(s). ___ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables, Inc.,a Nevada corporation (the "Company")delivered herewith, and have represented does hereby irrevocably constitute and appoint the Secretary of the Company in connection as the undersigned’s attorney-in-fact, with that certain Investment Agreement (full power of substitution, to transfer said stock on the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares books of the Company's common stock, $.001 par value per share . THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND ANY EXHIBITS THERETO. Dated: PURCHASER /s/ Xxxxx Xx Xxxxx (the "Common Stock"Signature) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:Xxxxx Xx Xxxxx

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. ___________________ Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables_________________, Inc.,a Nevada a ___________corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 without par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, 2010 the Company filed a Registration Statement on Form S- ___ (File No. 333-333- ________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [[ a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effectiveeffective ] [the Registration Statement has become effective]under effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:

LIST OF EXHIBITS. Exhibit A Revolving Credit Note Exhibit B Notice of Borrowing Exhibit C Notice of Prepayment Exhibit D Notice of Conversion/Continuation Exhibit E Officer's Compliant Certificate Schedule 1 Exhibit F Assignment and Acceptance Schedule 1 Exhibit G Notice of Account Designation Exhibit H Form of Lender Addition and Acknowledgement Agreement Schedule A-1 Schedule A-2 Schedule 1 Exhibit I Form of Joinder Agreement EXHIBIT A Registration Rights to Credit Agreement EXHIBIT B Opinion dated as of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: October __, 1997, by and among Cornerstone Realty Income Trust, Inc., each Additional Borrower party thereto, the Lenders party thereto, and First Union National Bank, as Agent REVOLVING CREDIT NOTE $___________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables, Inc.,a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and __________, ____ FOR VALUE RECEIVED, the undersigned, CORNERSTONE REALTY INCOME TRUST, INC., a corporation organized under the laws of Virginia ("Cornerstone" [or the "Borrower"]), [____________________, a corporation organized under the laws of __________ ("__________", and together with Cornerstone, the "Borrowers")], hereby [jointly and severally] promise[s] to pay to the order of ____________________ (the "InvestorBank") pursuant to which ), at the Company has agreed to issue to times, at the Investor shares of the Company's common stock, $.001 par value per share (the "Common Stock") on the terms place and conditions set forth in the Investment Agreement. Pursuant to manner provided in the Investment AgreementCredit Agreement hereinafter referred to, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant principal sum of up to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________________ ___, 2006, the Company filed a Registration Statement on Form S- ___ Dollars (File No. 333-$__________), or, if less, the aggregate unpaid principal amount of all Loans disbursed by the Bank under the Credit Agreement referred to below, together with interest at the rates as in effect from time to time with respect to each portion of the principal amount hereof, determined and payable as provided in Article IV of the Credit Agreement. This Note is the Note referred to in, and is entitled to the benefits of, the Credit Agreement dated as of October __, 1997 (as amended, restated, supplemented or otherwise modified, the "Credit Agreement") by and among the Borrower[s], each Additional Borrower that may become party thereto, the lenders (including the Bank) party thereto (the "Registration StatementLenders") with the Securities and Exchange Commission First Union National Bank, as Agent (the "SECAgent") relating ). The Credit Agreement contains, among other things, provisions for the time, place and manner of payment of this Note, the determination of the interest rate borne by and fees payable in respect of this Note, acceleration of the payment of this Note upon the happening of certain stated events and the mandatory repayment of this Note under certain circumstances. The Borrower[s] agree[s] to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection pay on demand all costs of collection, including reasonable attorneys' fees, if any part of this Note, principal or interest, is collected after maturity with the foregoingaid of an attorney. Presentment for payment, we advise you that [a member notice of dishonor, protest and notice of protest are hereby waived. THIS NOTE IS MADE AND DELIVERED IN THE STATE OF NORTH CAROLINA AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NORTH CAROLINA. The Debt evidenced by this Note is senior in right of payment to all Subordinated Debt referred to in the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:Credit Agreement.

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel [reserved] EXHIBIT C [reserved] EXHIBIT D Broker Representation Letter EXHIBIT E Board Resolution EXHIBIT F Put Notice EXHIBIT D G Put Settlement Sheet LIST OF SCHEDULES ----------------- Schedule 4(a) Subsidiaries [Missing Graphic Reference] Schedule 4(c) Capitalization Schedule 4(e) Conflicts Schedule 4(g) Material Changes Schedule 4(h) Litigation Schedule 4(l) Intellectual Property Schedule 4(n) Liens Schedule 4(t) Certain Transactions EXHIBIT A EXHIBIT D [Missing Graphic ReferenceBROKER'S LETTERHEAD] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT DateDate Via Facsimile Attention: ______________________ [TRANSFER AGENT] ______________________ ______________________ Re: Xxxxx Xxxxxxx Racing StablesFTS Apparel, Inc. Ladies Dear __________________: It is our understanding that the Form______ Registration Statement bearing SEC File Number ( ___-______) filed by FTS Apparel, Inc.on Form _____ on __________, 2003 was declared effective on _________, 2003. This letter shall confirm that ______________ shares of the common stock of FTS Apparel, Inc. are being sold on behalf of __________________ and Gentlementhat we shall comply with the prospectus delivery requirements set forth in that Registration Statement by filing the same with the purchaser. If you have any questions please do not hesitate to call. Sincerely, ______________________ EXHIBIT E EXHIBIT F Date: We are counsel RE: Put Notice Number __ Dear Mr. Leighton, This is to Xxxxx Xxxxxxx Racing Stablesinform you that as of today, Inc.,a Nevada FTS Apparel, Xxx. x Xxxxrado corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement to require Dutchess Private Equities Fund, LP. to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from ________ until _______. The current number of shares issued and have represented outstanding as of the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and are: ____________________ Regards, ________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stockScott Gallagher FTS Apparel, $.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Inc. XXXXXXX G PUT SETTLEMENT SHEET Date: Scott, Pursuant to the Investment AgreementPut given by FTS Apparel, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant Inc. to which the Company agreedDutcxxxx Private Equities Fund, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, L.P. on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No200x, we are now submitting the amount of common shares for you to issue to Dutchess. 333-Please have a certificate baring no restrictive legend totaling ________) (the "Registration Statement") with the Securities __ shares issued to Dutchess Private Equities Fund, LP immediately and Exchange Commission (the "SEC") relating send via DWAC to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoingfollowing account: XXXXXX If not DWAC eligible, please send Fedex Priority Overnight to: XXXXXX Once these shares are received by us, we advise you that [a member of will break have the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and funds wired to the best of our knowledgeCompany. Regards, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:Douglas H. Leighton

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Dominovas Energy Corporation Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesDominovas Energy Corporation., Inc.,a a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ GHS Investments LLC (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.001 par value per share (the "share(the “Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number Dear Mr. __________, This is to inform you that as of today, Dominovas Energy Corporation., a Nevada corporation (the “Company”), hereby elects to exercise its right pursuant to the Investment Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares Due:___________________. The current number of shares of common stock issued and outstanding is: ___________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, Dominovas Energy Corporation. By: Name: Title: Chief Executive Officer EXHIBIT D PUT SETTLEMENT SHEET Date: Dear Mr. ________, Pursuant to the Put given by Dominovas Energy Corporation. to GHS Investments LLC (“GHS”) on _________________ 201_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the following account: If not DWAC eligible, please send FedEx Priority Overnight to: Once these shares are received by us, we will have the funds wired to the Company. Regards, GHS INVESTMENTS LLC By: Name: Title:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesGuided Therapeutics Inc., Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesGuided Therapeutics, Inc.,a Nevada , a _________ corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 ___ par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ (File No. 333-__-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesDSG Global, Inc. Inc., Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesDSG Global, Inc.,a , a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ (File No. 333-__-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's ’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] None. EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Alliance Recovery Corporation Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesAlliance Recovery Corporation, Inc.,a Nevada a Delaware corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 .01 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:: RE: Put Notice Number __ Dear Xx. Xxxxxxxx, This is to inform you that as of today, Alliance Recovery Corporation, a Delaware corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement to require Dutchess Private Equities Fund, Ltd. to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from ________ until _______. The current number of shares issued and outstanding as of the Company are: The number of shares currently available for issuance on the SB-2 for the Equity Line are: _________________________ Minimum Acceptable Price: $________________________ Regards, _________________________ Xxxxx Xxxxxxx, CEO Alliance Recovery Corporation EXHIBIT D PUT SETTLEMENT SHEET Date: Dear Mr. Vaisler, Pursuant to the Put given by Alliance Recovery Corporation to Dutchess Private Equities Fund, Ltd. on _________________ 200_, we are now submitting the amount of common shares for you to issue to Dutchess. Please have a certificate bearing no restrictive legend totaling __________ shares issued to Dutchess Private Equities Fund, Ltd. immediately and send via DWAC to the following account: XXXXXX If not DWAC eligible, please send FedEx Priority Overnight to: XXXXXX Once these shares are received by us, we will have the funds wired to the Company. Regards, Xxxxxxx X. Xxxxxxxx DATE. . . . . . . . . . . . . . . . . . . . . .....PRICE Date of Day 1 . . . . . . . . . . . . . . . . Closing Bid of Day 1 Date of Day 2 . . . . . . . . . . . . . . . . Closing Bid of Day 2 Date of Day 3 . . . . . . . . . . . . . . . . Closing Bid of Day 3 Date of Day 4 . . . . . . . . . . . . . . . . Closing Bid of Day 4 Date of Day 5 . . . . . . . . . . . . . . . . Closing Bid of Day 5 LOWEST 1 (ONE) CLOSING BID IN PRICING PERIOD PUT AMOUNT AMOUNT WIRED TO COMPANY PURCHASE PRICE (94)% (NINETY-FOUR PERCENT)) AMOUNT OF SHARES DUE The undersigned has completed this Put as of this ___th day of _________, 200_. ALLIANCE RECOVERY CORPORATION ______________________________ Xxxxx Xxxxxxx, CEO SCHEDULE 4(c) CAPITALIZATION None. SCHEDULE 4(e) CONFLICTS None. 39 SCHEDULE 4(g) MATERIAL CHANGES None. SCHEDULE 4(h) LITIGATION None. 41 SCHEDULE 4(l) INTELLECTUAL PROPERTY None. 42 SCHEDULE 4(n) LIENS None. SCHEDULE 4(t) CERTAIN TRANSACTIONS

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [[ TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesRocky Mountain High Brands, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesRocky Mountain High Brands, Inc.,a , a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ GHS Investments LLC (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 par value per share (the "“Common Stock") ”), on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr.__________, This is to inform you that as of today, Rocky Mountain High Brands, Inc., a Nevada corporation (the “Company”), hereby elects to exercise its right pursuant to the Investment Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares Due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, Rocky Mountain High Brands, Inc. By: __________________________________ Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by Rocky Mountain High Brands, Inc. to GHS Investments LLC (“GHS”) on _________________ 201_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the following account: [INSERT] If not DWAC eligible, please send FedEx Priority Overnight to: [INSERT ADDRESS] Once these shares are received by us, we will have the funds wired to the Company. Regards, GHS INVESTMENTS LLC By: _________________________________ Name: Title: Member

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Revolutions Medical Corporation Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesRevolutions Medical Corporation, Inc.,a a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ KVM Capital Partners (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.001 par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr.__________, This is to inform you that as of today, Revolutions Medical Corporation a Nevada corporation (the “Company”), hereby elects to exercise its right pursuant to the Investment Agreement to require KVM Capital Partners to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares Due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, Revolutions Medical Corporation By: __________________________________ Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by Revolutions Medical Corporation to KVM Capital Partners. (“KVM”) on _________________ 201_, we are now submitting the amount of common shares for you to issue to KVM. Please have a certificate bearing no restrictive legend totaling __________ shares issued to KVM immediately and send via DWAC to the following account: If not DWAC eligible, please send FedEx Priority Overnight to: Once these shares are received by us, we will have the funds wired to the Company. Regards, KVM CAPITAL PARTNERS By: _________________________________ Name: Title: SCHEDULE 4.3 None, other than as disclosed in public filings.

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's ’s Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet BEDMINSTER.INVESTMENT.AGREEMENT.MAY.2006 LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] BEDMINSTER.INVESTMENT.AGREEMENT.MAY.2006 EXHIBIT A [Missing Graphic Reference] BEDMINSTER.INVESTMENT.AGREEMENT.MAY.2006 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Bedminster National Corp. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesBedminster National Corp., Inc.,a Nevada a Delaware corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "Investor"“Holder”) pursuant to which the Company has agreed to issue to the Investor Holder shares of the Company's ’s Class A common stock, $.001 .0001 par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor Holder (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor Holder as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's ’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] BEDMINSTER.INVESTMENT.AGREEMENT.MAY.2006 EXHIBIT C Date:: RE: Put Notice Number __ Dear Xx. Xxxxxxxx, This is to inform you that as of today, Bedminster National Corp., a Delaware corporation (the “Company”), hereby elects to exercise its right pursuant to the Investment Agreement to require Dutchess Private Equities Fund, LP to purchase shares of its Class A Common Stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from ________ until _______. The current number of Class A shares issued and outstanding as of the Company are: The number of Class A shares currently available for issuance on the SB-2 for the Equity Line are: _________________________ The Minimal Acceptable Price is $________. Regards, _____________ Xxxx Xxxxxxxx, President and CEO Bedminster National Corp. BEDMINSTER.INVESTMENT.AGREEMENT.MAY.2006 EXHIBIT D

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet BUYER GROUP INTL, INC.INVESTMENT.AGREEMENT.JUNE.2008 LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] BUYER GROUP INTL, INC.INVESTMENT.AGREEMENT.JUNE.2008 EXHIBIT A [Missing Graphic Reference] BUYER GROUP INTL, INC.INVESTMENT.AGREEMENT.JUNE.2008 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ Date [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesBuyer Group International, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesBuyer Group International, Inc.,a , a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________333- ) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] BUYER GROUP INTL, INC.INVESTMENT.AGREEMENT.JUNE.2008 EXHIBIT C Date:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's ’s Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Jammin Java Corp. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesJammin Java Corp., Inc.,a a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ Fairhills Capital Offshore Ltd. (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.001 par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesSilver Dragon Resources, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesSilver Dragon Resources, Inc.,a Nevada Inc. a Delaware corporation (the "Company"), and have represented the Company in connection with that certain Investment Subscription Agreement (the "Investment Subscription Agreement") entered into by and among the Company and _________________________ (the "InvestorHolder") pursuant to which the Company has agreed to issue to the Investor Holder shares of the Company's common stock, $.001 par value 0.0001 per share (the "Common Stock") on the terms and conditions set forth in the Investment Subscription Agreement. Pursuant to the Investment Subscription Agreement, the Company also has entered into a Registration Rights Agreement with the Investor Holder (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Subscription Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 20062005, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor Holder as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel Put Notice EXHIBIT C Put Notice Settlement Sheet EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] U.S. Accredited Investor Certificate EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF PUT NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: RE: Put Notice Number __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables, Inc.,a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and ____________________________ Dear Mr. , This is to inform you that as of today, , a corporation (the "Investor") “Company”), hereby elects to exercise its right pursuant to which the Investment Agreement to require Xxxxxxxxx Alternative Credit Fund LP, to purchase shares of its Common Share. The Company has agreed hereby certifies that: Put Amount in Shares: . The Pricing Period runs from until . The current number of Common Shares issued and outstanding is: . The number of shares currently available for resale on the [S-1/F-1] is: . Regards, By: Name: Title: EXHIBIT C PUT SETTLEMENT SHEET Date: Dear , Pursuant to issue the Put given by , a corporation organized under the laws of (the “Company”), to Xxxxxxxxx Alternative Credit Fund LP (the “Investor”) on , 202_, we are now submitting the purchase price for the Common Shares. Purchase Price per Common Share: . Shares Being Purchased . Total Purchase Price: . Please have a certificate bearing no restrictive legend issued to the Investor shares immediately and sent via DWAC to the following account: If not DWAC eligible, please send FedEx Priority Overnight to: [INSERT ADDRESS] Once the conditions of Section 2.5 have been met, we will have the funds wired to the Company's common stock. Regards, $.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that By: Name: Title: EXHIBIT D [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:TO BE PROVIDED}

LIST OF EXHIBITS. EXHIBIT A Registration Rights Exhibit 1 Implementation of Certain CMC Provisions Exhibit 2 DB Contractor’s Proposal Commitments Exhibit 3 List of Reference Information Documents Exhibit 4 Maintenance Price Appendix 1 Maintenance Price – General Maintenance Payment Schedule Appendix 2 Maintenance Price – Pavement Renewal Work Payment Schedule Exhibit 5 Form of Draw Request and Certificate Exhibit 6 Forms of Bonds Appendix 1 Form of Maintenance Performance Bond Appendix 2 Form of Maintenance Payment Bond Exhibit 7 Form of Guaranty Exhibit 8 Form of Request for Change Order Exhibit 9 Lane Rental Charges [Omit for Projects that do not utilize Lane Rental Charges] Exhibit 10 Noncompliance Points Provisions [Omit for Projects that do not utilize Noncompliance provisions] Exhibit 11 Key Subcontractors Exhibit 12 Key Personnel Exhibit 13 Initial Designation of Authorized Representatives Exhibit 14 Disputes Resolution Requirements Exhibit 15 Maintained Elements Exhibit 16 Maintenance Limits Exhibit 17 DB Contractor Obligations related to Project-Specific Third-Party Agreements CAPITAL MAINTENANCE AGREEMENT [NAME OF PROJECT] This Capital Maintenance Agreement EXHIBIT B Opinion (this “CMA”), dated as of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference●] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables, Inc.,a Nevada corporation (the "Company"“Effective Date”), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") is entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares between: TxDOT: Texas Department of Transportation, a public agency of the Company's common stockState of Texas and DB Contractor: [●], $.001 par value per share (a [Insert appropriate bracketed text, and delete all bracketed text that is not applicable] [corporation organized and existing under the "Common Stock") on laws of the terms State of [●]][[insert appropriate state] limited liability company][partnership, consisting of [insert partner names and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreementany organizational form][joint venture, consisting of [●] and [●]][an individual or sole proprietorship owned by [●]], the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares location of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that whose principal office is: [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effectiveAddress] [the Registration Statement has become effective]under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:Address].

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesIIOT-OXYS, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesIIOT-OXYS, Inc.,a , a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.001 par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ S-1 (File No. 333-__-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Form of Company's Counsel Drawdown Notice EXHIBIT C Put Notice Investor Questionnaire EXHIBIT D Put Drawdown Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF DRAWDOWN NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: RE: Drawdown Notice Number __ Dear _____________, This is to inform you that as of today, PositiveID Corporation, a Delaware corporation (the “Company”), hereby elects to exercise its right pursuant to the Investment Agreement to require IBC Funds LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this Drawdown is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Drawdown Shares Due:___________________. The current number of shares of common stock issued and outstanding is: __________ [TRANSFER AGENT] Re________. The number of shares currently available for issuance on the Registration Statement on Form S-1 is: Xxxxx Xxxxxxx Racing Stables________________________. Regards, Inc. Ladies and GentlemenPOSITIVEID CORPORATION By: We are counsel to Xxxxx Xxxxxxx Racing Stables, Inc.,a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and __________________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Name: Title: EXHIBIT C Form of Investor shares of the Company's common stockQuestionnaire 23 EXHIBIT D DRAWDOWN SETTLEMENT SHEET Date: ________________ Dear _____________, $.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor Drawdown given by PositiveID Corporation (the "Registration Rights Agreement"“Company”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended IBC Funds LLC (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, “Investor”) on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No201_, we are now submitting the amount of common shares for you to issue to the Investor. 333-Please have a certificate bearing no restrictive legend totaling ________) (the "Registration Statement") with the Securities __ shares issued to Investor immediately and Exchange send via its Deposit Withdrawal Agent Commission (the "SEC"“DWAC”) relating system to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoingfollowing account: [INSERT] If not DWAC eligible, please send FedEx Priority Overnight to: [INSERT ADDRESS] Once these shares are received by us, we advise you that [a member will have the funds wired to the Company. Regards, IBC FUNDS LLC By: _________________________________ Name: Title: SCHEDULE 4.3 As of May 9, 2013, (a) 15,753,399 shares of Company Common Stock were issued and outstanding, (b) no shares of Series C Preferred Stock were issued and outstanding, (c) 300 shares of Series F Preferred Stock were issued and outstanding, (d) no shares of Series H Preferred Stock were issued and outstanding, (e) 429,320 shares of Company Common Stock were reserved for issuance upon the exercise of options issued or issuable under the Company’s equity compensation plans, and 12,485 shares of Company Common Stock were reserved for issuance upon the exercise of stock options issued outside of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Company’s equity compensation plans, (f) 531,453 warrants to purchase shares of Company Common Stock were outstanding, and (g) no shares of Company Common Stock were held in treasury. Registration Statement effective] [the Registration Statement has become effective]under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:Rights

LIST OF EXHIBITS. A - Legal Description of Real Property B - Property Information C - RESERVED D Xxxx of Sale, Assignment and Assumption of Leases and Contracts E - Seller’s Certificate F - Revised Rent Roll G - ERISA Letter H - Notice to Tenants I - Service Contracts and License Agreements J - Rent Roll K - Excluded Property L - Property Maintenance and Repair Work M - Owner's Affidavit EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of LEGAL DESCRIPTION [On File with Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM LIST OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT DatePROPERTY INFORMATION Preferred Residential Management, LLC DUE DILIGENCE Information Requirements The Preferred Residential Management, LLC due diligence process involves multiple teams of professionals that may visit the property at different times. Each group has specific areas of focus that may require access to different reports. To help facilitate this process, we have developed the comprehensive checklist below. The following documents should be available for review or copy to the extent in Seller’s possession and that such items currently exist: __Rec’d Current Rent Roll (hard copy and email in excel, ________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables, Inc.,a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________Site Plan of property ________ List of last 20 Leases (the "Investor"Please Include: Unit / Unit Type / Market Rent, Concessions, Net Rent and other pertinent information) pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 par value per share (the "Common Stock"Or accessible during site visit) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ Current Detail Unit Status Report (File No. 333-status of Vacant/On-Notice units) ________ Current Detailed Unit Mix ________ Copy of Current Lease and Addenda (blank copies) ________ Current Security Deposit Report ________ Current Concessions Report ________ Current Delinquency Report ________ Listing of any Down Units ________ Listing of Non-revenue units (model, employee, C.O.) ________ Listing of Amount of employee concessions ________ List of any charges and fees (application, redecoration, late, water, sewer, trash, etc) ________ Summary of Service Requests by month for the "Registration Statement"last twelve months ________ Leasing Brochure with Floor Plans ________ Original resident leases (& correspondence files) with ________ Maintenance Requests and work order logs ________ Construction plans (site plan) for engineering review (Architectural, Structural, Civil, MEP, Landscaping, Specs, Warranty manuals, Close-out documents, Soils Report,) ________ Licenses and Permits (including but not limited to - pool permits, fire hydrant inspections, etc.) ________ Certificates of Occupancy ________ Fire Inspection Reports ________ Vendor Inspections (Termite / Fitness / Gates / Submeter / Security systems / Landscape – check irrigation) ________ Compensation package information and time on property for existing staff ________ Termite Bond Letter ________ Personal Property Inventory ________ Copies of Utility Bills (12 months) ________ Insurance loss runs for the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member past five years ________ Copy of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member Delinquency Report and/or Aged Receivable Report (as of the SEC’s staff, no stop order suspending its effectiveness has been issued last calendar year and no proceedings for that purpose are pending before, or threatened by, end of the SEC last calendar month) ________ Copy of the Aged Accounts Payable Schedule (as of the end of the last calendar year and the Registrable Securities are available end of the last calendar month) ________ Present year Notice of Proposed Property Taxes and whether the proposed assessment is being appealed ________ Service Agreements/Contracts (Landscape, Refuse, Pest Control, Postage, Credit Check, Communication System, Security, Advertising, Answering Service, Uniforms, Pool, etc.) ________ Income Statements for resale under Seller’s period of ownership ________ Copies of Bank Statements and Bank Reconciliations for the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] last 12 months ________ Warranties still in effect EXHIBIT C Date:RESERVED 44 EXHIBIT D

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet 32 LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] 34 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesSunrise Energy Resources, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesSunrise Energy Resources, Inc.,a Nevada , a Delaware corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "InvestorHolder") pursuant to which the Company has agreed to issue to the Investor Holder shares of the Company's common stock, $.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor Holder (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor Holder as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:: RE: Put Notice Number __ Dear Xx. Xxxxxxxx, This is to inform you that as of today, Sunrise Energy Resources, Inc., a Delaware corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement to require Dutchess Private Equities Fund, LP to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from ________ until _______. The current number of shares issued and outstanding as of the Company are: The number of shares currently available for issuance on the SB-2 for the Equity Line are: Regards, ___________________________________________________ Konstantin Tsiryulnikov, CEO Sunrise Energy Resources, Inc. EXHIBIT D PUT SETTLEMENT SHEET Date: Dear Mr. Tsiryulnikov, Pursuant to the Put given by Sunrise Energy Resources, Inc. to Dutchess Private Equities Fund, L.P. on _________________ 200_, we are now submitting the amount of common shares for you to issue to Dutchess. Please have a certificate bearing no restrictive legend totaling __________ shares issued to Dutchess Private Equities Fund, LP immediately and send via DWAC to the following account: XXXXXX If not DWAC eligible, please send FedEx Priority Overnight to: XXXXXX Once these shares are received by us, we will have the funds wired to the Company. Regards, Xxxxxxx X. Xxxxxxxx

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesDarkPulse, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesDarkPulse, Inc.,a Nevada , a Delaware corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.0001 par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ S-1 (File No. 333-__-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, This is to inform you that as of today, DarkPulse, Inc., a Delaware corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, DarkPulse, Inc.. By: __________________________________ Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by DarkPulse, Inc., to GHS Investments LLC (“GHS”) on _________________ 202_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the following account: If not DWAC eligible, please send FedEx Priority Overnight to: Once these shares are received by us, we will have the funds wired to the Company. Regards, GHS INVESTMENTS LLC By: _________________________________ Name: Title

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT E True Up Notice EXHIBIT F True Up Settlement Sheet EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: _____________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesEventure Interactive, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesEventure Interactive, Inc.,a , a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ GHS Investments LLC (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 par 0.001par value per share (the "share(the “Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: _____________ Re: Put Notice Number _______ Dear Mr/Ms.__________, This is to inform you that as of today, Eventure Interactive, Inc., a Nevada corporation (the “Company”), hereby elects to exercise its right pursuant to the Investment Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares Due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, Eventure Interactive, Inc. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Chief Financial Officer EXHIBIT D PUT SETTLEMENT SHEET Date: _____________ Dear Mr. ___________, Pursuant to the Put given by Eventure Interactive, Inc. to GHS Investments LLC (“GHS”) on _________________ 201_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the following account: If not DWAC eligible, please send FedEx Priority Overnight to: Once these shares are received by us, we will have the funds wired to the Company. Regards, GHS INVESTMENTS LLC By: Name: Title: EXHIBIT E To be furnished. EXHIBIT F To be furnished.

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] FREE.INVESTMENT AGREEMENT.OCTOBER.2012 EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT (Please see Exhibit 99.2 to this Form 6-K) EXHIBIT B OPINION OF COMPANY’S COUNSEL (Attached) [FORM OF NOTICE OPINION OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENTXXXXXXXX ISLANDS COUNSEL] Re: Xxxxx Xxxxxxx Racing Stables, FreeSeas Inc. Ladies and Gentlemen: We are have acted as Xxxxxxxx Islands counsel to Xxxxx Xxxxxxx Racing StablesFreeSeas Inc., Inc.,a Nevada a Xxxxxxxx Islands corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, par value $.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933related preferred share purchase rights, as amended (the "1933 Act"). In connection with described in the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) F-1 (the "“Registration Statement"”) as filed with the U.S. Securities and Exchange Commission (the "SECCommission") and as thereafter amended or supplemented. The Registration Statement includes 2,352,962 shares of Common Stock (the “Registered Shares”) issuable pursuant to an Investment Agreement dated as of October 11, 2012 (the “Investment Agreement”), between the Company and Dutchess Opportunity Fund, II, LP (“Dutchess”). The Registered Shares are included in the Registration Statement for purposes of registering the resale of the Registered Shares by Dutchess, as described in the form of prospectus included in the Registration Statement relating to such resale (the Registrable Securities which names “Prospectus”). We have examined copies, certified or otherwise identified to our satisfaction, of the Investor following documents (together, the “Documents”): (i) the Registration Statement; (ii) the Prospectus; (iii) the Company’s Amended and Restated Articles of Incorporation, as amended; (iv) the Company’s Amended and Restated By-laws, as amended; (v) the Investment Agreement; (vi) an excerpt of the minutes of a selling shareholder thereundermeeting of the Board of Directors of the Company held on October 3, 2012; (vii) the Shareholders Rights Agreement effective as of January 14, 2009 between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”); and (vii) minutes of a meeting of the Board of Directors of the Company held on November 13, 2008. In connection with such examinations, we have assumed the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies or drafts of documents to be executed, the genuineness of all signatures, and the legal competence or capacity of persons or entities to execute and deliver such documents. As to questions of fact that are material to the opinions hereinafter expressed, we have relied upon statements or certificates of public officials, officers and directors of the Company, and others, and have made no independent investigation, but have assumed that any representation, warranty or statement of fact or law, other than as to the laws of the Xxxxxxxx Islands, made in any of the Documents is true, accurate and complete; Based upon and subject to the foregoing, and having regard to such other legal considerations that we advise you that [a member deem relevant, we are of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Dateopinion that:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] Escrow Release Statement EXHIBIT E Warrant Agreement EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date:__________ Transfer Agent: _________________ [TRANSFER AGENT] ReAddress: Xxxxx Xxxxxxx Racing Stables, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables, Inc.,a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _______________________ _______________________________ Attn: __________________________ Email: _________________________ Re: West Coast Ventures Group Corp. Ladies and Gentlemen: We are counsel to West Coast Ventures Group Corp., a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Standby Equity Commitment Agreement (the "Investment Agreement") entered into by and among the Company and GC Investments I, LLC (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 _____ par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ , 20___, 2006, the Company filed a Registration Statement on Form S- ___ S-1 (File No. 333--__________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] _____on [enter the date of effectiveness] _____, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s 's staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC SEC, and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.______________ This is to inform you that as of today, West Coast Ventures Group Corp., a Nevada corporation (the "Company"), hereby elects to exercise its right pursuant to the Standby Equity Commitment Agreement to require GC Investments I, LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________ The Valuation Period runs from _____ until _____ The Purchase Price is: $__________ The number of Put Shares Due: ______________ The current number of shares of common stock issued and outstanding is: The number of shares currently available for issuance under the S-1 is: __________ Regards, West Coast Ventures Group Corp. By:________________________ Name: Title: EXHIBIT D ESCROW RELEASE STATEMENT Date:__________ West Coast Ventures Group Corp. 00000 X 00xx Xxx. Xxxx X0X, Xxxxxx, XX 00000 Dear Xx. Xxxxx, GC Investments I, LLC (“GCI”) hereby releases, or instructs escrow to release, to West Coast Ventures Group Corp. (the “Company”), the following Adjusted Purchase Price for the Put Notice originally submitted on _____________: Original Put Notice Shares Issued Per the Put Notice: _____________ Share Price in Put Notice: _____________ Original Purchase Price: ______________ Adjustments Average Sale Price/Share During Valuation Period: _________________ Commissions: ________________ Clearing Fees: ________________ Legal Fees: ________________ Other Admin. Costs (if any): ________________ Adjusted Purchase Price Due: ________________ GC INVESTMENTS I, LLC By:___________________ Name: ________________ Title: _________________

LIST OF EXHIBITS. EXHIBIT A "A" Custodial Agreement EXHIBIT "B" Form of Lockbox Agreement EXHIBIT "C" Permitted Liens and Encumbrances EXHIBIT "D" List of Applicable Underlying Loans EXHIBIT "E" Form of Servicing Agreement EXHIBIT "F" Form of Warrant to Purchase Shares of Common Stock of Equivest Finance, Inc. EXHIBIT "G" Pending Litigation EXHIBIT "H" Form of Pledge and Assignment of Note Receivable and Applicable Mortgage EXHIBIT "I" Registration Rights Agreement EXHIBIT B Opinion "J" Commitment EXHIBIT "K" Intentionally Omitted EXHIBIT "L" Existing Liens Schedule A Schedule of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Ladies Excluded Stock Issuances LOAN AND SECURITY AGREEMENT --------------------------- THIS LOAN AND SECURITY AGREEMENT is made and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables, Inc.,a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into as of August 25, 1998, by and among the Company RESORT FUNDING, INC., a Delaware corporation, EQUIVEST FINANCE, INC., a Florida corporation, EASTERN RESORTS COMPANY, LLC, a Rhode Island limited liability company, and _________________________ EASTERN RESORTS CORPORATION, a Delaware corporation, jointly and severally (collectively, the "InvestorBorrower") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stockand CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, $.001 par value per share a Delaware limited liability company (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 ActLender"). In connection with consideration of the Company's obligations under mutual covenants and agreements contained herein and other good and valuable consideration, the Registration Rights receipt and adequacy of which are hereby acknowledged, the parties to this Agreement, on ____________ ___intending to be legally bound, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor hereby agree as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Datefollows:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT A [Missing Graphic Reference] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Halberd Corporation Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesHalberd Corporation., Inc.,a a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ Dutchess Equity Fund, LP (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 without par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ___________, 200_ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 EXHIBIT C Date:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Earth Science Tech Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesEarth Science Tech Inc., Inc.,a a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.001 par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ (File No. 333-__-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's ’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] 37 EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: [TRANSFER AGENT] Re: ___________________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables_________________, Inc.,a Nevada a ___________corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 without par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, 2013 the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [[ a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effectiveeffective ] [the Registration Statement has become effective]under effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:: RE: Put Notice Number __ Dear Xx. Xxxxxx, This is to inform you that as of today, , a corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement to require Kodiak Capital Group, LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $ . The Pricing Period runs from until . The current number of shares issued and outstanding as of the Company are: The number of shares currently available for issuance on the S-1 for the Equity Line are: The Suspension Price for this Put Notice is $ . Regards, EXHIBIT D PUT SETTLEMENT SHEET Date: Dear Mr. , Pursuant to the Put given by to Kodiak Capital Group, LLC on 2013 we are now submitting the amount of common shares for you to issue to Kodiak. Please have a certificate bearing no restrictive legend totaling shares issued to Kodiak Capital Group, LLC immediately and send via DWAC to the following account: XXXXXXXXXXXXXXXXXXX Once these shares are received by us, we will have the funds wired to the Company. Regards,

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesDirectview Holdings, Inc. Inc., Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesDirectview Holdings, Inc.,a , a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.0001 par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___July 20, 2006218, the Company filed a Registration Statement on Form S- ___ S-1 (File No. 333-__-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's ’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: