Common use of Acknowledgements Clause in Contracts

Acknowledgements. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New York.

Acknowledgements. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Resale Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Resale Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Resale Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Resale Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New YorkCalifornia.

Acknowledgements. The undersigned Executive is signing this Separation Agreement and Release knowingly and voluntarily. He or she acknowledges that: (a) He or she has read and understands the legal and binding effect of this document and that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (he or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder she is hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made advised in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By consult an attorney before signing this Notice Separation Agreement and Questionnaire, Release; (b) He or she has relied solely on his or her own judgment and/or that of his or her attorney regarding the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above consideration for and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice Separation Agreement and Questionnaire Release and the representations is signing this Separation Agreement and warranties contained herein shall be binding on, shall insure Release knowingly and voluntarily of his or her own free will; (c) He or she is not entitled to the benefit Severance Benefits unless he or she agrees to and complies fully with the terms of this Separation Agreement and shall Release; (d) He or she has been given at least [ days] to consider this Separation Agreement and Release, and if he or she chose to sign this Separation Agreement and Release in fewer than [ days] from receipt, that decision was entirely knowing and voluntary; (e) To accept this Separation Agreement and Release, he or she must deliver a signed Separation Agreement and Release to the [Insert Address] within [ days] of the Executive’s receipt of this Separation Agreement and Release. The signed Separation Agreement and Release should be delivered to: [Insert Address] The Executive further understands that he or she may revoke this Separation Agreement and Release within seven (7) days after signing by written notice within such period to the [Insert Address] at the street address or the email address above. The Executive further understands that this Separation Agreement and Release is not effective or enforceable until after the seven (7) day period of revocation has expired without revocation, and that if he or she revokes this Separation Agreement and Release within the seven (7) day revocation period, he or she will not receive the Severance Benefits; (f) He or she has read and understands the Separation Agreement and Release and further understands that it includes a general release of any all known and unknown, foreseen and unforeseen claims presently asserted or otherwise arising through the date of his or her signing of this Separation Agreement and Release that he or she may have against any of the Released Parties; and, (g) No statements made or conduct by any of the Released Parties has in any way coerced or unduly influenced him or her to execute this Separation Agreement and Release. (h) By signing below the Executive acknowledges and reaffirms any agreement that the Executive has entered into with any of the Released Parties relating to confidentiality, assignment of inventions, noncompetition and/or nonsolicitation (the “Restrictive Covenants”). (i) Other than as set forth in Section 4 or Section 5 of the Employment Agreement, all stock options and other stock-based awards held by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire Executive shall be governed by, by the applicable equity incentive plan and construed in accordance with, the laws of the State of New Yorkaward agreements.

Acknowledgements. The undersigned Each Decision-Eligible Note A Holder acknowledges and agrees that: (i) the consent of a Decision-Eligible Note A Holder to a Major Decision that it understands also constitutes an Extraordinary Major Decision shall be deemed to have been granted by such Decision-Eligible Note A Holder if no response is delivered to the Lead Special Servicer by such Decision-Eligible Note A Holder within the time period described in Section 5(d) of this Agreement, and the consent of a Decision-Eligible Note A Holder to a Major Decision that also constitutes a Majority Decision shall be deemed to have been granted by such Decision-Eligible Note A Holder if no response is delivered to the Lead Special Servicer by such Decision-Eligible Note A Holder within the time period described in Section 5(e) of this Agreement; (ii) the consent of the Controlling Noteholder (or its obligation Controlling Noteholder Representative) shall be deemed to have been granted if no objection is delivered by the Controlling Noteholder (or its Controlling Noteholder Representative) within the applicable time set forth in Section 5(a) of this Agreement; (iii) the Lead Special Servicer or Lead Master Servicer, as applicable, are obligated to comply with the provisions terms of the Securities Exchange Act of 1934Loan Documents, any related mezzanine intercreditor agreement, applicable law, the REMIC Provisions, the Servicing Agreement (including without limitation, the Servicing Standard), and this Agreement; and (iv) the Lead Special Servicer or Lead Master Servicer, as amendedapplicable, and are obligated to disregard a refusal to consent, or advice, if the rules thereunder relating refusal or advice would otherwise cause the Lead Special Servicer or Lead Master Servicer, as applicable, to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, violate the terms of this Notice and Questionnaire and any Loan Documents, any related mezzanine intercreditor agreement, applicable law, the representations and warranties contained herein shall be binding onREMIC Provisions, shall insure to the benefit of and shall be enforceable by Servicing Agreement (including without limitation, the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed byServicing Standard), and construed in accordance with, the laws of the State of New Yorkthis Agreement.

Acknowledgements. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Resale Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Resale Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Resale Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Resale Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New York.

Acknowledgements. The undersigned Executive specifically acknowledges and agrees that it understands its obligation by entering into this Agreement and in exchange for the consideration described in paragraph 3 above to comply with which Executive otherwise would not be entitled, Executive is waiving and releasing any and all rights and claims that Executive may have arising from the provisions of the Securities Exchange Act of 1934Age Discrimination in Employment Act, as amended, which have arisen on or before the date of execution of this Agreement. Executive further expressly acknowledges and agrees that: (a) EXECUTIVE HAS READ AND UNDERSTANDS THIS AGREEMENT AND IS ENTERING THIS AGREEMENT KNOWINGLY AND VOLUNTARILY. (b) Executive understands and agrees that, by signing this Agreement, Executive is giving up any right to file legal proceedings against ▇▇▇▇▇▇▇▇ Creek arising on or before the rules thereunder relating to stock manipulation, particularly Regulation M thereunder date of the Agreement. Executive is not waiving (or any successor rules giving up) rights or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein claims that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above arise after the date on the Agreement is executed. (c) EXECUTIVE IS HEREBY ADVISED IN WRITING BY THIS AGREEMENT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT. EXECUTIVE REPRESENTS THAT THIS AGREEMENT HAS BEEN FULLY EXPLAINED BY THE EXECUTIVE’S ATTORNEY, OR THAT EXECUTIVE HAS WAIVED CONSULTATION WITH AN ATTORNEY, CONTRARY TO ▇▇▇▇▇▇▇▇ CREEK’S RECOMMENDATION. (d) Executive understands and represents that Executive has had twenty-one (21) days from the day Executive received this Agreement, not counting the day upon which such information is provided Executive received it, to consider whether Executive wishes to sign this Agreement. Executive further acknowledges that if Executive signs this Agreement before the Companyend of the twenty-one (21) day period, it will be Executive’s personal, voluntary decision to do so and Executive has not been pressured to make a decision sooner. (e) Executive further understands that Executive may revoke (that is, cancel) this Agreement for any reason within seven (7) calendar days after signing it. Executive agrees that the revocation will be in writing and hand-delivered or mailed to ▇▇▇▇▇▇▇▇ Creek. If mailed, the undersigned agrees revocation will be postmarked within the seven (7) day period, properly addressed to notify the transferee(s) at the time of transfer of its rights ▇▇▇▇▇▇▇▇ CREEK METALS COMPANY USA, Attn: Chief Executive Officer, ▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇; and obligations sent by certified mail, return receipt requested. Executive understands that Executive will not receive any payment under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed byAgreement if Executive revokes it, and construed in accordance withany event, Executive will not receive any payment until after the laws of the State of New Yorkseven (7) day revocation period has expired.

Acknowledgements. The undersigned a. Employee acknowledges and agrees that the payments and benefits set forth in Sections 2(a) and (b) above are payments and benefits to which Employee is not otherwise entitled, and Employee understands that if he or she does not sign this Release, or if he or she revokes acceptance of this Release, Employee shall not be entitled to these payments and benefits. b. By signing below, Employee confirms and agrees that as of the Termination Date, Employee has been paid, or will be paid in his or her final regular paycheck (subject to withholding for taxes and applicable deductions), all accrued salary, unused accrued Paid Time Off, and other similar payroll related benefits and compensation due the Employee as of the Termination Date by virtue of his or her employment, in keeping with the Company’s policy and practice. Employee further acknowledges that it understands its obligation no other compensation or wages are due and owing to comply with the provisions of the Securities Exchange Act of 1934, as amendedEmployee, and no further Paid Time Off or other benefits will accrue after the rules thereunder relating Termination Date. c. Employee’s participation in all Company employee benefit plans as an active employee shall cease on the Termination Date, and Employee shall not be eligible to stock manipulationmake contributions to or to receive additional Company contributions under the Health Net, particularly Regulation M thereunder Inc. 401(k) Associate Savings Plan, (or the “401(k) Plan”) (other than any successor rules or regulations), in connection with any offering of Registrable Securities “supplemental Matching Contributions” made pursuant to the Registration Rights Agreement401(k) Plan) or to make any deferrals pursuant to any deferred compensation plan of the Company after the Termination Date. The undersigned agrees that neither it nor any person acting on its behalf will engage All payments due Employee under employee benefit plans or arrangements in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreementwhich Employee participates, including without limitation, the Company has agreed under certain circumstances 401 (k) Plan and any deferred compensation plan of the Company, shall be paid to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and Employee pursuant to the Registration Rights Agreement shall be made terms and provisions of such plans. Notwithstanding the foregoing, if, immediately prior to the Termination Date, Employee participates in writing at certain Company employee welfare benefit plans, Employee’s participation in such plans may continue on the address set forth below. In same terms and conditions, including the event that same co-payment terms, until the undersigned transfers all or any portion last day of the Registrable Securities listed month in Item 3 above after which the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New YorkTermination Date occurs.

Acknowledgements. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company Ashford Prime has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Resale Shelf Registration Statement, the undersigned agrees to promptly notify the Company Ashford Prime of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Resale Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the CompanyAshford Prime, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Resale Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Resale Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New YorkTexas.

Acknowledgements. The undersigned Executive specifically acknowledges and agrees that it understands its obligation by entering into this Agreement and in exchange for the consideration described in paragraph 1 above to comply with which Executive otherwise would not be entitled, Executive is waiving and releasing any and all rights and claims that Executive may have arising from the provisions of the Securities Exchange Act of 1934Age Discrimination in Employment Act, as amended, which have arisen on or before the date of execution of this Agreement. (a) Executive has read and understands this Agreement and is entering this Agreement knowingly and voluntarily. (b) Executive understands and agrees that, by signing this Agreement, Executive is giving up any right to file legal proceedings against Parent or U.S. Subsidiary or ▇▇▇▇▇▇▇▇ Creek arising on or before the rules thereunder relating date of the Agreement as it relates to stock manipulationParent's role, particularly Regulation M thereunder if any, as the Executive's alleged employer (or any successor rules or regulations), in connection alleged joint employer with any offering the U.S. Subsidiary) from the date of Registrable Securities pursuant to Executive's hiring through and including the Registration Rights date of the execution of this Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies Executive is not waiving (or changes in the information provided herein giving up) rights or claims that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above arise after the date on the Agreement is executed. (c) EXECUTIVE IS HEREBY ADVISED IN WRITING BY THIS AGREEMENT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT. EXECUTIVE REPRESENTS THAT THIS AGREEMENT HAS BEEN FULLY EXPLAINED BY THE EXECUTIVE'S ATTORNEY, OR THAT EXECUTIVE HAS WAIVED CONSULTATION WITH AN ATTORNEY, CONTRARY TO ▇▇▇▇▇▇▇▇ CREEK'S RECOMMENDATION. (d) Executive understands and represents that Executive has had twenty-one (21) days from the day Executive received this Agreement, not counting the day upon which such information is provided Executive received it, to the Company, the undersigned agrees consider whether Executive wishes to notify the transferee(s) at the time of transfer of its rights and obligations under sign this Notice and Questionnaire and the Registration Rights Agreement. By signing Executive further acknowledges that if Executive signs this Notice and Questionnaire, Agreement before the undersigned consents to the disclosure end of the information contained herein in its answers twenty-one (21) day period, it will be Executive's personal, voluntary decision to Items do so and Executive has not been pressured to make a decision sooner. (1e) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned Executive further understands that such information will be relied upon by Executive may revoke (that is, cancel) this Agreement for any reason within seven (7) calendar days after signing it. Executive agrees that the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New York.revocation

Acknowledgements. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) 1 through (6) 6 above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New York.

Acknowledgements. The undersigned acknowledges that it understands its obligation to comply In connection with the provisions execution of this Agreement, the Securities Exchange Act contribution by the Rollover Holder to Parent of 1934its Contributed Shares, as amendedthe receipt by such Rollover Holder of Rollover Stock in accordance with the terms and subject to the conditions of this Agreement, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant other transactions related to the Registration Rights Agreement. Exchange contemplated hereby, each Rollover Holder acknowledges, covenants and agrees as follows: (a) The undersigned agrees Rollover Holder has the information that neither it nor any person acting on its behalf will engage in any transaction in violation of deems necessary to determine whether to enter into this Agreement and the Stockholders Agreement and that such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersignedRollover Holder’s obligation under to contribute the Registration Rights Agreement Rollover Stock to provide such information as may be required contributed by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and it pursuant to the Registration Rights Agreement hereto shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which enforceable against such information is provided to the Company, the undersigned agrees to notify the transferee(sRollover Holder. (b) at the time of transfer of its All rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Rollover Holder with respect to its Rollover Stock received pursuant to this Agreement, including in respect of voting and transfer rights, shall be as provided by law or in Parent’s Certificate of Incorporation, Bylaws and Stockholders Agreement. (c) THE ROLLOVER STOCK ISSUED TO THE ROLLOVER HOLDER HAS NOT BEEN REGISTERED UNDER FEDERAL OR STATE SECURITIES LAWS AND THE ROLLOVER HOLDER’S INVESTMENT IN THE ROLLOVER STOCK IS SPECULATIVE AND RISKY. THERE IS NO PUBLIC OR OTHER MARKET FOR THE ROLLOVER STOCK NOR IS ANY LIKELY TO DEVELOP. PARENT HAS A LIMITED FINANCIAL HISTORY AND PARENT, INCLUDING ITS SUBSIDIARIES, WILL BORROW A SUBSTANTIAL PORTION OF THE FUNDS TO ACQUIRE THE COMPANY. THE ROLLOVER HOLDER ACKNOWLEDGES THAT IT MAY AND CAN AFFORD TO LOSE ITS ENTIRE INVESTMENT IN THE ROLLOVER STOCK AND THAT IT UNDERSTANDS IT MAY HAVE TO HOLD SUCH INVESTMENT INDEFINITELY. (d) Great Point Partners, LLC (or an Affiliate thereof) (“GPP”) will receive from the Registrable Securities beneficially owned Company, pursuant to a Management Services Agreement to be executed by the Company and GPP at Closing in the form previously provided to the Rollover Holder, certain fees and rights to receive reimbursement of certain costs and expenses. (e) GPP or an Affiliate thereof will have the power to designate a majority of the Parent’s and the Company’s directors, and will therefore be able to control the direction and future operations of the Parent and the Company. (f) As an inducement to the Parent to issue the Rollover Stock to the Rollover Holder, and as a condition thereto, the Rollover Holder acknowledges and agrees that neither the issuance of the Rollover Stock to the Rollover Holder nor any provision contained herein shall entitle the Rollover Holder to remain in the employment of the Parent or any of its Subsidiaries or affect the right of the Parent or any such Selling Security Subsidiary to terminate such Rollover Holder’s employment at any time for any reason. The terms of the Rollover Holder’s employment with the Company will be governed by the terms of any Employment Agreement between the Rollover Holder and listed the Company which will not be affected by this Agreement. (g) The certificates representing the Rollover Stock will bear a legend in Item 3 abovesubstantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. This Notice and Questionnaire shall be governed byTHE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND CERTAIN OTHER AGREEMENTS SET FORTH IN A STOCKHOLDERS AGREEMENT BETWEEN AH HOLDINGS, and construed in accordance with, the laws of the State of New YorkINC. (THE “COMPANY”) AND THE STOCKHOLDERS OF THE COMPANY. A COPY OF SUCH AGREEMENTS MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”

Acknowledgements. The undersigned Parties acknowledge, understand, and agree as follows: a. Subject to Section 20(b) hereto, Coinbase shall act reasonably in determining the scope of Approved Validators and Eligible Digital Assets from time to time. Client will choose which Approved Validator to use for Staking of its Digital Assets. b. Approved Validators may or may not be affiliated with, owned by, or controlled by Coinbase or any of its affiliates. Coinbase acknowledges that it understands its obligation to comply with the provisions may have actual or potential conflict of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company interests in connection with the preparation or amendment staking services offered by Coinbase and its affiliates and those offered by Approved Validators and, in accordance with Section 2 of the Shelf Registration Statement PBA, Coinbase has in place certain policies and procedures in place that are designed to mitigate such conflicts. c. Unstaking Staked Digital Assets may be subject to waiting periods due to network congestion, Network Restrictions, and other network-related unstaking process requirements. Coinbase may, for convenience, provide Client with an estimate of the related prospectuslength or nature of any Network Restrictions or other anticipated delays, including how much time following Coinbase’s processing of an Unstaking Instruction it will take to “un-stake” or “unbond” a Staked Digital Asset. Once However, these estimates are strictly for informational purposes, are not a commitment or representation of Coinbase, and Coinbase shall in no way be liable if the actual length or nature of any Network Restriction or other delay differs from that estimated by Coinbase. d. In case of any future upgrade to a blockchain network or protocol, Client understands that Client may lose all, or a portion of, its Staked Digital Assets, and Coinbase will not be responsible for any loss of such Staked Digital Assets in such a circumstance to the extent Coinbase has performed its obligations under this Notice Agreement regarding such Staked Digital Asset. e. Certain blockchain networks or protocols may impose minimum allocation requirements. Client is solely responsible for understanding such requirements, and Questionnaire is executed Coinbase will not be responsible for any loss of Staked Digital Assets or Rewards in connection with such requirements or changes thereto. f. Coinbase or an Approved Validator may be required to create additional wallets to facilitate a network or protocol upgrade or enable receipt of certain Rewards. g. Except as set forth herein or an Approved Validator Schedule and to the extent Coinbase meets its obligations in Section 6.a, Coinbase will not provide any compensation for any Slashing penalties or missed Rewards, or other losses that arise out of or in connection with Client’s Staking. h. Client understands the legal and technical requirements associated with the Staking of a particular Eligible Digital Asset on the blockchain associated with such Eligible Digital Asset. i. Coinbase shall not be liable for the failure of any Approved Validator to abide by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and an Approved Validator Schedule or the representations and warranties contained herein shall be binding onterms set forth therein so long as such failure does not arise from Coinbase’s negligence, shall insure to the benefit fraud, breach, material violation of and shall be enforceable by the respective successorsapplicable law, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New Yorkor willful misconduct.

Acknowledgements. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth as and to the extent provided therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the applicable Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (67) above and the inclusion of such information in the applicable Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the applicable Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New YorkDelaware, without regard to the principles of conflicts of law.

Acknowledgements. The undersigned (a) Participant acknowledges receipt of a copy of the Plan (including any applicable appendixes or sub-plans thereunder) and represents that it understands its obligation to comply he or she is familiar with the terms and provisions thereof, and hereby accepts this Award of Restricted Stock Units subject to all of the terms and provisions thereof. Participant has reviewed the Plan (including any applicable appendixes or sub-plans thereunder) and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Securities Exchange Act Award. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (Administrator upon any questions arising under the Plan or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights this Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned Participant further agrees to notify the transferee(sCompany upon any change in the residence address indicated in the Notice of Grant. (b) The Company (which may or may not be Participant’s Employer) is granting the Restricted Stock Units. The Company may administer the Plan from outside Participant’s country of residence, and United States law will govern all Restricted Stock Units granted under the Plan. (c) Participant acknowledges that benefits and rights provided under the Plan are wholly discretionary and, although provided by the Company, do not constitute regular or periodic payments. Unless otherwise required by Applicable Laws, the benefits and rights provided under the Plan are not to be considered part of Participant’s salary or compensation for purposes of calculating any severance, resignation, redundancy or other end of service payments, vacation, bonuses, long-term service awards, indemnification, pension or retirement benefits, or any other payments, benefits or rights of any kind. Participant waives any and all rights to compensation or damages as a result of the termination of employment with the Company for any reason whatsoever insofar as those rights result or may result from: (i) the loss or diminution in value of such rights under the Plan, or (ii) Participant ceasing to have any rights under, or ceasing to be entitled to any rights under the Plan as a result of such termination. (d) The grant of the Restricted Stock Units, and any future grant of Restricted Stock Units under the Plan is entirely voluntary, and at the complete discretion of the Company. Neither the grant of the Restricted Stock Units nor any future grant of Restricted Stock Units by the Company will be deemed to create any obligation to grant any further Restricted Stock Units, whether or not such a reservation is explicitly stated at the time of transfer such a grant. The Company has the right, at any time to amend, suspend or terminate the Plan. (e) The Plan will not be deemed to constitute, and will not be construed by Participant to constitute, part of its rights the terms and obligations under this Notice and Questionnaire conditions of employment, and the Registration Rights Agreement. By signing this Notice and QuestionnaireCompany will not incur any liability of any kind to Participant as a result of any change or amendment, the undersigned consents to the disclosure or any cancellation, of the information contained herein in its answers to Items Plan at any time. (1f) through (6) above and the inclusion of such information Participation in the Shelf Registration Statement Plan will not be deemed to constitute, and the related prospectus. The undersigned understands that such information will not be relied upon deemed by the Company in connection Participant to constitute, an employment or labor relationship of any kind with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New York.

Acknowledgements. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, and such securities remain Registrable Securities following such transfer, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectusProspectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectusProspectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New York.

Acknowledgements. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering offer or sale of Registrable Securities pursuant to the Shelf Registration Rights AgreementStatement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders Holder against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to provide any additional information the Company may reasonably request and to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and to the Company pursuant to the Registration Rights Agreement shall will be made in writing at by hand-delivery, first-class mail or air courier guaranteeing overnight delivery to the address set forth specified below. In If the event that the undersigned Selling Security Holder transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to Selling Security Holder will notify the transferee(s) at the time of transfer of its or their rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnairebelow, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) questions above and the inclusion of such information in the Shelf Registration Statement and the related prospectusprospectus or prospectus supplement(s) and in any related state securities or Blue Sky applications. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectusprospectus and prospectus supplement(s) and of any such application. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall will be binding on, shall insure will inure to the benefit of of, and shall will be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such the Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall will be governed by, by and construed in accordance with, with the laws of the State of New York.

Acknowledgements. The undersigned Executive acknowledges and agrees that: (a) the terms of this Agreement are reasonable, valid and enforceable and the restricted period, definitions and geographical limitations specified in the above Sections in this ARTICLE VI are reasonable in view of the nature of the business in which the Company and its Affiliates are engaged and the knowledge of the Company’s operations and customer relationships that it understands its obligation Executive will gain by virtue of Executive’s position hereunder; (b) this limited prohibition against unfair competition is narrowly tailored to comply safeguard the Company’s legitimate business interests while not unreasonably interfering with Executive’s ability to obtain other employment and that his ability to earn a livelihood without violating such restrictions is a material condition to his employment with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder Company; (or any successor rules or regulations), in connection c) Executive’s employment and/or continued employment with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees compensation paid to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received Executive by the Company, the provision of benefits to Executive by the Company, Executive’s past or current ownership (directly or indirectly) in the Company, the Company’s agreement to provide Confidential Information to Executive, and Executive’s commitment not to disclose Confidential Information, among other things, are sufficient consideration for Executive’s covenants contained herein; (d) subject to the Early Resolution Conference provision set forth in Section 6.08 of this Agreement, Executive has a duty to contact the Company if Executive has any questions regarding whether or not a particular entity or conduct by Executive would be restricted by this Agreement; (e) Executive has a duty immediately to inform the Company in writing of any employment or similar relationship Executive enters into after termination of employment with the Company during the restricted period set forth above; (f) the provisions in ARTICLE VI hereof shall survive the termination of this Agreement; (g) the Restricted Period set forth herein is a material term of this Agreement and the Company is entitled to Executive’s compliance with the terms of this Notice and Questionnaire and ARTICLE VI during that full period. Therefore, Executive agrees that the representations and warranties contained herein shall Restricted Period will be binding on, shall insure to the benefit tolled during any period of and shall be enforceable non-compliance by the respective successors, heirs, personal representatives and assigns of Executive. If the Company and must seek injunctive relief or judicial intervention to enforce this Agreement, the Selling Security Holder Restricted Period set forth herein does not commence until Executive is judged by a court of competent jurisdiction to be in full compliance with this Agreement; and (h) the covenants contained in ARTICLE VI are reasonable with respect to their duration, geographic area and scope. If, at the Registrable Securities beneficially owned by time of enforcement of such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed bycovenants, and construed in accordance witha court holds that the restrictions stated herein are unreasonable under the circumstances then existing, the laws of parties hereto agree that the State of New Yorkmaximum period, scope or geographic area legally permissible under such circumstances will be substituted for the period, scope or area stated herein.

Acknowledgements. The undersigned Selling Securityholder acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering offer or sale of Registrable Securities pursuant to the Registration Rights AgreementSecurities. The undersigned Selling Securityholder agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby Securityholder acknowledges its obligations under the applicable Registration Rights Agreement Agreement(s) to indemnify and hold harmless certain persons as set forth therein. Pursuant to the applicable Registration Rights AgreementAgreement(s), the Company has Issuer and the Parent Guarantor have agreed under certain circumstances to indemnify the Selling Security Holders Securityholder against certain liabilities. In accordance with the undersignedSelling Securityholder’s obligation under the applicable Registration Rights Agreement Agreement(s) to provide such information as may be required by law for inclusion in the Shelf applicable Resale Registration StatementStatement(s), the undersigned Selling Securityholder agrees to promptly notify the Company Parent Guarantor of any inaccuracies or changes in the information provided herein in this Notice and Questionnaire that may occur subsequent to after the date hereof of this Notice and Questionnaire at any time while the Shelf applicable Resale Registration Statement remains Statement(s) remain effective. All notices hereunder and pursuant Notices to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided Selling Securityholder relating to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and or pursuant to the applicable Registration Rights AgreementAgreement(s) will be made by email, or in writing, at the email or physical address set forth in Item 2 above. By signing this Notice and Questionnairebelow, the undersigned Selling Securityholder consents to the disclosure of the information contained herein in this Notice and Questionnaire in its answers to Items (1) 1 through (6) above 9 and the inclusion of such information in the Shelf applicable Resale Registration Statement Statement(s) and the related prospectus. The undersigned Selling Securityholder understands that such information will be relied upon by the Company Issuer and the Parent Guarantor in connection with the preparation or amendment of the Shelf applicable Resale Registration Statement Statement(s) and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New York.

Acknowledgements. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, 1934 and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company NXRT has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statementa registration statement, the undersigned agrees to promptly notify the Company NXRT of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement registration statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the CompanyNXRT, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement a registration statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement a registration statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New YorkTexas.

Acknowledgements. The undersigned Management Member agrees and acknowledges that it understands its obligation Management Member’s commitments herein are an express incentive, and material inducement, for Acquirors to comply enter into the Purchase Agreement, and the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, will not cause Management Member undue hardship, and are necessary to prevent unfair competition and to protect the goodwill, value and substantial legitimate business interests associated with the business purchased by Acquirors pursuant to the Purchase Agreement. Management Member acknowledges that Management Member is, directly or indirectly, a material shareholder of TGE and TE, and materially associated with the goodwill of the Constituent Companies, and Management Member is conveying or causing to be conveyed direct or indirect interests and goodwill in the Constituent Companies through the Purchase Agreement. Management Member further agrees that, as a result of the transactions contemplated by the Purchase Agreement, Management Member shall receive, directly or indirectly, valuable consideration and Management Member will benefit materially from the transactions contemplated by the Purchase Agreement, and his commitments herein are necessary to preserve the value realized and anticipated to be realized by Acquirors pursuant to the Purchase Agreement. Management Member further agrees that the restrictions set forth herein are the result of arm’s-length bargaining and are fair and reasonable in light of (a) Management Member’s level of control over and contact with the Constituent Companies’ business, and association with the Constituent Companies’ goodwill in all jurisdictions in which they conduct business; (b) Management Member’s knowledge of the Constituent Companies’ confidential and proprietary information, which information would inevitably be disclosed if Management Member were to violate any of the provisions of Section 3.1; and (c) the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees consideration that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information Management Member is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company receiving in connection with the preparation or amendment of transactions contemplated by the Shelf Registration Statement Purchase Agreement, and the related prospectus. Once this Notice goodwill and Questionnaire confidential and proprietary information that Management Member is executed by the Selling Security Holder conveying and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New Yorkfor which Acquirors are paying.

Acknowledgements. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company Ashford Inc. has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Resale Shelf Registration Statement, the undersigned agrees to promptly notify the Company Ashford Inc. of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Resale Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the CompanyAshford Inc., the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Resale Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Resale Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New YorkTexas.

Acknowledgements. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, 1934 and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company NREF has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statementa registration statement, the undersigned agrees to promptly notify the Company NREF of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement registration statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the CompanyNREF, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement a registration statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement a registration statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New York.

Acknowledgements. ‌ The undersigned Licensee acknowledges and agrees that it understands except as expressly provided in this Agreement: (a) the Licensor has not made, and does not by entering into this Agreement make, any representation or warranty, express or implied, that use of the Licensed IPR and its Commercialisation in accordance with the Licence does not infringe any third party's IPR; (b) the Licensor does not make and has not made any representation or warranty in relation to whether any valid patent will be granted or granted with the Claims sought; (c) the Licensee exercises the rights granted under this Agreement to the Licensed IPR at its own risk and will make its own inquiries to determine that its Commercialisation of the Licensed IPR and any Product based on the Licensed IPR will not infringe any third party's IPR; Guidance Note for clause 11.3(e): Clause 11.3(e) is a general obligation to act in 'good faith'. Failure by the Licensee to comply with the provisions this requirement is a material breach of the Securities Exchange Act Agreement, entitling the Licensor to terminate the Licence. This obligation applies in addition to specific performance criteria or milestones. It requires consideration of 1934the circumstances, rather than setting out specific criteria that must be met. If the parties are able to agree detailed and specific obligations that set out the Licensee's Commercialisation efforts exhaustively, it may be appropriate to also agree to remove this general obligation. (d) to the full extent permitted by law, the Licensor has not made and excludes all warranties, terms, conditions or undertakings, whether express or implied, written or oral, statutory or otherwise (including any implied warranty of merchantability or of fitness for a particular purpose) for the Licensed IPR, Products or any other matter, including, without limitation, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither suitability or safety of the Licensed IPR or the Products for use by third parties; and (e) it nor any person acting on its behalf will engage act in any transaction good faith in violation the exercise of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant Licence to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New York.Licensed IPR.‌

Acknowledgements. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New YorkDelaware.

Acknowledgements. The undersigned acknowledges that it understands its (i) Notwithstanding anything in the contrary in this Section 2.07, the obligation of Revelyst to comply with pay the provisions Earn-Out Payment shall be conditioned upon the consummation of both the Securities Exchange Act of 1934, as amended, Merger and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth belowRevelyst Merger. In the event that the undersigned transfers Merger and the Revelyst Merger are not consummated and either the Merger Agreement or the Revelyst Merger Agreement is terminated, then Revelyst shall have no further obligation pursuant to this Section 2.07. (ii) Vista Outdoor understands and acknowledges that, from and after the closing of the Revelyst Merger Agreement, control of all business decisions of the Revelyst Group shall be conducted in accordance with the directions of Olibre Parent, that Olibre Parent may operate the Revelyst Group in the manner it deems reasonably appropriate in its business judgment and neither Olibre Parent, Revelyst or any portion other member of the Registrable Securities listed Revelyst Group shall have any obligation to operate the Revelyst Group in Item 3 above after order to achieve any Earn-Out Payment or to maximize the date on which amount of any Earn-Out Payment; provided, however, notwithstanding the foregoing (A) Olibre Parent shall cause the Revelyst Group to maintain the books and records of the Revelyst Group necessary for the calculation of Revelyst FY28 EBITDA; (B) Olibre Parent shall not take any intentional action in bad faith that would have the purpose of reducing the amount of Revelyst FY28 EBITDA (including any such information action that would so impact the determination or calculation of the same); (C) divert to any Affiliate of Olibre Parent any revenue producing activities or business in bad faith in a manner that is provided intended to avoid or reduce the Companyamount of Revelyst FY28 EBITDA; and (D) Olibre Parent shall cause the Revelyst Group to produce the applicable Revelyst FY28 Financial Statements in a timely manner in accordance with its customary past practice. (iii) Revelyst makes no representations or warranties regarding the Revelyst FY28 EBITDA, the undersigned agrees ability of Revelyst or its Subsidiaries to notify meet any forecast or projection of Revelyst FY28 EBITDA or whether the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information Earn-Out Payment will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New Yorkearned hereunder.

Acknowledgements. The undersigned It is acknowledged that NLGI is the owner of lubricating grease specifications (“Specifications”) and trademarks, specimens of which are set forth in Attachment 1 (collectively, “Licensed Trademarks”). It is acknowledged that NLGI has established a trademark licensing and product certification program associated with the Specifications and Licensed Trademarks and such program is identified as the NLGI HPM Grease Certification Program (hereinafter “HPM Program”), with further description found in Form HPM01 HPM Trademark Licensing and Branded Product Certification Procedures, which may be updated from time to time with reasonable notice to Applicant. It is acknowledged that the NLGI has appointed the Center for Quality Assurance (“CQA”) as its Agent for administration of the HPM Program and Licensed Trademarks with contact information as follows: Center for Quality Assurance Attn: HPM Program ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Road Midland, MI 48642 USA Telephone: +▇ (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: +▇ (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Applicant acknowledges that it understands its obligation to comply with the provisions Licensed Trademarks and the Branded Product Registration ID will be used only on Registered Branded Products and only after full execution of the Securities Exchange Act License Agreement and receipt of 1934Form HPM08 Branded Product Registration Certificate for each such product. Applicant acknowledges that, as amendeda condition of obtaining and maintaining the License Agreement and all associated Registered Branded Product certifications, Applicant, and any affiliated entity of Applicant over which Applicant may legally exercise control, will refrain from making any claims that non-registered products being sold or marketed by such entity “meets or exceeds HPM specifications”, “is comparable to HPM”, “is suitable for use where HPM is recommended”, “is approved by NLGI”, “is HPM approved”, or other similar claims, whether in product advertising or on product labels. In case of breach of the rules thereunder relating foregoing, Applicant shall pay liquidated damages to stock manipulationNLGI of ten thousand U.S. dollars ($10,000) for each non-registered product in breach for each year such breach occurs. In addition to the foregoing, particularly Regulation M thereunder (as well as any other rights or remedies available to NLGI, NLGI shall have the right to immediately terminate this License Agreement as well as any Registered Branded Product certifications, for breach of this provision. Applicant acknowledges and accepts all of NLGI’S rights and interests in and to the Licensed Trademarks. Applicant agrees that it will not, during the term of this License Agreement or thereafter, attack or challenge in any manner or in any form the ownership and interests of NLGI, or any successor rules affiliated or regulations)subsidiary company of NLGI, in connection with any offering of Registrable Securities pursuant and to the Registration Rights Licensed Trademarks, nor will Applicant assist any other person, firm or corporation to infringe upon or contest such rights, nor will Applicant attack or challenge the validity of this License Agreement. The undersigned Applicant acknowledges and agrees that neither it this License Agreement nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersignedApplicant’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer exercise of its rights and obligations under this Notice and Questionnaire and License Agreement shall affect the Registration Rights Agreement. By signing this Notice and Questionnaire, ownership by NLGI of any of the undersigned consents goodwill or other rights of whatsoever nature pertaining to the disclosure Licensed Trademarks, and that such goodwill or other rights pertaining to the Licensed Trademarks shall be and remain in the name of NLGI and/or NLGI affiliated and subsidiary companies. Applicant shall not represent in any manner that Applicant has any ownership rights to the Licensed Trademarks. It is acknowledged as between the parties, NLGI has the sole discretion to determine when, and if, any legal proceedings will be taken involving the Licensed Trademarks, and Applicant shall not institute any legal proceedings involving the Licensed Trademarks. Applicant acknowledges that Applicant shall not attempt to register the Licensed Trademarks, either alone or in combination with other marks or indicia, nor shall Applicant use or attempt to register or to aid any third party in using or attempting to register any marks, trade dress, or trade name, or apply for any copyright or design right which may be, in the opinion of a reasonable person, confusingly similar to the Licensed Trademarks, in any country of the information contained herein in its answers to Items (1) through (6) above world. NLGI and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands Applicant agree that such information will be relied upon by the Company in connection with the preparation or amendment all uses of the Shelf Registration Statement and the related prospectus. Once Licensed Trademarks pursuant to this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein License Agreement shall be binding on, shall insure inure solely to the benefit of NLGI and/or NLGI affiliated and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New Yorksubsidiary companies.

Acknowledgements. The undersigned acknowledges A. As-Is. PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, AND AS A MATERIAL INDUCEMENT TO SELLER'S EXECUTION AND DELIVERY OF THIS AGREEMENT, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS, WHERE IS" CONDITION AND BASIS "WITH ALL FAULTS." Purchaser acknowledges, represents and warrants that it understands its obligation Purchaser is not in a significantly disparate bargaining position with respect to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company Seller in connection with the preparation or amendment transaction contemplated by this Agreement; that Purchaser freely and fairly agreed to this acknowledgment as part of the Shelf Registration Statement negotiations for the transaction contemplated by this Agreement; that Purchaser is represented by legal counsel in connection with this transaction and the related prospectusPurchaser has conferred with such legal counsel concerning this waiver. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and Except for the representations and warranties contained herein shall be binding onexpressly set forth in this Agreement, shall insure no representations or warranties have been made or are made and no responsibility has been or is assumed by any of the Seller Indemnified Parties or anyone acting or purporting to act on behalf of the Seller Indemnified Parties as to the benefit condition or repair of the Property or the value, expense of operation, or income potential thereof or as to any other fact or condition which has or might affect the Property or the condition, repair, value, expense of operation or income potential of the Property or any portion thereof. The parties agree that all understandings and shall be enforceable agreements made between them or their respective agents or representatives prior to the Effective Date are merged in this Agreement and the attached Exhibits, which alone fully and completely express their agreement, and that this Agreement has been entered into with Purchaser being provided ample opportunity to investigate all aspects of the Property, with neither party relying upon any statement or representation by the respective successorsother unless such statement or representation is specifically embodied in this Agreement or the attached Exhibits. Except as set forth in this Agreement, heirsSeller makes no representations or warranties as to whether the Property contains asbestos or any hazardous materials or harmful or toxic substances, personal representatives and assigns or pertaining to the extent, location or nature of same, if any. Further, to the Company and the Selling Security Holder extent that Seller has provided to Purchaser information from any inspection, engineering or environmental reports concerning asbestos or any hazardous materials or harmful or toxic substances, Seller makes no representations or warranties with respect to the Registrable Securities beneficially owned accuracy or completeness, methodology of preparation or otherwise concerning the contents of such reports. Purchaser acknowledges that Seller has requested that Purchaser inspect the Property fully and carefully and investigate all matters relevant thereto and that Purchaser rely solely upon the results of Purchaser's own inspections or other information obtained or otherwise available to Purchaser, rather than any information that may have been provided by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New YorkSeller to Purchaser.

Acknowledgements. The undersigned parties agree that: (a) The Licensee agrees and acknowledges that it understands its obligation to comply with the provisions validity of the Securities Exchange Act of 1934, as amended, Software and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights AgreementResults. The undersigned agrees that neither it nor any person acting on its behalf will engage Licensee shall not use or modify the Software or the Results in any transaction in violation manner likely to negate, impair or dilute any of such provisionsthe rights of FARMERS EDGE. The Selling Security Holder hereby acknowledges its obligations under Licensee shall not, either during the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies Term or changes in the information provided herein that may occur subsequent to the date hereof at any time while thereafter, contest or dispute or assist another in contesting or disputing, directly or indirectly, the Shelf Registration Statement remains effective. All notices hereunder validity, ownership, control or enforceability of any of FARMERS EDGE’s right, title and pursuant interest in and to the Registration Rights Agreement Software, the Results and/or the Confidential Information, and all Intellectual Property relating thereto. (b) The Licensee agrees that it shall be made in writing not at any time file any Intellectual Property, secure and/or register any Intellectual Property or maintain any Intellectual Property relating to or arising out of the address set forth below. In Software, the event that Results and/or the undersigned transfers all Confidential Information, or any portion Intellectual Property relating thereto. (c) The Licensee shall not, to the extent legally enforceable, file any action to challenge or raise any question or objection, or cause to be filed any such action or cause to be raised any such question or objection, to the validity, enforceability, registration or patentability of the Registrable Securities listed Software, the Results and/or the Confidential Information, or any Intellectual Property relating thereto, on any grounds whatsoever. (d) The Licensee shall provide to FARMERS EDGE all such access, assistance and co-operation as is reasonably requested by FARMERS EDGE in Item 3 above after order to facilitate the date on which such information is provided performance by FARMERS EDGE of its obligations hereunder. (e) The Licensee shall access and use the Software and the Results in a careful and prudent manner in accordance with this Agreement. (f) The Licensee shall (a) comply with all laws and directions of FARMERS EDGE regarding the access and use of the Software and the Results; (b) not, nor shall the Licensee permit any person, other than FARMERS EDGE’s authorized representatives, to modify, disassemble, perform maintenance on, service or attempt any repair or adjustment to the CompanySoftware. (g) The Licensee agrees to assume the full risk for loss or damage to the Software and/or the Results, however caused, except if caused by the negligent act or omission of FARMERS EDGE. (h) The Licensee shall keep the Software, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire Results and the Registration Rights Agreement. By signing this Notice Confidential Information free and Questionnaire, the undersigned consents to the disclosure clear of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation any liens or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New Yorkother encumbrances.

Acknowledgements. The undersigned acknowledges that it understands its obligation Borrower hereby acknowledges, agrees, undertakes, covenants and confirms that: (a) the Loan shall be utilized only for the Purpose and shall not be used for any other purpose including any unlawful, illegal, speculative or nefarious and/or anti-social purpose. ICF shall have the right to comply with recall the provisions of Loan if the Securities Exchange Act of 1934, as amended, and funds are used for any other purpose other than the rules thereunder relating Purpose; (b) the Loan may be disbursed by ICF to stock manipulation, particularly Regulation M thereunder (a third party/builder/developer/vendor/promoter/existing financier for the Purpose or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant directly to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage Borrower in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information one or more instalments as may be decided by ICF having regards to the Purpose and the needs of the Borrower. Decision of ICF in this regard shall be final, binding and conclusive on the Borrower. The terms and conditions of the Finance Documents shall cover each instalment and all instalments together would create a single loan for the purpose of the Finance Documents. The Borrower shall, if required by law for inclusion ICF, acknowledge the receipt, in the Shelf Registration Statementform required by ICF of each amount so disbursed; (c) if the Loan is for the purpose of acquisition, construction or improvement of the Property, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent Loan shall be disbursed to the date hereof at any time while builder/developer/vendor of the Shelf Registration Statement remains effectiveProperty after the Borrower’s own contribution has been made for acquisition of the Property, and such proof is furnished to ICF by the Borrower, as may be acceptable to ICF. All notices hereunder and pursuant to In case the Registration Rights Agreement Property is under construction or the Purpose is improvement of the Property, the disbursement shall be made in writing at by ICF only after the address set forth below. In the event that the undersigned transfers all or any portion construction/improvement work of the Registrable Securities listed Property has commenced and the proof as acceptable to ICF is submitted to ICF by the Borrower. The disbursal shall be in Item 3 above stages as per the progress of the construction/improvement. The decision of ICF in this regard shall be final, binding and conclusive on the Borrower; (d) the Borrower shall not be entitled to cancel the Loan after the date on which such information is provided disbursement or to the Company, the undersigned agrees refuse to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure accept disbursement of the information contained herein in its answers Loan, except with the approval of ICF and payment to Items (1) through (6) above and the inclusion ICF of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will cancellation or foreclosure charges as may be relied upon stipulated by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New YorkICF.

Acknowledgements. 31.1 The undersigned acknowledges that it understands its obligation to comply with the provisions Borrower, Mortgagor and Guarantor acknowledge: (a) That unless this loan offer is accepted within twenty one (21) days of the Securities Exchange Act date hereof and the funds are uplifted within thirty (30) days of 1934the date from which the loan is available, this loan offer will lapse. (b) That this Loan Contract is conditional upon the satisfaction of the conditions (if any) stipulated by the Mortgagee and communicated to the Borrower or the Borrower’s Solicitor. The decision of the Mortgagee's Board of Directors as amendedto what conditions have still to be satisfied shall be final and conclusive. (c) That the information supplied to the Mortgagee is accurate and may be relied upon and acknowledge that the Mortgagee may cancel this contract at any time prior to settlement in the event of the discovery of any errors or omissions which in the opinion of the Mortgagee materially affects their decision to agree to lend. (d) The moneys hereby secured include the moneys expressed in the Mortgage document, together with all moneys which the Mortgagee is liable to pay or advance to or for the Borrower or which the Mortgagee has already lent, paid or advanced to or for the Borrower or moneys due or owing or unpaid to the Mortgagee by the Borrower or the Guarantor on any account and howsoever arising and including contingent liabilities or in respect of any Guarantee or indemnity given to the Mortgagee for the Borrower or at the Borrower’s request and whether or not as principal debtor or surety. (e) That this Loan Contract contains all the terms and conditions relevant to the moneys payable under this Loan Contract. (f) That they have received a copy of this Loan Contract on or before the same date as this Loan Contract has been executed, and before signing by them. (g) That they have received a copy of the rules thereunder completed Mortgage on the same date as this Loan Contract has been executed, also before signing by them. OR That they have received a copy of Mortgage No. executed on , also before signing by them. (h) That they have received, understood and accepted the Disclosure Statement (if applicable) relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), this loan and provided in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under Credit Contract and Consumer Finance Act 2003, also before signing by them. 31.2 The Guarantor acknowledges: (a) That the Registration Rights Agreement to provide such information as may be required Guarantor has received a copy of the Guarantee executed in accordance with Clause above, also before signing by law for inclusion in them. (b) That the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent Guarantor has agreed to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion extended coverage, created by this loan, of the Registrable Securities listed Guarantee executed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection accordance with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed byLoan Contract dated , and construed in accordance withhas also received a copy of that Guarantee, the laws of the State of New Yorkalso before signing by them.

Acknowledgements. The undersigned acknowledges You acknowledge that it understands its obligation PLAN CONFIDENCE CORPORATION owns all legal, rights, title and interests and intellectual properties relating to comply with the provisions service. You agree that you will not share or disclose any of the Securities Exchange Act of 1934this information, as amendedunless you have express written permission from PLAN CONFIDENCE CORPORATION. PLAN CONFIDENCE CORPORATION gives you a personal, non-assignable and non-exclusive license to use these services. This license will be perpetual until you notify us (in writing) or by clicking “Cancel” on your participant “dashboard” to terminate your account. You agree that your license, and the rules thereunder relating any information provided due to stock manipulationyour license, particularly Regulation M thereunder (or any successor rules or regulations), in connection will not be shared with any offering individual outside of Registrable Securities pursuant you. This includes, but is not limited to, sharing your password, screenshots or information contained within the service. If you become aware of any unauthorized use of your account, you agree to the Registration Rights Agreementnotify us immediately. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement You agree to provide such accurate and timely information as may be required requested by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in PLAN CONFIDENCE CORPORATION. You agree that you will only use the information provided herein by the service for your active plan. You agree that may occur subsequent to the date hereof at you will not reproduce, copy, sell, disseminate, trade or re-sell any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to you through the Companyservice. If used in conjunction with an ERISA account, the undersigned agrees “Do It Yourself” service provided may be deemed an ERISA Section 3(21)(a)(ii) Limited Services Fiduciary to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreementyou, that makes recommendations to plan participants through non-discretionary advice. By signing this Notice and QuestionnaireIf used in conjunction with an ERISA account, the undersigned consents “Do It For Me” service provided may be deemed an ERISA Section 3(21)(a)(ii) Limited Services Fiduciary to you, that makes recommendations to plan participants through non-discretionary advice and executes recommendations for plan participants through non-discretionary advice. It is further understood that past performance is not indicative of future results. There is no guarantee that any investment, strategy or process will produce a profit or perform at levels as it has in the disclosure past. This service provides some links to websites that are not owned or operated by PLAN CONFIDENCE CORPORATION (e.g., ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. and custodial websites). We provide these links as a courtesy and cannot be held liable for any of the information contained herein in its answers on their sites. Do not interpret our linking to Items (1any outside site as an endorsement. You access these links at your own risk. If any court of law deems any provision of these terms to be invalid, that specific term(s) through (6) above will be removed, and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment remainder of the Shelf Registration Statement terms and the related prospectusconditions will remain valid and enforceable. Once this Notice These terms and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein conditions shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, under the laws of the State of New YorkFlorida in a manner consistent with the Investment Advisers Act of 1940 and the rules and regulations of the Securities Exchange Commission.

Acknowledgements. The undersigned Borrower hereby acknowledges that that: (a) it understands its obligation has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) neither the Administrative Agent, any Lender nor any other Agent has any fiduciary relationship with or duty to comply the Borrower arising out of or in connection with the provisions this Agreement or any of the Securities Exchange Act of 1934, as amendedother Loan Documents, and the rules thereunder relating to stock manipulationrelationship between Administrative Agent, particularly Regulation M thereunder (or any successor rules or regulations)▇▇▇▇▇▇▇ and the other Agents, on one hand, and the Borrower, on the other hand, in connection with herewith or therewith is solely that of debtor and creditor; (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders; (d) this Agreement and the other Loan Documents do not create any offering fiduciary, advisory or agency relationship among the Borrower, the Administrative Agent, any other Agent and/or the Lenders; and (e) none of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it Administrative Agent, any other Agent nor any person acting on its behalf will engage Lender is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any transaction in violation of such provisionsjurisdiction. The Selling Security Holder hereby In addition, the Borrower acknowledges and agrees, and acknowledges its obligations under the Registration Rights Agreement to indemnify Subsidiaries’ understanding, that each Lender and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as its affiliates may be required providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Lender will use confidential information obtained from Borrower by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion virtue of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon transactions contemplated by the Company Loan Documents or its other relationships with Borrower in connection with the preparation performance by such Lender of services for other companies, and no Lender will furnish any such information to other companies. The Borrower also acknowledges that no Lender has any obligation to use in connection with the transactions contemplated by the Loan Documents, or amendment to furnish to Borrower, confidential information obtained from other companies. The Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each of the Shelf Registration Statement Administrative Agent, each other Agent and each Lender is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any of the Administrative Agent, any other Agent or a Lender may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the related prospectusaccounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which Borrower may have commercial or other relationships. Once this Notice With respect to any securities and/or financial instruments so held by any of the Administrative Agent, any other Agent or a Lender or any of their respective customers, all rights in respect of such securities and Questionnaire is executed financial instruments, including any voting rights, will be exercised by the Selling Security Holder holder of the rights, in its sole discretion. Each Lender and received by each Issuing Lender represents and warrants that (i) the Company, Loan Documents set forth the terms of this Notice a commercial lending facility, (ii) in participating as a Lender, it is engaged in making, acquiring or holding commercial loans and Questionnaire in providing other facilities set forth herein as may be applicable to such Lender or Issuing Lender, in each case in the ordinary course of business, and not for the representations and warranties contained herein shall be binding on, shall insure to purpose of investing in the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns general performance or operations of the Company Borrower, or for the purpose of purchasing, acquiring or holding any other type of financial instrument such as a security (and each Lender and each Issuing Lender agrees not to assert a claim in contravention of the Selling Security Holder foregoing, such as a claim under the federal or state securities laws), (iii) it has, independently and without reliance upon the Administrative Agent, any Lead Arranger, any Syndication Agent, any Documentation Agent or any other Lender or Issuing Lender, or any of the Affiliates or related parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder and (iv) it is sophisticated with respect to the Registrable Securities beneficially owned by decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed byLender or such Issuing Lender, and construed either it, or the Person exercising discretion in accordance withmaking its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. Each Lender and each Issuing Lender also acknowledges that it will, independently and without reliance upon the laws Administrative Agent, any Lead Arranger, any Syndication Agent, any Documentation Agent or any other Lender or Issuing Lender, or any of the State Affiliates or related parties of New Yorkany of the foregoing, and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

Acknowledgements. The undersigned Such Holder acknowledges and agrees that there is no assurance that a public market will exist or continue to exist for the Securities. Such Holder acknowledges that it understands its obligation to comply with (a) neither the provisions issuance of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights AgreementTransactions nor the issuance of any shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), upon conversion of or any payment of a Make-Whole Premium (as defined in the Indenture) on any of the Securities (the “Conversion Shares”) has been registered or qualified under the Securities Act or any state securities laws, and the Securities and any Conversion Shares are being offered and sold in reliance upon exemptions provided in the Securities Act and state securities laws for transactions not involving any public offering and, therefore, cannot be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless they are subsequently registered and qualified under the Securities Act and applicable state laws or unless an exemption from such registration and qualification is available, and (b) it is acquiring the Securities for investment purposes only for its own account and not with any view toward a distribution thereof or with any intention of selling, distributing or otherwise disposing of the Securities or any Conversion Shares in a manner that would violate the registration requirements of the Securities Act. The undersigned Such Holder further acknowledges and agrees that neither it nor any person acting on its behalf (x) such ▇▇▇▇▇▇’s Holder Securities will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, be acquired from the Company has agreed under certain circumstances to indemnify solely in exchange for such Holder’s Exchanged Notes and the Selling Security Holders against certain liabilities. In accordance with the undersignedCash Payment due for any accrued and unpaid interest thereon; and (y) such Holder’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion participation in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon Transactions was not conditioned by the Company in connection with the preparation on such Holder’s (i) exchange of a minimum principal amount of Existing Convertible Notes or amendment (ii) purchase of a minimum amount of any other securities of the Shelf Registration Statement and Company or any of its affiliates. Such Holder understands that the related prospectus. Once this Notice and Questionnaire Company is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and relying upon the representations and warranties agreements contained herein shall be binding on, shall insure to in this Agreement for the benefit purpose of and shall be enforceable by determining whether such ▇▇▇▇▇▇’s participation in the respective successors, heirs, personal representatives and assigns of Transactions meets the Company and requirements for the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed exemptions referenced in Item 3 abovethis Section 2.8. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New York.6

Acknowledgements. The undersigned (a) Participant acknowledges receipt of a copy of the Plan (including any applicable appendixes or sub-plans thereunder) and represents that it understands its obligation to comply he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Participant has reviewed the Plan (including any applicable appendixes or sub-plans thereunder) and this Option Agreement in their entirety has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of the Securities Exchange Act Option. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (Administrator upon any questions arising under the Plan or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights this Option Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned Participant further agrees to notify the transferee(sCompany upon any change in the residence address indicated below. (b) The Company (which may or may not be Participant’s Employer) is granting the Option. The Company will administer the Plan from outside Participant’s country of residence, and an United States law will govern all Options granted under the Plan. The Section 431 Election and the Joint Election shall be governed by the laws of England and Wales. (c) Participant acknowledges that benefits and rights provided under the Plan are wholly discretionary and, although provided by the Company, do not constitute regular or periodic payments. Unless otherwise required by Applicable Law, the benefits and rights provided under the Plan are not to be considered part of Participant’s salary or compensation for purposes of calculating any severance, resignation, redundancy or other end of service payments, vacation, bonuses, long-term service awards, indemnification, pension or retirement benefits, or any other payments, benefits or rights of any kind. Participant waives any and all rights to compensation or damages as a result of the termination of employment with the Company for any reason whatsoever insofar as those rights result or may result from: (i) the loss or diminution in value of such rights under the Plan, or (ii) Participant ceasing to have any rights under, or ceasing to be entitled to any rights under the Plan as a result of such termination. (d) The grant of the Option, and any future grant of Options under the Plan is entirely voluntary, and at the complete discretion of the Company. Neither the grant of the Option nor any future grant of an Option by the Company will be deemed to create any obligation to grant any further Options, whether or not such a reservation is explicitly stated at the time of transfer such a grant. The Company has the right, at any time to amend, suspend or terminate the Plan. (e) The Plan will not be deemed to constitute, and will not be construed by Participant to constitute, part of its rights the terms and obligations under this Notice and Questionnaire conditions of employment, and the Registration Rights Agreement. By signing this Notice and QuestionnaireCompany will not incur any liability of any kind to Participant as a result of any change or amendment, the undersigned consents to the disclosure or any cancellation, of the information contained herein in its answers to Items Plan at any time. (1f) through (6) above and the inclusion of such information Participation in the Shelf Registration Statement Plan will not be deemed to constitute, and will not be deemed by Participant to constitute, an employment or employment relationship of any kind with the related prospectus. The undersigned understands Company. (g) In the event of termination of Participant’s employment (whether or not in breach of local employment laws), Participant’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date that such information Participant is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of termination of employment (whether or not in breach of local employment laws), Participant’s right to exercise the Option after termination of employment, if any, will be relied upon measured by the Company in connection with date of termination of Participant’s active employment and will not be extended by any notice period mandated under local law; the preparation Administrator shall have the exclusive discretion to determine when Participant is no longer actively employed for purposes of his or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New Yorkher Option grant.

Acknowledgements. The undersigned Each of the Parties acknowledges that it understands its obligation and agrees that: (a) subject to comply with satisfaction of all Conditions to the Closing on such date, the closing of the sale and purchase of the Sale Shares under the Purchase Agreement shall occur on June 17, 2021, Seoul Time; (b) (i) on or around April 23, 2021, the competition authority in Spain determined not to assert jurisdiction over the Transaction, and (ii) the Non-Korean Merger Control Approval in respect of Spain has been irrevocably granted as of such date; (c) the provisions relating to withholding on the Closing Date and the post-closing true-up relating to the Capital Gains Tax as set forth in subsections (a) and (b) of Section 3 under Annex H-1 shall apply mutatis mutandis to Securities Transaction Tax; provided that (i) the notice of the Securities Exchange Act Transaction Tax to be withheld at Closing shall be delivered concurrently with the notice of 1934the Capital Gains Tax to be withheld at Closing; (ii) the amount of the Securities Transaction Tax to be withheld at Closing shall be calculated based on the closing price of a Match common share on June 8, 2021, Eastern Time; and (iii) the true-up of the Securities Transaction Tax after the Closing shall be conducted concurrently with the true-up of the Capital Gains Tax after the Closing; and (d) each Seller that has not provided a valid and complete IRS Form W-9 or applicable IRS Form W-8 to Buyer as amendedof the Closing (each, and an “Applicable Seller”) shall provide such form to Buyer, no later than 30 days after the rules thereunder relating Closing Date, with respect to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities payments made to such Applicable Seller pursuant to the Registration Rights Purchase Agreement. The undersigned agrees that neither it nor agreement of each Applicable Seller set forth in the immediately preceding sentence shall be several and not joint, and any person acting on its behalf will engage in breach of the immediately preceding sentence by any transaction in violation Applicable Seller shall not give rise to any liability of such provisions. The Selling Security Holder hereby acknowledges its obligations any other Seller hereunder or under the Registration Rights Agreement Purchase Agreement. Match will provide reasonable assistance to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance each Applicable Seller in complying with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion requirements of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms first sentence of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New Yorkparagraph.

Acknowledgements. The undersigned ▇▇▇▇▇▇▇▇▇ further acknowledges and agrees as follows: (a) Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that it understands its obligation this Guaranty is continuing in nature and applies to comply with all presently existing and future Liabilities and Obligations, until the provisions complete, irrevocable and indefeasible payment and performance in full of the Securities Exchange Act Liabilities and Obligations. (b) This Guaranty is a guaranty of 1934, as amended, payment and performance and not of collection. Seller Indemnified Persons shall not be obligated to enforce or exhaust its remedies against Buyer or under the rules thereunder relating underlying Agreement before proceeding to stock manipulation, particularly Regulation M thereunder enforce this Guaranty. (c) This Guaranty is a direct guaranty and independent of the obligations of Buyer under the underlying Agreement. Any Seller Indemnified Person may resort to Guarantor for payment and performance of the Liabilities and Obligations whether or not such Seller Indemnified Person shall have resorted to any collateral therefor or shall have proceeded against Buyer or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder other guarantors with respect to the Registrable Securities beneficially owned by Liabilities and Obligations. Any Seller Indemnified Person may, at such Selling Security Holder Seller Indemnified Person’s option, proceed against Guarantor and listed in Item 3 above. This Notice ▇▇▇▇▇, jointly and Questionnaire shall be governed byseverally, or against Guarantor only without having obtained a judgment against ▇▇▇▇▇. (d) Guarantor hereby unconditionally and construed in accordance withirrevocably waives promptness, the laws diligence, notice of acceptance, presentment, demand for performance, notice of non-performance, default, acceleration, protest or dishonor and any other notice with respect to any of the State of New YorkLiabilities and Obligations and this Guaranty and any requirement that Seller Indemnified Persons protect, secure, perfect or insure any lien or any property subject thereto.

Acknowledgements. The undersigned Such Purchaser acknowledges and agrees that there is no assurance that a public market will exist or continue to exist for the New Notes or the Warrants. Such Purchaser (a) acknowledges that it understands neither the issuance of the New Notes or the Warrants pursuant to the Transactions nor the issuance of any shares of Common Stock upon conversion of any of the New Notes (the “Conversion Shares”) or the Warrant Shares has been registered or qualified under the Securities Act or any state securities laws, and the New Notes, the Warrants and any Conversion Shares or Warrant Shares are being offered and sold in reliance upon exemptions provided in the Securities Act and state securities laws for transactions not involving any public offering and, therefore, cannot be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless they are subsequently registered and qualified under the Securities Act and applicable state laws or unless an exemption from such registration and qualification is available, and (b) is purchasing the New Notes, Warrants and any Conversion Shares and Warrant Shares for investment purposes only for its obligation to comply own account and not with any view toward a distribution thereof or with any intention of selling, distributing or otherwise disposing of the provisions New Notes, the Warrants or any Conversion Shares or Warrant Shares in a manner that would violate the registration requirements of the Securities Exchange Act Act. Such Purchaser acknowledges that the New Notes, the Warrants and any Conversion Shares and Warrant Shares will bear a legend to the effect that the Purchaser may not transfer any New Notes, Warrants or such Conversion Shares or Warrant Shares except (i) to a “qualified institutional buyer” within the meaning of 1934and in accordance with Rule 144A, as amended(ii) under any other available exemption from the registration requirements of the Securities Act, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities iii) pursuant to the Registration Rights Agreement. The undersigned agrees a registration statement that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations has become effective under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide Securities Act or (iv) as otherwise specified in such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New Yorklegend.

Acknowledgements. The undersigned Each Rolling Shareholder acknowledges that it understands its obligation to comply has been furnished with and has carefully read the provisions proposed form of the Securities Exchange Act of 1934, as amendedMerger Agreement, and the rules thereunder relating to stock manipulationform of Operating Agreement, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering and form of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement attached hereto. Such Rolling Shareholder is aware and acknowledges that: (a) Parent has only recently been formed and has no financial or operating history. (b) There are substantial risks incident to indemnify and hold harmless certain persons set forth therein. Pursuant an investment in the Rolling Shareholder Parent Interests. (c) No federal or state agency has passed upon the Rolling Shareholder Parent Interests or made any finding or determination as to the Registration Rights Agreementfairness of an investment in the Rolling Shareholder Parent Interests. (d) Such Rolling Shareholder should consult with its own tax advisor regarding all United States federal, state, local and foreign tax considerations applicable to the Company has agreed under certain circumstances Rolling Shareholder Parent Interests. Neither Parent, nor any of its Affiliates, employees, agents, members, directors, officers, representatives or consultants, assume any responsibility for the tax consequences to indemnify such Rolling Shareholder of the Selling Security Holders against certain liabilities. In accordance with acquisition or ownership of the undersigned’s obligation Rolling Shareholder Parent Interests. (e) Effective as of the Closing Date, such Rolling Shareholder will become obligated to acquire the Rolling Shareholder Parent Interests. (f) Such Rolling Shareholder must bear the economic risk of the Rolling Shareholder Parent Interests for an indefinite period of time because the Rolling Shareholder Parent Interests have not been registered for sale under the Registration Rights Agreement 1933 Act, and therefore cannot be sold or otherwise transferred unless either the Rolling Shareholder Parent Interests are subsequently registered under the 1933 Act, or an exemption from such registration is available, and the Rolling Shareholder Parent Interests cannot be sold or otherwise transferred unless they are registered under applicable state securities or an exemption from such registration is available. (g) Such Rolling Shareholder’s right to provide such information as transfer the Rolling Shareholder Parent Interests is or will be restricted by the terms of the Operating Agreement. Such Rolling Shareholder may be required by law for inclusion to transfer the Rolling Shareholder Parent Interests under certain circumstances, as provided in the Shelf Registration StatementOperating Agreement. (h) Such Rolling Shareholder (i) has read the Rollover Disclosure Letter, including the exhibits and annexes thereto and the full text of the agreements and other documents described therein and attached thereto in their entirety and is thoroughly familiar with their terms, (ii) is aware of and understands the nature of the risks involved in investing in the Parent Common Interests and (iii) has had ample opportunity to ask questions relating to the Parent Common Interests, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights transactions contemplated by this Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New YorkTransactions.

Acknowledgements. The undersigned acknowledges that it understands Subscriber agrees that: (a) Markit does not owe Subscriber any duty to monitor or enforce compliance by any other subscriber with any provision, regulation or law which relates to its obligation to comply with the provisions use of the Securities Exchange Act Services; (b) Markit does not warrant that by subscribing for the Services Subscriber shall be deemed compliant with any applicable rules, regulations or laws; (c) Markit does not undertake any responsibility towards any person or entity on whose behalf Subscriber is acting on and Subscriber is responsible for advising any such person or entity of 1934, as amended, any such matter and the rules thereunder relating obtaining any requisite permission; (d) Markit shall be entitled without further inquiry to stock manipulation, particularly Regulation M thereunder (execute or otherwise act upon any successor rules instructions or regulations), information received by or in connection with such Services from Subscriber, including without limitation making Subscriber Content available to Approved Recipients; (e) Subscriber will ensure that when it passes instructions to Markit it is fully and validly authorized to do so and will ensure that all material it provides to Markit during the Term is accurate and up-to-date; (f) Subscriber shall only use or disclose other subscribers’ uploaded content for the purposes for which it was permissioned; (g) Markit reserves the right to provide on the Services website or any offering of Registrable Securities pursuant list generated therefrom, for viewing solely by subscribers to the Registration Rights Agreement. The undersigned agrees Services, a complete list of all subscribers and a complete list of the document types they have permissioned for use within the Services; (h) Markit will use commercially reasonable efforts to promptly block the access of any Approved Recipient to any Subscriber Content if requested by Subscriber; provided, however, that neither it nor Subscriber shall have no right to compel or require any person acting on its behalf will engage in Approved Recipient or any transaction in violation of third party to return or destroy any such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant Subscriber Content (including other information derived therefrom) at any time; (i) Except as otherwise permitted herein, Subscriber may not provide access to the Registration Rights Agreement, the Company has agreed under certain circumstances Services to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement third party; (j) Markit shall be made in writing at entitled to extract any reference data, such as entity name and registered address, from Subscriber content and publish such reference data to Approved Recipients; and (k) Markit shall be entitled to use Subscriber Content that is processed through the address set forth below. In Services for the event purpose of operating the Services and creating aggregated data (“Aggregated Data”), which Markit shall own and may share with third parties provided that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information Aggregated Data is provided to on an anonymous, aggregated basis and in a manner in which the Company, the undersigned agrees to notify the transferee(s) at the time identity of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation Subscriber or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire relevant third party is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New Yorknot discernible.

Acknowledgements. The undersigned acknowledges that it understands its obligation As an inducement to comply Sento to enter into this Agreement and to issue and deliver the Shares acid with the provisions knowledge that Sento and Sento Training will rely upon each of the following acknowledgments and agreements, ESI and each of the Principals hereby acknowledges and agrees that: 2.1 Sento has previously made available for inspection by ESI and the Principals financial statements and other financial, corporate and business information and records with respect to Sento. 2.2 The Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities or 'blue sky' laws, and al-c being issued to ES! pursuant to exemptions from the registration requirements of the Securities Exchange Act and applicable state securities and blue sky laws, and: (i) the Shares may not be resold, pledged, transferred. hypothecated or otherwise disposed of 1934, as amended, unless the Shares are subsequently registered under the Securities Act and relevant state securities and blue sky laws or unless Sento receives an opinion of ESI's counsel In a form acceptable to Sento and its legal counsel that with respect to the Shares registration is not required under the Securities Actor under the securities or blue sky laws of any state; (ii) a notation will be made upon the appropriate records of Sento andante certificate or certificates representing the Shares so that transfers of the Shares will not be effected without compliance with such restrictions on transferability and resale and reflecting the terms and conditions of this Agreement and the rules thereunder relating to stock manipulationPurchase Agreement; (iii) the Securities and Exchange Commission (the "Commission") has taken the position that persons who offer or sell restricted securities such as the Shares are on notice that, particularly Regulation M thereunder (in view of the broad remedial purposes of the Securities Act and of public policy which supports registration, they will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or any successor rules or regulations)sales and, in connection with resales, the Commission has stated that the "change in circumstances" concept which previously applied in determining whether such resales were exempt from registration, will no longer be considered on that issue; (iv) ESI may have to bear the economic risk of any offering of Registrable Securities pursuant investment related to the Registration Rights Agreement. The undersigned agrees Shares for an indefinite period of time; and (v) no representation, promise or agreement has been made concerning the marketability or value of the Shares or that neither it nor any person acting on its behalf of the Shares will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations be registered under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of Securities Actor any inaccuracies state securities or changes in the information provided herein that may occur subsequent to the date hereof blue sky laws at any time while in the Shelf Registration Statement remains effective. All notices hereunder future or will otherwise be qualified for sale under applicable securities laws. 2.3 Any investment in the Common Stock is highly speculative and pursuant subject to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Companysubstantial risks, including, without limitation, the undersigned agrees to notify risks identified in Sento's filings with the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire Commission, which filings Sento has encouraged ESI and the Registration Rights Agreement. By signing this Notice Principals to review in detail and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above ESI and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation Principals have had a reasonable opportunity to review. 2.4 No representation, warranty, promise or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure agreement has been made to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder ESI with respect to any of the Registrable Securities beneficially owned by such Selling Security Holder and listed following: (i) the approximate or exact length of time ESI will be required to remain as owner of the Shares; (ii) the percentage of profit and/or the amount or type of consideration (including dividends), profit or loss (including tax benefits) to be realized, if any, as a result of ESI's ownership of the Shares; and/or (iii) that the past performance or experience of Sento will in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance withanyway indicate the results of fixture operations of Sento, the laws results of the State ownership of New Yorkthe Shares, or the likelihood of achievement of the overall objectives of Sento.

Acknowledgements. The undersigned Noteholder acknowledges and agrees that no public market exists for the New Secured Notes or the Warrants, and that there is no assurance that a public market will ever develop for the New Secured Notes or the Warrants. The Noteholder (a) acknowledges that it understands neither the issuance of the New Secured Notes or the Warrants nor the issuance of shares of Common Stock (the “Shares”) upon conversion of any of the New Secured Notes or exercise of the Warrants has been registered or qualified under the Securities Act or any state securities laws, and the New Secured Notes, Warrants and any Shares are being offered and sold in reliance upon exemptions provided in the Securities Act and state securities laws for transactions not involving any public offering and, therefore, cannot be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless they are subsequently registered and qualified under the Securities Act and applicable state laws or unless an exemption from such registration and qualification is available, and (b) is purchasing the New Secured Notes, Warrants and any Shares for investment purposes only for its obligation to comply own account and not with any view toward a distribution thereof or with any intention of selling, distributing or otherwise disposing of the provisions New Secured Notes, Warrants or any Shares in a manner that would violate the registration requirements of the Securities Exchange Act Act. The Noteholder confirms to the Company that it has such knowledge and experience in business matters and that the Noteholder is capable of 1934evaluating the merits and risks of an investment in the New Secured Notes, as amendedWarrants or the Shares and of making an informed investment decision and understands that (x) this investment is suitable only for an investor which is able to bear the economic consequences of losing its entire investment and (y) the purchase of the New Secured Notes, Warrants and the rules thereunder relating Shares by the Noteholder is a speculative investment which involves a high degree of risk of loss of the entire investment. The Noteholder acknowledges that the New Secured Notes, Warrants and any Shares will bear a legend to stock manipulationthe effect that the Noteholder may not transfer any New Secured Notes, particularly Regulation M thereunder Warrants or such Shares except (or i) to a “qualified institutional buyer” within the meaning of and in accordance with Rule 144A, (ii) under any successor rules or regulations)other available exemption from the registration requirements of the Securities Act, in connection with any offering of Registrable Securities (iii) pursuant to the Registration Rights Agreement. The undersigned agrees a registration statement that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations has become effective under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights AgreementSecurities Act, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide or (iv) as otherwise specified in such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New Yorklegend.

Acknowledgements. Lessor acknowledges and confirms to Assignee and agrees that: a. The undersigned acknowledges that it understands its obligation lease agreement attached hereto as Exhibit B is a true, correct and complete copy of he Lease, and, except as attached hereto, said Lease has not been amended, modified or supplemented in any way. Lessor is currently the sole lessor under the Lease and Lessor has not assigned or otherwise transferred (voluntarily or by operation of law) any interest in the Lease. The consent of no other person, judicial officer or other entity is required to comply make the Assignment enforceable. b. All references in the Lease to the "Tenant" shall mean and refer only to Assignee and not Assignor with respect to any facts or circumstances first accruing on or after the provisions Effective Date, in particular, but without limitation, the payment and performance of the Securities Exchange Act of 1934, as amendedall obligations, and the rules thereunder relating giving of all notices, by Lessor to stock manipulationand for the benefit of the Tenant shall be to and for the Benefit of Assignee and not Assignor. From and after the Effective Date, particularly Regulation M thereunder (or any successor rules or regulations)Assignee shall solely be entitled to exercise all rights, in connection powers, privileges, options and elections and to make and give all approvals, consents, determinations, selections and decisions of the "Tenant" under and with any offering of Registrable Securities pursuant respect to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth belowLease. In the event that Assignor rejects or otherwise terminates, or attempts to reject or otherwise terminate, the Lease pursuant to the United States Bankruptcy Code or any other law or proceeding involving the rights of creditors, as between the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Companyand Assignee, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights Lease and obligations under this Notice Assignment shall not be terminated or otherwise affected thereby but shall continue in full force and Questionnaire effect as a direct agreement between Lessor and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New YorkAssignee.

Acknowledgements. The undersigned Executive acknowledges and agrees that: (a) the terms of this Agreement are reasonable, valid and enforceable and the restricted period, definitions and geographical limitations specified in the above Sections in this ARTICLE VI are reasonable in view of the nature of the business in which the Company and its Affiliates are engaged and the knowledge of the Company’s operations and customer relationships that it understands its obligation Executive will gain by virtue of Executive’s position hereunder; (b) this limited prohibition against unfair competition is narrowly tailored to comply safeguard the Company’s legitimate business interests while not unreasonably interfering with Executive’s ability to obtain other employment and that his ability to earn a livelihood without violating such restrictions is a material condition to his employment with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder Company; (or any successor rules or regulations), in connection c) Executive’s continued employment with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees compensation paid to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received Executive by the Company, the provision of benefits to Executive by the Company, Executive’s current ownership (directly or indirectly) in the Company, the Execution Award granted to the Executive, and Executive’s commitment not to disclose Confidential Information, among other things, are sufficient consideration for Executive’s covenants contained herein; (d) subject to the Early Resolution Conference provision set forth in Section 6.07 of this Agreement, Executive has a duty to contact the Company if Executive has any questions regarding whether or not a particular entity or conduct by Executive would be restricted by this Agreement; (e) Executive has a duty immediately to inform the Company in writing of any employment or similar relationship Executive enters into after termination of employment with the Company during the Restricted Period set forth above; (f) the provisions in ARTICLE VI hereof shall survive the termination of this Agreement; (g) the Restricted Period set forth herein is a material term of this Agreement and the Company is entitled to Executive’s compliance with the terms of this Notice and Questionnaire and ARTICLE VI during that full period. Therefore, Executive agrees that the representations and warranties contained herein shall Restricted Period will be binding on, shall insure to the benefit tolled during any period of and shall be enforceable non-compliance by the respective successors, heirs, personal representatives and assigns of Executive. If the Company and must seek injunctive relief or judicial intervention to enforce this Agreement, the Selling Security Holder Restricted Period set forth herein does not commence until Executive is judged by a court of competent jurisdiction to be in full compliance with this Agreement; and (h) the covenants contained in ARTICLE VI are reasonable with respect to their duration, geographic area and scope. If, at the Registrable Securities beneficially owned by time of enforcement of such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed bycovenants, and construed in accordance witha court holds that the restrictions stated herein are unreasonable under the circumstances then 10 existing, the laws of parties hereto agree that the State of New Yorkmaximum period, scope or geographic area legally permissible under such circumstances will be substituted for the period, scope or area stated herein.

Acknowledgements. Tenant hereby acknowledges as follows: a. Landlord has designed and constructed the Building Shell as a generic or "spec" office and manufacturing building for group "B" occupancy. The undersigned acknowledges that it understands its obligation to comply with the provisions Building Shell was not constructed in contemplation of the Securities Exchange Act of 1934Tenant's specific improvements, use and/or occupancy; b. Tenant has reviewed and inspected the Building Shell and Building Shell plans and specifications and is satisfied that the Building Shell will be suitable for the Tenant Improvements and Tenant's intended use and operation therein; c. Except as amendedto the Warranty (as defined in Section 2.6 below), Landlord has made not, and will not make, any representations or warranties regarding the rules thereunder relating to stock manipulationBuilding Shell, particularly Regulation M thereunder (the Common Areas, the Tenant Improvements, or any successor rules aspect of the Project or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting Common Areas. d. Tenant has not relied on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement Landlord to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies advice or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company services in connection with the preparation or amendment design of the Shelf Registration Statement Tenant Improvements or as to any modifications which may need to be made in order to accommodate the Tenant Improvements or Tenant's particular use of the Premises. e. Except as to the Warranty and subject to completion of punchlist items as described in Section 2.4 below, upon delivery of the Premises to Tenant, Tenant shall accept the same, together with the Tenant Improvements, in their "AS IS" in condition. f. Tenant has requested that the Tenant Improvements be designed and constructed on a "fast track" basis and, in order to accommodate this, the Tenant Improvements will be designed by the Building Architect and constructed by the Building Contractor. g. As a result of the "fast track" design and construction of the Tenant Improvements, as requested by Tenant, during the course of construction, the actual Improvement Costs are likely to increase above any original estimates which may be provided by the Building Contractor. H h. Tenant will have the Space Plan and the related prospectus. Once this Notice and Questionnaire is executed Approved Plans reviewed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New Yorkits own consulting architect.

Acknowledgements. The undersigned (a) Lessee represents and acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934has received, as amended, read and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees understood this Lease; and that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances fully and adequately explained the provisions herein to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify Lessee's satisfaction; and that the Company has accorded Lessee ample time and opportunity to consult with advisors of any inaccuracies or changes in its own choosing about the information provided herein potential benefits and risks of entering into this Lease. (b) Lessee acknowledges that may occur subsequent its has received a copy of this Lease and the attachments thereto, at lease five (5) business days prior to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided this Lease was executed. Lessee further acknowledges that Lessee has received the disclosure document required by the Trade Regulation Rule of the Federal Trade Commission entitled Disclosure Requirements and Prohibitions Concerning Franchising and Business Opportunity Ventures, at least ten (10) business days prior to the Company, the undersigned agrees date on which this Lease was executed. (c) Lessee has been advised to notify the transferee(s) at the time of transfer of consult with its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder own advisors with respect to the Registrable Securities beneficially owned by such Selling Security Holder legal, financial and listed in Item 3 above. This Notice and Questionnaire shall be governed byother aspects of this Lease, the business franchised hereby, and construed the prospects for that business. Lessee has either consulted with such advisors or has deliberately declined to do so. (d) Lessee affairs that all information set forth in accordance withany and all applications, financial statements and submissions to the laws Company is true, complete and accurate in all respects, with Lessee expressly acknowledging that the Company is relying upon the truthfulness, completeness and accuracy of such information. (e) Lessee has conducted an independent investigation of the State business contemplated by this Lease and recognizes that, like any other business, an investment in a Franchised Business and the Leased Premises involves business risks and that the success of New Yorkthe venture is primarily dependent upon the business abilities and efforts of the Lessee. (f) LESSEE UNDERSTANDS AND ACKNOWLEDGES THAT ALL REPRESENTATIONS OF FACT MADE BY THE COMPANY HEREIN ARE MADE SOLELY BY THE COMPANY. ALL DOCUMENTS, INCLUDING THE COMPANY'S FRANCHISE AGREEMENT AND THIS LEASE, HAVE BEEN PREPARED SOLELY IN RELIANCE UPON REPRESENTATIONS MADE AND INFORMATION PROVIDED BY

Acknowledgements. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. NY\5900697.1 Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New York.

Acknowledgements. The undersigned acknowledges that it understands its obligation Buyer does not make, and has not made any representations or warranties relating to comply with Buyer, the provisions business of Buyer or otherwise other than those expressly set forth herein and the Seller Parties do not make, and have not made, any representations or warranties relating to the Seller Parties or the businesses of the Securities Exchange Act of 1934Seller Parties or otherwise, as amendedother than those expressly set forth herein. It is understood that the accounting methods, policies, practices and procedures set forth on Schedule 4.6 are reasonable and consistent with GAAP, and the rules thereunder that any cost estimate, projection or other prediction, or any offering materials or presentations, including, without limitation, any such materials provided by any representative of a Seller Party (including, without limitation, RS Finance & Consulting, LLC) are not and shall not be deemed to be or to include representations or warranties of any Seller Party. No Person has been authorized by any Seller Party to make any representation or warranty relating to stock manipulation, particularly Regulation M thereunder (a Seller Party or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion businesses of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company Seller Parties or otherwise in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Companytransaction contemplated hereby, the terms of this Notice and Questionnaire and other than the representations and warranties contained herein shall set forth in this Agreement or any other document delivered according to this Agreement and, if made, such representation or warranty may not be binding on, shall insure to the benefit of relied upon as having been authorized by any Seller Party and shall not be enforceable deemed to have been made by any Seller Party. No Person has been authorized by Buyer to make any representation or warranty relating to Buyer or the respective successorsbusiness of Buyer or otherwise in connection with the transactions contemplated hereby, heirsother than the representations and warranties set forth in this Agreement or any other document delivered according to this Agreement and, personal representatives if made, such representation or warranty may not be relied upon as having been authorized by Buyer and assigns of the Company and the Selling Security Holder with respect shall not be deemed to the Registrable Securities beneficially owned have been made by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New YorkBuyer.

Acknowledgements. The undersigned Employee hereby acknowledges as follows: 6.1.1 Employee was provided with this Agreement on the date first set forth in Section 3.4 above. 6.1.2 EMPLOYEE HAS CAREFULLY READ AND FULLY UNDERSTANDS THE MEANING AND INTENT OF ALL OF THE PROVISIONS AND TERMS OF THIS AGREEMENT, INCLUDING THE FINAL AND BINDING EFFECT OF THE RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS AND THE WAIVER OF RIGHTS. 6.1.3 Employee understands that it Employee’s decision to sign and execute this Agreement is strictly voluntary. 6.1.4 Employee has been advised by DTG to consult with an attorney before signing this Agreement and to review this Agreement with Employee’s advisors. 6.1.5 Employee has been given a period of up to forty-five (45) calendar days’ period within which to consider and make a decision to execute this Agreement. 6.1.6 Employee understands its obligation that for a period of seven (7) calendar days following Employee’s signing this Agreement, Employee may revoke this Agreement by notifying DTG pursuant to comply Section 3.5, in writing, of Employee’s desire to do so. Employee understands that after the seven (7) days’ period has elapsed, this Agreement shall become effective and enforceable. 6.1.7 Employee was provided with the provisions document entitled Separation Information, attached as Exhibit A, which contains decisional unit information together with a list of all job titles and ages of persons in the Securities Exchange Act of 1934, as amended, decisional unit who were and were not selected for separation and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (offer of severance benefits as consideration for signing a Separation Agreement containing a release and waiver of ADEA and OWBPA rights. 6.1.8 Employee does not waive any rights or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein claims that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above arise after the date on which such information this Agreement is provided executed. 6.1.9 No representative of DTG has made any other representation or promise to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, Employee regarding the terms and conditions of Employee’s employment or the termination of Employee’s employment with DTG other than those contained in this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New YorkAgreement.

Acknowledgements. The undersigned Executive specifically acknowledges and agrees that it understands its obligation by entering into this Agreement and in exchange for the consideration described in paragraph 3 above to comply with which Executive otherwise would not be entitled, Executive is waiving and releasing any and all rights and claims that Executive may have arising from the provisions of the Securities Exchange Act of 1934Age Discrimination in Employment Act, as amended, which have arisen on or before the date of execution of this Agreement. Executive further expressly acknowledges and agrees that: (a) Executive has read and understands this Agreement and is entering this Agreement knowingly and voluntarily. (b) Executive understands and agrees that, by signing this Agreement, Executive is giving up any right to file legal proceedings against ▇▇▇▇▇▇▇▇ Creek arising on or before the rules thereunder relating to stock manipulation, particularly Regulation M thereunder date of the Agreement. Executive is not waiving (or any successor rules giving up) rights or regulations)claims that may arise after the date the Agreement is executed. (c) EXECUTIVE IS HEREBY ADVISED IN WRITING BY THIS AGREEMENT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT. EXECUTIVE REPRESENTS THAT THIS AGREEMENT HAS BEEN FULLY EXPLAINED BY THE EXECUTIVE'S ATTORNEY, in connection with any offering of Registrable Securities pursuant OR THAT EXECUTIVE HAS WAIVED CONSULTATION WITH AN ATTORNEY, CONTRARY TO ▇▇▇▇▇▇▇▇ CREEK'S RECOMMENDATION. (d) Executive understands and represents that Executive has had twenty-one (21) days from the day Executive received this Agreement, not counting the day upon which Executive received it, to the Registration Rights consider whether Executive wishes to sign this Agreement. The undersigned Executive further acknowledges that if Executive signs this Agreement before the end of the twenty-one (21) day period, it will be Executive's personal, voluntary decision to do so and Executive has not been pressured to make a decision sooner. (e) Executive further understands that Executive may revoke (that is, cancel) this Agreement for any reason within seven (7) calendar days after signing it. Executive agrees that neither it nor the revocation will be in writing and hand-delivered or mailed to ▇▇▇▇▇▇▇▇ Creek. If mailed, the revocation will be postmarked within the seven (7) day period, properly addressed to ▇▇▇▇▇▇▇▇ CREEK METALS COMPANY USA, Attn: Chief Executive Officer, ▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇; and sent by certified mail, return receipt requested. Executive understands that Executive will not receive any person acting on its behalf will engage payment under this Agreement if Executive revokes it, and in any transaction in violation event, Executive will not receive any payment until after the seven (7) day revocation period has expired. EXECUTIVE DATED: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CREEK METAL COMPANY USA DATED: This Waiver and Release Agreement ("Agreement") is entered into between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("Executive") and ▇▇▇▇▇▇▇▇ Creek Metals Company Inc. ("Parent") and ▇▇▇▇▇▇▇▇ Creek Metals Company USA ("U.S. Subsidary"). For the purpose of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights this Agreement, the Company has agreed under certain circumstances term "▇▇▇▇▇▇▇▇ Creek" includes the Parent, the U.S. Subsidiary, and any other company or affiliate related to indemnify the Selling Security Holders against certain liabilities. In accordance with Parent or the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion U.S. Subsidiary, in the Shelf Registration Statementpast or present; the past and present officers, directors, executives, employees, shareholders, attorneys, agents and representatives of the Parent, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all U.S. Subsidiary, or any portion of other company or affiliate; any present or past executive or employee benefit plan sponsored by the Registrable Securities listed in Item 3 above after the date on which such information is provided to the CompanyParent, the undersigned agrees to notify U.S. Subsidiary, or any other company or affiliate and/or the transferee(s) at officers, directors, trustees, administrators, executives, employees, attorneys, agents and representatives of such plan(s); and any person who acted on behalf of or on instruction from the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and QuestionnaireParent, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above U.S. Subsidiary or any other company or affiliate. Executive and the inclusion of such information in the Shelf Registration Statement Parent and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New York.U.S. Subsidiary agree as follows:

Acknowledgements. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering offer or sale of Registrable Securities pursuant to the Shelf Registration Rights AgreementStatement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders Holder against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to provide any additional information the Company may reasonably request and to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and to the Company pursuant to the Registration Rights Agreement shall will be made in writing at by hand-delivery, first-class mail or air courier guaranteeing overnight delivery to the address set forth specified below. In If the event that the undersigned Selling Security Holder transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to Selling Security Holder will notify the transferee(s) at the time of transfer of its or their rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnairebelow, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) questions above and the inclusion of such information in the Shelf Registration Statement and the related prospectusprospectus or prospectus supplement(s) and in any related state securities or Blue Sky applications. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectusprospectus and prospectus supplement(s) and of any such application. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall will be binding on, shall insure will inure to the benefit of of, and shall will be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such the Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall will be governed by, by and construed in accordance with, with the laws of the State of New YorkDelaware.

Acknowledgements. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, 1934 and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights and Cooperation Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights and Cooperation Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights and Cooperation Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights and Cooperation Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights and Cooperation Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights and Cooperation Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New York.

Acknowledgements. The undersigned Buyer further represents and acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees DMG MORI HAS NOT MADE ANY REPRESENTATIONS that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be been relied upon by the Company Buyer, INCLUDING WITHOUT LIMITATION, THE DESIGN OR CONDITION OF ANY ITEM, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF ANY ITEM OF GOODS, DELIVERY, DELAY IN DELIVERY OR CONFORMITY OF ANY ITEM OF GOODS TO THE PROVISIONS AND SPECIFICATIONS OF ANY PURCHASE OR ORDERS RELATING THERETO. The Buyer acknowledges that it has made and procured its own inspections, investigations, examinations and enquiries in connection with the preparation or amendment respect of all aspect of the Shelf Registration Statement Equipment and all parts including their fitness or suitability for the purpose for which the Buyer requires them and the related prospectusBuyer has not relied upon the skill and judgment of DMG MORI in determining whether the goods are of merchanteable quality or fitness for the purpose for which they are being acquired. Once this Notice and Questionnaire Any advice or recommendation given by DMG MORI or its employees, agents or contractors to the Buyer or its employees, agents or contractors as to the storage, application or use of the Equipment which is executed not confirmed in writing by DMG MORI is acted upon by the Selling Security Holder Buyer entirely at the Buyer's own risk. The Buyer acknowledges that any type of graphical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document whatsoever issued by DMG MORI is subject to correction without any liability on the part of DMG MORI. All specifications, drawings, ranges, parameters, values and received weights and dimensions provided by DMG MORI to the Buyer are approximate only and any deviation from any of these things does not avoid any contract between DMG MORI and the Buyer nor form grounds for any claim by the CompanyBuyer against DMG MORI. Except as provided in the Sales Confirmation, the terms no description, illustration or performance contained in any catalogues, price lists or other advertising matter of DMG MORI form part of this Notice Agreement. The Buyer acknowledges that DMG MORI relies upon the completeness and Questionnaire accuracy of the requirements specifications and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable other information provided by the respective successors, heirs, personal representatives and assigns Buyer to DMG MORI for the purposes of DMG MORI preparing a Quotation or accepting any order for Equipment by the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New YorkBuyer.

Acknowledgements. The undersigned Vendor acknowledges that that: (a) a Joint Lead Manager is not obliged to disclose to it understands its obligation to comply with or utilise for the provisions benefit of the Securities Exchange Act Vendor, any non-public information which that Joint Lead Manager obtains in the normal course of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (its business where such disclosure or use would result in a breach of any obligation of confidentiality or any successor rules internal Chinese wall policies of that Joint Lead Manager; (b) any advice, report or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required other material provided by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company a Joint Lead Manager in connection with the preparation Sale, whether oral or amendment written, is confidential and is given solely for the benefit of the Shelf Registration Statement Vendor and the related prospectus. Once this Notice its directors and Questionnaire is executed may only be relied on and used by the Selling Security Holder Vendor for the purpose of the Transaction. It may not, except in the circumstances contemplated in clause 9, be disclosed to any other person without the Joint Lead Managers’ prior written consent; (c) it is contracting with each Joint Lead Manager on an arm’s length basis to provide the services described in this Agreement and received each Joint Lead Manager has not and is not assuming any duties or obligations in respect of it other than those expressly set out in this Agreement. In particular, the performance of this Agreement, any prior relationship between the parties, or any services provided or representations made by a Joint Lead Manager to the CompanyVendor in connection with the Sale or otherwise prior to the date of this Agreement, do not represent or imply any fiduciary relationship or any other category of commercial relationship recognised at law or in equity as giving rise to forms of specific rights and obligations, except the contractual rights expressly set out in this Agreement. In providing services under this Agreement, the Joint Lead Managers will be acting solely pursuant to a contractual relationship with the Vendor on an arm’s length basis and will not be acting as fiduciary to the Vendor, its shareholders or any other person and by entering into this Agreement the Vendor will be deemed to have provided its informed consent to the exclusion of any such fiduciary relationship or duty; (d) each Joint Lead Manager may perform the services contemplated by this Agreement in conjunction with its Affiliates, and any Affiliates performing these services are entitled to the benefits of and are subject to the terms of this Notice Agreement; and (e) each Joint Lead Manager is a full service securities and Questionnaire corporate advisory firm and, along with its Affiliates, the Joint Lead Manager is engaged in various activities, including writing research, securities trading, investment management, financing and brokerage activities and financial planning and benefits counselling for both companies and individuals. In the representations ordinary course of these activities, each Joint Lead Manager, its Affiliates, employees and warranties contained herein shall officers may be binding onproviding, shall insure or may be in the future providing, financial or other services to other parties with conflicting interests to the benefit Vendor and may receive fees for those services and may actively trade the debt and equity securities (or related derivative securities) for the Joint Lead Manager's own account and for the account of their customers and shall be enforceable by the respective successors, heirs, personal representatives may at any time hold long and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by short positions in such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New Yorksecurities.

Acknowledgements. The undersigned acknowledges that it understands parties hereto acknowledge that (a) the SET Trustee is entering into this Agreement solely in its obligation to comply with the provisions capacity as trustee of the Securities Exchange Act of 1934, as amendedSubordinated Creditor, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (obligations of the Subordinated Creditor hereunder shall not be personally binding upon the SET Trustee or any successor rules registered or regulations)beneficial holder of units of the Subordinated Creditor, and that resort shall not be had to, nor shall recourse be sought from, any of the foregoing or the private property of any of the foregoing in any manner in respect of any indebtedness, obligation or liability of the Subordinated Creditor arising hereunder or arising in connection with any offering herewith or from the matters to which this Agreement relates, if any, including without limitation claims based on negligence or otherwise tortious behaviour, and recourse shall be limited to, and satisfied only out of, the “Trust Fund” (as defined in the SE Trust Deed); (b) the Note Trustee is entering into this Agreement solely in its capacity as trustee under the Note Indenture, and the obligations of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees Subordinated Creditor hereunder shall not be personally binding upon the Note Trustee, and that neither it resort shall not be had to, nor any person acting on its behalf will engage shall recourse be sought from, the Note Trustee or the private property of the Note Trustee in any transaction manner in violation respect of such provisions. The Selling Security Holder hereby acknowledges any indebtedness, obligation or liability of the Subordinated Creditor arising hereunder or arising in connection herewith or from the matters to which this Agreement relates, if any, including without limitation claims based on negligence or otherwise tortious behaviour; and (c) the SCT Trustee is entering into this Agreement solely in its capacity as trustee of the SC Trust, and the obligations under of SC Trust hereunder shall not be personally binding upon the Registration Rights SCT Trustee or any registered or beneficial holder of trust units of SC Trust, and that resort shall not be had to, nor shall recourse be sought from, any of the foregoing or the private property of any of the foregoing in any manner in respect of any indebtedness, obligation or liability of SC Trust arising hereunder or arising in connection herewith or from the matters to which this Agreement to indemnify relates, if any, including without limitation claims based on negligence or otherwise tortious behaviour, and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreementrecourse shall be limited to, and satisfied only out of, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information “Trust Properties” (as may be required by law for inclusion defined in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New YorkSC Trust Deed).

Acknowledgements. The undersigned Executive specifically acknowledges and agrees that it understands its obligation by entering into this Agreement and in exchange for the consideration described herein, including the Severance Payments, to comply with which Executive otherwise would not be entitled but for his agreement to sign this Agreement and Exhibit A, Executive is waiving and releasing any and all rights and claims that Executive may have arising from the provisions of the Securities Exchange Act of 1934Age Discrimination in Employment Act, as amended, which have arisen on or before the date of execution of this Agreement. Executive further expressly acknowledges and agrees that: 1. Executive has read and understands this Agreement and is entering this Agreement knowingly and voluntarily. 2. Executive understands and agrees that, by signing this Agreement, Executive is giving up any right to file any legal proceedings (i.e., lawsuits) against the rules thereunder relating to stock manipulation, particularly Regulation M thereunder Company or any of the Company Releasees arising on or before the date of the Agreement. Executive is not waiving (or any successor rules giving up) rights or regulations), in connection with any offering of Registrable Securities claims that may arise after the date the Agreement is executed or that Executive cannot waive or release pursuant to the Registration Rights law. 3. EXECUTIVE IS HEREBY ADVISED IN WRITING BY THIS AGREEMENT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT. EXECUTIVE REPRESENTS THAT THIS AGREEMENT HAS BEEN FULLY EXPLAINED BY THE EXECUTIVE’S ATTORNEY. 4. Executive understands and agrees that Executive has had twenty-one (21) days from the day Executive received this Agreement, not counting the day upon which Executive received it, to consider whether Executive wishes to sign this Agreement. The undersigned Executive further acknowledges that if Executive signs this Agreement before the end of the twenty-one (21) day period, it will be Executive’s personal, voluntary decision to do so and Executive has not been pressured to make a decision sooner. 5. Executive further understands that Executive may revoke (that is, cancel) this Agreement for any reason within seven (7) calendar days after signing it. Executive agrees that neither it nor the revocation will be in writing and hand-delivered or mailed or faxed to the Company pursuant to Section P. If mailed, the revocation must arrive at the Company within the seven (7) day period. Executive understands that Executive will not receive any person acting on its behalf will engage payments under this Agreement if Executive revokes it, and in any transaction in violation of such provisionsevent, Executive will not receive any payments until after the seven (7) day revocation period has expired. 6. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights If Executive does not sign and return this Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify by the Selling Security Holders against certain liabilities. In accordance with the undersigned30th day after Executive’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration StatementSeparation from Service , the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights this Agreement shall be made in writing at null and void, and the address offer set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit withdrawn as of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New Yorkday.

Acknowledgements. The undersigned acknowledges that it understands its obligation to comply and agrees with the provisions of the Securities Exchange Act of 1934, Company as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (follows: 1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that no state or federal governmental authority has approved or disapproved of the Units, reviewed or passed on the accuracy or adequacy of the Memorandum or made any finding or determination relating to the fairness of an investment in the Company and that no state or federal governmental authority has recommended or endorsed or will recommend or endorse the Units. 2. The offering and sale of the Units is intended to be exempt from registration under the Act, by virtue of section 4(a)(2) and the provisions of Regulation D promulgated under the Act. The Company is under no obligation to register the Units on behalf of the undersigned or to assist the undersigned in complying with any exemption from registration in connection with any transfer of the Units which the undersigned may propose. 3. There is no public or other market for the Units and no such public or other market is expected to develop. No assignment, sale, transfer, exchange, or other disposition of the Units can be made without the Manager’s consent. 4. The undersigned understands that an investment in the Company involves substantial risk, and the undersigned are fully aware of and understand all of the risk factors relating to the investment, including, but not limited to, the risks set forth in the “RISK FACTORS” section of the Memorandum. 5. If written certificates representing the Units are issued, such certificates will contain or be endorsed with a legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, APPLICABLE STATE SECURITIES LAWS, AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND OF THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE UNITS HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE 6. The undersigned understands that compliance with the CTA is a continuing obligation, and the undersigned agrees to provide all necessary cooperation and information as may be reasonably required by the Company to fulfill its reporting obligations under the CTA. 7. The undersigned understands that failure to timely comply with the CTA requirements and knowingly providing false or misleading BOI can result in legal repercussions, including civil and criminal penalties, and agrees that it is the undersigned’s responsibility to understand and adhere to their obligations under the CTA. 8. The undersigned agrees to hold harmless and indemnify the Company from any and all consequences arising from such false or misleading information provided by the undersigned. 9. The undersigned understands that the beneficial ownership information is being collected for compliance purposes as required under the CTA. The undersigned acknowledges the importance of compliance with the CTA and the legal obligations that it entails for both the undersigned and the Company. 10. The undersigned acknowledges that the Company will handle the BOI in accordance with applicable privacy laws and the Company’s privacy policy, and that such information will be relied upon disclosed to regulatory and governmental authorities as required by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New YorkCTA.

Acknowledgements. The undersigned Executive acknowledges and agrees that: (a) the terms of this Second Amended Agreement are reasonable, valid and enforceable and the restricted period, definitions and geographical limitations specified in the above Sections in this ARTICLE VI are reasonable in view of the nature of the business in which the Company and its Affiliates are engaged and the knowledge of the Company’s operations and customer relationships that it understands its obligation Executive will gain by virtue of Executive’s position hereunder; (b) this limited prohibition against unfair competition is narrowly tailored to comply safeguard the Company’s legitimate business interests while not unreasonably interfering with Executive’s ability to obtain other employment and that his ability to earn a livelihood without violating such restrictions is a material condition to his employment with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder Company; (or any successor rules or regulations), in connection c) Executive’s continued employment with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees compensation paid to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received Executive by the Company, the provision of benefits to Executive by the Company, Executive’s current ownership (directly or indirectly) in the Company, the Execution Award granted to the Executive, and Executive’s commitment not to disclose Confidential Information, among other things, are sufficient consideration for Executive’s covenants contained herein; (d) subject to the Early Resolution Conference provision set forth in Section 6.07 of this Second Amended Agreement, Executive has a duty to contact the Company if Executive has any questions regarding whether or not a particular entity or conduct by Executive would be restricted by this Second Amended Agreement; (e) Executive has a duty immediately to inform the Company in writing of any employment or similar relationship Executive enters into after termination of employment with the Company during the Restricted Period set forth above; (f) the provisions in ARTICLE VI hereof shall survive the termination of this Second Amended Agreement; (g) the Restricted Period set forth herein is a material term of this Second Amended Agreement and the Company is entitled to Executive’s compliance with the terms of this Notice and Questionnaire and ARTICLE VI during that full period. Therefore, Executive agrees that the representations and warranties contained herein shall Restricted Period will be binding on, shall insure to the benefit tolled during any period of and shall be enforceable non-compliance by the respective successors, heirs, personal representatives and assigns of Executive. If the Company and must seek injunctive relief or judicial intervention to enforce this Second Amended Agreement, the Selling Security Holder Restricted Period set forth herein does not commence until Executive is judged by a court of competent jurisdiction to be in full compliance with this Second Amended Agreement; and (h) the covenants contained in ARTICLE VI are reasonable with respect to their duration, geographic area and scope. If, at the Registrable Securities beneficially owned by time of enforcement of such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed bycovenants, and construed in accordance witha court holds that the restrictions stated herein are unreasonable under the circumstances then existing, the laws of parties hereto agree that the State of New Yorkmaximum period, scope or geographic area legally permissible under such circumstances will be substituted for the period, scope or area stated herein.

Acknowledgements. (a) The undersigned Subscriber acknowledges and agrees that the foregoing representations and warranties are made by it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees intention that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as they may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection determining its eligibility or (if applicable) the eligibility of others on whose behalf it is contracting hereunder to purchase the Securities under applicable Securities Laws. The Subscriber further agrees that by accepting delivery of the Shares and the Warrants on the Closing Date, it shall be representing and warranting that the foregoing representations and warranties are true and correct as at the Closing Time with the preparation or amendment same force and effect as if they had been made by the Subscriber at the Closing Time and that they shall survive the purchase by the Subscriber of the Shelf Registration Statement Securities and the related prospectus. Once this Notice still continue in full force and Questionnaire is executed effect notwithstanding any subsequent disposition by the Selling Security Holder and received by Subscriber of the Company, the terms of this Notice and Questionnaire and Securities. The Company shall be entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement, and the Subscriber shall indemnify and hold harmless the Company for any loss, costs or damages any of them may suffer as a result of any misrepresentations or any breach or failure to comply with any covenant or agreement herein of the Subscriber. (b) The Company acknowledges and agrees that the foregoing representations and warranties are made by it with the intention that they may be relied upon by the Subscriber in determining its eligibility or (if applicable) the eligibility of others on whose behalf it is contracting hereunder to purchase the Securities under applicable Securities Laws. The Company further agrees that the foregoing representations and warranties are true and correct as at the Closing Time with the same force and effect as if they had been made by the Company at the Closing Time and that they shall survive the purchase by the Subscriber of the Securities and still continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of the Securities. The Subscriber shall be binding on, shall insure entitled to rely on the benefit of representations and shall be enforceable by the respective successors, heirs, personal representatives and assigns warranties of the Company contained in this Subscription Agreement, and the Selling Security Holder Company shall indemnify and hold harmless the Subscriber for any loss, costs or damages any of them may suffer as a result of any misrepresentations or any breach or failure to comply with respect to any covenant or agreement herein of the Registrable Securities beneficially owned by such Selling Security Holder Company. (c) The Company and listed the Subscriber acknowledge and agree that this Subscription Agreement and the Subscription Offer are part of one single transaction set out in Item 3 above. This Notice and Questionnaire shall be governed bythe Term Sheet, and construed in accordance withalong with the Investment Agreement, the laws of Convertible Debenture and the State of New YorkWarrant.

Acknowledgements. The undersigned acknowledges that it understands its obligation to comply with Notwithstanding clause (c) of the definition of “Change of Control” or the provisions of Articles 12(u) and 14(a)(vii) to the Securities Exchange Act contrary, Buyer hereby consents to the assignment and assumption of 1934one hundred percent of the ownership interests in Seller held by ACRC Warehouse Holdings LLC, a Delaware limited liability company (“Original Pledgor”), as amendedthe original “Pledgor” under the Existing Repurchase Agreement, to ACRC 2017-FL3 Holder REIT LLC, a Delaware limited liability company (“Replacement Pledgor”), pursuant to that certain Interests Assignment and Assumption Agreement, dated as of the date hereof, by and between Original Pledgor, as assignor, and Replacement Pledgor, as assignee; provided, however, that such consent of Buyer is expressly conditioned upon the rules thereunder relating execution and delivery of (A) concurrently with the execution of this Amendment, a Pledge and Security Agreement by Replacement Pledgor in form and substance acceptable to stock manipulation, particularly Regulation M thereunder Buyer pursuant to which Replacement Pledgor provides a pledge in one hundred percent (or any successor rules or regulations100%) of the ownership interests in Seller in favor of Buyer (the “Replacement Pledge Agreement”), and (B) promptly, but in connection no event later than fifteen (15) Business Days following the date of this Amendment, (i) updated organizational documents of Seller reflecting the replacement of Original Pledgor with any offering Replacement Pledgor as its sole equity owner, (ii) updated opinions, authorizing resolutions, certificates, and such other documents as required by Buyer reflecting the replacement of Registrable Securities pursuant Original Pledgor with Replacement Pledgor, each in form and substance satisfactory to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of Buyer, and (iii) UCC, bankruptcy, litigation, tax, and such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information other lien searches as may be required reasonably requested by law for inclusion in the Shelf Registration StatementBuyer, the undersigned agrees results of which are satisfactory to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New YorkBuyer.

Acknowledgements. The undersigned acknowledges that it understands its obligation to comply with the provisions 3.1 In consideration of the Securities Exchange Act acknowledgements being given and received by each of 1934, as amended, and the rules thereunder relating Parties pursuant to stock manipulation, particularly Regulation M thereunder this Clause (or any successor rules or regulationsthe sufficiency of such consideration being hereby acknowledged by each of the Parties), the Parties acknowledge and agree that:- 1.1.1 except as specifically and expressly varied by this Agreement, the Share Purchase Agreement shall remain as originally executed and in full force and effect; 1.1.2 there are no Non-Consenting Non-US Subsidiaries for the purposes of clause 4.7 of the Share Purchase Agreement and paragraph 2.1 of Schedule 9 of the Share Purchase Agreement; 1.1.3 no Seller LLP Partner has ceased to be a member of the Seller since the date of the Share Purchase Agreement; 1.1.4 the following matters have arisen which would, but for this Agreement, constitute Leakage for the purposes of clause 6 of the Share Purchase Agreement:- (i) [OMITTED] as to an amount of withholding tax payable in connection with any offering the steps taken by the Group in order to facilitate the payment of Registrable Securities pursuant the Pre-Completion Dividend (the “WHT”); (ii) [OMITTED] (inclusive of payroll taxes) as to an aggregate sum of bonuses to be paid to certain employees of the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage Group in any connection with the transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under contemplated by the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Share Purchase Agreement, such bonuses to be paid following Completion through the Group’s first or second ordinary course payroll processes which occur thereafter; (iii) [OMITTED] plus VAT as to an amount of fees payable by the Company has agreed under to KPMG in respect of certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is advice provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment transaction contemplated by the Share Purchase Agreement, and shall not be deemed to constitute Leakage for the purposes of, and the Seller shall have no liability in respect of the Shelf Registration Statement and same under, clause 6 of the related prospectus. Once this Notice and Questionnaire is executed Share Purchase Agreement (the Seller hereby confirming that the sum equal to the WHT has been deducted by the Selling Security Holder and received by Company from the Company, Pre-Completion Dividend). 1.1.5 the terms provisions of Schedule 2 to this Notice and Questionnaire and Agreement shall apply; and 1.1.6 the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns details of the Company and the Selling Security Holder with respect Payment Agent Account are as set forth in Schedule 3 to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New Yorkthis Agreement.

Acknowledgements. (a) The undersigned Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guarantee and acknowledges that it understands its obligation this Guarantee is continuing in nature, shall guarantee any ultimate balance owing to comply with the provisions Creditor, and applies to all presently existing and future Guaranteed Obligations, until the complete, irrevocable and indefeasible payment and satisfaction in full of the Securities Exchange Act Guaranteed Obligations. (b) This Guarantee is a guarantee of 1934, as amended, payment and performance and not of collection. The Creditor shall not be obligated to (i) enforce or exhaust its remedies against the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (Corporation or any successor rules other Person or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and Convertible Debenture or any other document, (ii) realize on any security, collateral, or other guarantees that it may hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation Guaranteed Obligations or amendment (iii) take any other action before proceeding to enforce this Guarantee. The liability of the Shelf Registration Statement Guarantor to make payment under this Guarantee shall arise immediately upon delivery to it of a written demand for payment hereunder. (c) The Guarantor renounces all benefits of discussion and division. (d) This Guarantee is a direct guarantee and independent of the related prospectus. Once this Notice and Questionnaire is executed by obligations of the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure Corporation to the benefit of Creditor. The Creditor may resort to the Guarantor for payment and shall be enforceable by the respective successors, heirs, personal representatives and assigns performance of the Company and Guaranteed Obligations whether or not the Selling Security Holder Creditor shall have resorted to any collateral therefor or shall have proceeded against Corporation or any other guarantors with respect to the Registrable Securities beneficially owned by such Selling Security Holder Guaranteed Obligations. The Creditor may, at its option, proceed against the Guarantor and listed in Item 3 above. This Notice the Corporation, jointly and Questionnaire shall be governed byseverally, or against the Guarantor only without having obtained a judgment against the Corporation. (e) The Guarantor hereby unconditionally and construed in accordance withirrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of non-performance, default, acceleration, protest or dishonour and any other notice with respect to any of the Guaranteed Obligations, the laws Convertible Debenture and this Guarantee and any requirement that the Creditor protect, secure, perfect or insure any security interest, lien or other encumbrance or any property subject thereto. (f) The Guarantor agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time all or part of any payment of any Guaranteed Obligation is voided, rescinded or recovered or must otherwise be returned by the State Creditor upon the insolvency, bankruptcy or reorganization of New YorkCorporation. (g) This Guarantee shall continue to apply to all Guaranteed Obligations owing to the Creditor by any amalgamated corporation resulting from the Corporation amalgamating with one or more other corporations. (h) The Guarantor acknowledges receipt of an executed copy of this Guarantee.

Acknowledgements. The undersigned Borrower hereby acknowledges that that: (a) it understands its obligation has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) neither the Administrative Agent, any Lender nor any other Agent has any fiduciary relationship with or duty to comply the Borrower arising out of or in connection with the provisions this Agreement or any of the Securities Exchange Act of 1934, as amendedother Loan Documents, and the rules thereunder relating to stock manipulationrelationship between Administrative Agent, particularly Regulation M thereunder (or any successor rules or regulations)▇▇▇▇▇▇▇ and the other Agents, on one hand, and the Borrower, on the other hand, in connection with herewith or therewith is solely that of debtor and creditor; (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders; (d) this Agreement and the other Loan Documents do not create any offering fiduciary, advisory or agency relationship among the Borrower, the Administrative Agent, any other Agent and/or the Lenders; and (e) none of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it Administrative Agent, any other Agent nor any person acting on its behalf will engage Lender is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any transaction in violation of such provisionsjurisdiction. The Selling Security Holder hereby In addition, the Borrower acknowledges and agrees, and acknowledges its obligations under the Registration Rights Agreement to indemnify Subsidiaries’ understanding, that each Lender and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as its affiliates may be required providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Lender will use confidential information obtained from Borrower by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion virtue of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon transactions contemplated by the Company Loan Documents or its other relationships with Borrower in connection with the preparation performance by such Lender of services for other companies, and no Lender will furnish any such information to other companies. The Borrower also acknowledges that no Lender has any obligation to use in connection with the transactions contemplated by the Loan Documents, or amendment to furnish to Borrower, confidential information obtained from other companies. The Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each of the Shelf Registration Statement Administrative Agent, each other Agent and each Lender is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any of the Administrative Agent, any other Agent or a Lender may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the related prospectusaccounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which Borrower may have commercial or other relationships. Once this Notice With respect to any securities and/or financial instruments so held by any of the Administrative Agent, any other Agent or a Lender or any of their respective customers, all rights in respect of such securities and Questionnaire is executed financial instruments, including any voting rights, will be exercised by the Selling Security Holder holder of the rights, in its sole discretion. Each Lender represents and received by warrants that (i) the Company, Loan Documents set forth the terms of this Notice a commercial lending facility, (ii) in participating as a Lender, it is engaged in making, acquiring or holding commercial loans and Questionnaire in providing other facilities set forth herein as may be applicable to such Lender in the ordinary course of business, and not for the representations and warranties contained herein shall be binding on, shall insure to purpose of investing in the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns general performance or operations of the Company Borrower, or for the purpose of purchasing, acquiring or holding any other type of financial instrument such as a security (and each Lender agrees not to assert a claim in contravention of the Selling Security Holder foregoing, such as a claim under the federal or state securities laws), (iii) it has, independently and without reliance upon the Administrative Agent, any Lead Arranger, any Syndication Agent, any Documentation Agent or any other Lender, or any of the Affiliates or related parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder and (iv) it is sophisticated with respect to the Registrable Securities beneficially owned by decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed byLender, and construed either it, or the Person exercising discretion in accordance withmaking its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. Each Lender also acknowledges that it will, independently and without reliance upon the laws Administrative Agent, any Lead Arranger, any Syndication Agent, any Documentation Agent or any other Lender, or any of the State Affiliates or related parties of New Yorkany of the foregoing, and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

Acknowledgements. The undersigned (a) Borrower hereby acknowledges and agrees that based on the Specified Events of Default, it understands its obligation is unconditionally liable to comply Lender under the terms of the Loan Agreement and the other Loan Documents for the full and immediate payment of all of the Obligations including, without limitation, those Obligations set forth on Schedule A attached hereto and incorporated herein by reference, plus all interest (including, without limitation, interest accruing at the Default Rate under and in accordance with the terms and provisions of the Securities Exchange Act of 1934Loan Documents), as amendedcharges, fees, costs, and expenses that may arise under the rules thereunder relating to stock manipulationLoan Agreement and other Loan Documents plus all reasonable attorneys’ fees, particularly Regulation M thereunder (or any successor rules or regulations), disbursements and costs of collection incurred in connection with any offering of Registrable Securities pursuant such Obligations by Lender and that Borrower has no defenses, counterclaims or set-offs with respect to the Registration Rights Agreement. The undersigned full and immediate payment and performance of any or all Obligations under the Loan Agreement and the other Loan Documents. (b) Borrower acknowledges and agrees that neither it nor any person acting on its behalf will engage in any transaction in violation (i) the Specified Events of such provisions. The Selling Security Holder hereby acknowledges its obligations Default under the Registration Rights Loan Agreement to indemnify constitute material defaults under the Loan Agreement and hold harmless certain persons set forth therein. Pursuant the other Loan Documents, (ii) any grace periods or cure periods which must expire prior to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of Lender exercising any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company remedies in connection with the preparation Loan Agreement and the other Loan Documents, have been given, complied with and expired and, in any event, are hereby waived and relinquished by Borrower, and (iii) as a consequence, the Lender is now entitled to immediately exercise all of its rights and remedies under the Loan Agreement, the other Loan Documents, at law or amendment in equity, including, without limitation, its rights to declare all Obligations to be immediately due, payable and performable, without notice, except to the extent that the Lender has agreed to forbear from exercising those rights and remedies in this Amendment or to the extent Lender is precluded from doing so under the Bankruptcy Code. (c) Borrower further acknowledges and agrees that as a result of the Shelf Registration Statement Specified Events of Default, the Lender has no commitments, obligations or agreements to make Loans or advances or other financial accommodations to Borrower, all such commitments, obligations, and agreements having terminated, except to the related prospectus. Once extent that the Lender has agreed to continue to make Loans, advances or other financial accommodations pursuant to this Notice Amendment. (d) Borrower acknowledges, confirms and Questionnaire is executed agrees that the Lender has and has had a valid, enforceable and perfected first priority security interest and Lien upon all of the Pre-Petition Collateral granted by the Selling Security Holder Borrower to the Lender pursuant to the Loan Documents to secure all of the Obligations, subject only to Liens or security interests permitted in the Loan Agreement. In furtherance and received by not in limitation of the CompanyInterim Financing Order, the terms of this Notice and Questionnaire and Borrower grants or reaffirms its grant, as the representations and warranties contained herein shall be binding oncase may be, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives pledges and assigns to Lender a continuing security interest and Lien upon, and rights of setoff against the Post-Petition Collateral to secure all of the Company Post-Petition Obligations. (e) Borrower acknowledges and agrees that the Selling Security Holder with respect Recitals to the Registrable Securities beneficially owned this Amendment are true and accurate and are incorporated herein by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New Yorkreference.

Acknowledgements. The undersigned A. Franchisee represents and acknowledges that it understands its obligation to comply with has received, read and understood this Agreement and Franchisor's Uniform Franchise Offering Circular; and that Franchisor has fully and adequately explained the provisions of each to Franchisee's satisfaction; and that Franchisor has accorded Franchisee ample time and opportunity to consult with advisors of its own choosing about the Securities Exchange Act potential benefits and risks of 1934, as amended, entering into this Agreement. B. Franchisee acknowledges that it has received a copy of this Agreement and the rules thereunder relating attachments thereto, at least five (5) business days prior to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided this Agreement was executed. Franchisee further acknowledges that Franchisee has received the disclosure document required by the Trade Regulation Rule of the Federal Trade Commission entitled Disclosure Requirements and Prohibitions Concerning Franchising and Business Opportunity Ventures, at least ten (10) business days prior to the Companydate on which this Agreement was executed. C. Franchisee affirms and agrees that Franchisor may sell its assets, the undersigned agrees its Marks or its System outright to notify the transferee(s) at the time a third party; may go public; may engage in a private placement of transfer some or all of its rights securities; may merge, acquire other corporations, or be acquired by another corporation; may undertake a refinancing, recapitalization, leveraged buyout or other economic or financial restructuring; and, with regard to any or all of the above sales, assignments and obligations under this Notice dispositions, Franchisee expressly and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnairespecifically waives any claims, the undersigned consents demands or damages arising from or related to the disclosure loss of said Marks (or any variation thereof) and/or the information contained herein in loss of association with or identification of PICK-UPS PLUS, INC. as Franchisor hereunder. D. Franchisee has been advised to consult with its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder own advisors with respect to the Registrable Securities beneficially owned legal, financial and other aspects of this Agreement, the business franchised hereby, and the prospects for that business. Franchisee has either consulted with such advisors or has deliberately declined to do so. E. The covenants not to compete set forth in this Agreement are fair and reasonable, and will not impose any undue hardship on Franchisee, since Franchisee has other considerable skills, experience and education which afford Franchisee the opportunity to derive income from other endeavors. F. Franchisee affirms that all information set forth in any and all applications, financial statements and submissions to Franchisor is true, complete and accurate in all respects, with Franchisee expressly acknowledging that Franchisor is relying upon the truthfulness, completeness and accuracy of such information. G. Franchisee has conducted an independent investigation of the business contemplated by such Selling Security Holder this Agreement and listed recognizes that, like any other business, an investment in Item 3 abovea Franchised Business involves business risks and that the success of the venture is primarily dependent upon the business abilities and efforts of Franchisee. H. If Franchisee is a partnership it represents and warrants that: 1. This Notice Such partnership has been newly organized and Questionnaire its partnership agreement provides that its activities are confined exclusively to acting as a PICK-UPS PLUS franchisee; 2. Each of its general partners or its managing partner(s) has executed this Agreement; 3. The partnership agreement provides that transfer of interests in the partnership are subject to all restrictions on transfer imposed by this Agreement; 4. No new partners shall be governed byadmitted to the partnership without obtaining Franchisor's prior written consent after disclosure of the terms and conditions contained herein having been made to the prospective new partners. I. If Franchisee is a corporation, it represents and warrants that: 1. Such corporation has been newly organized and its charter provides that its activities are confined exclusively to acting as a PICK-UPS PLUS franchisee; 2. Each stock certificate representing outstanding shares in the corporation has and shall have conspicuously endorsed upon it a statement effective under applicable law that it is held subject to, and construed that further assignment or transfer is subject to, all restrictions on transfer imposed by this Agreement; 3. No new shares of common or preferred voting stock in accordance with, the laws corporation shall be issued without obtaining Franchisor's prior written consent and after disclosure of the State terms and conditions contained herein having been made to the prospective new holders of New Yorkthe stock. J. FRANCHISEE UNDERSTANDS AND ACKNOWLEDGES THAT ALL REPRESENTATIONS OF FACT CONTAINED HEREIN ARE MADE SOLELY BY FRANCHISOR. ALL DOCUMENTS, INCLUDING FRANCHISOR'S FRANCHISE AGREEMENT AND UNIFORM FRANCHISE OFFERING CIRCULAR AND ALL EXHIBITS THERETO, HAVE BEEN PREPARED SOLELY IN RELIANCE UPON REPRESENTATIONS MADE AND INFORMATION PROVIDED BY FRANCHISOR, ITS OFFICERS AND ITS DIRECTORS. FRANCHISEE FURTHER AGREES TO INDEMNIFY AND HOLD HARMLESS THE PREPARER OF ANY AND ALL SUCH FRANCHISE AGREEMENTS, OFFERING CIRCULARS AND EXHIBITS THERETO FROM ANY AND ALL LOSS, COSTS, EXPENSES (INCLUDING ATTORNEYS' FEES), DAMAGES AND LIABILITIES RESULTING FROM ANY REPRESENTATIONS AND/OR CLAIMS MADE BY FRANCHISOR IN SUCH DOCUMENTS.

Acknowledgements. 25.1 The undersigned acknowledges that it understands its obligation to comply with the provisions Borrower, Mortgagor and Guarantor acknowledge: (a) That unless this loan offer is accepted within twenty one (21) days of the Securities Exchange Act date hereof and the funds are uplifted within thirty (30) days of 1934the date from which the loan is available, this loan offer will lapse. (b) That this Loan Contract is conditional upon the satisfaction of the conditions (if any) stipulated by the Mortgagee and communicated to the Borrower or the Borrower’s Solicitor. The decision of the Mortgagee's Board of Directors as amendedto what conditions have still to be satisfied shall be final and conclusive. (c) That the information supplied to the Mortgagee is accurate and may be relied upon and acknowledge that the Mortgagee may cancel this contract at any time prior to settlement in the event of the discovery of any errors or omissions which in the opinion of the Mortgagee materially affects their decision to agree to lend. (d) The moneys hereby secured include the moneys expressed in the Mortgage document, together with all moneys which the Mortgagee is liable to pay or advance to or for the Borrower or which the Mortgagee has already lent, paid or advanced to or for the Borrower or moneys due or owing or unpaid to the Mortgagee by the Borrower or the Guarantor on any account and howsoever arising and including contingent liabilities or in respect of any Guarantee or indemnity given to the Mortgagee for the Borrower or at the Borrower’s request and whether or not as principal debtor or surety. (e) That this Loan Contract contains all the terms and conditions relevant to the moneys payable under this Loan Contract. (f) That they have received a copy of this Loan Contract on or before the same date as this Loan Contract has been executed, and before signing by them. (g) That they have received a copy of the rules thereunder completed Mortgage (and any other security documents referred to in this Loan Contract) on the same date as this Loan Contract has been executed, also before signing by them. OR That they have received a copy of Mortgage No. executed on, before this loan contract was signed by them. (h) That they have received, understood and accepted the Disclosure Statement relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), this loan and provided in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder Credit Contract and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New YorkConsumer Finance Act 2003.

Acknowledgements. (a) The undersigned Company acknowledges and agrees that it understands its obligation to will comply with its obligations to the provisions of Strategic Investor contained in this ARTICLE 4 and to any other Person that has preemptive, pro rata, participation or top-up rights, to the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), extent that such rights are engaged in connection with any Equity Financings or Top-Up Offerings, in a coordinated manner and as part of such Equity Financing or Top-Up Offering so as to ensure that the exercise of any such right does not trigger or give rise to any further or consequential pre- emptive, pro rata, participation or top-up right of the Strategic Investor or any other Person. (b) The Company acknowledges and agrees to take any and all commercially reasonable steps as are required to facilitate the rights of the Strategic Investor set forth in this ARTICLE 4, including: (i) undertaking a private placement or directed offering of Registrable Equity Securities to the Strategic Investor as part of any Equity Financing, (ii) if required, increasing the size of any Equity Financing to satisfy its obligations to the Strategic Investor pursuant to Sections 4.3 and 4.4, and its obligations to any Person pursuant to Existing Participation Rights, and (iii) undertaking a private placement of Common Shares to the Strategic Investor pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor Strategic Investor’s Top-Up Right, in each case, subject to obtaining any person acting on regulatory or other approvals required by applicable Laws or the CSE. (c) If the Company is required to seek shareholder approval for the issuance of securities to the Strategic Investor or the exercise of any other right in this ARTICLE 4, then the Company shall call and hold a meeting of its behalf will engage shareholders to consider the issuance of such securities to the Strategic Investor as soon as reasonably practicable, and in any transaction in violation of event such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement meeting shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above held within 75 days after the date on which such information that the Company is provided to the Companyadvised that it will require shareholder approval, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure shall recommend approval of the information contained herein in its answers to Items (1applicable transaction(s) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable solicit proxies in support thereof. (d) The Company shall use all reasonable efforts to obtain any required approvals from the CSE or any other Governmental Entity for any actions contemplated by this ARTICLE 4. (e) The Company acknowledges that the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed anti-dilution provisions contained in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New York.Sections

Acknowledgements. The undersigned Each UXD Shareholder acknowledges that it understands its obligation to comply and agrees with the provisions Issuer as follows: (a) the transfer of the Securities Exchange Act of 1934, as amendedUXD Shares to the Issuer, and the rules thereunder relating issuance of the Issuer Consideration Shares to stock manipulation, particularly Regulation M thereunder the UXD Shareholders will be made pursuant to appropriate exemptions (the “Exemptions”) from the formal takeover bid and prospectus (or any successor rules or regulations), in connection with any offering equivalent) requirements of Registrable Securities applicable securities laws; (b) as a consequence of acquiring the Issuer Consideration Shares pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting Exemptions: (i) the Issuer is relying on its behalf an exemption from the requirements to provide the UXD Shareholders with a prospectus and to, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Securities Acts, including statutory rights of rescission or damages, will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant not be available to the Registration Rights Agreement, UXD Shareholders; (ii) the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such UXD Shareholders may not receive information as may that might otherwise be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the CompanyUXD Shareholders, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, Issuer is relieved from certain obligations that would otherwise apply under the undersigned consents to Securities Acts if the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be Exemptions were not being relied upon by the Company in connection Issuer; (iii) there is no government or other insurance covering the Issuer Consideration Shares; (iv) there are risks associated with the preparation or amendment acquisition of the Shelf Registration Statement Issuer Consideration Shares; and (v) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Issuer Consideration Shares; (c) the UXD Shareholder is knowledgeable of, or has been independently advised as to, the Applicable Law of that jurisdiction which applies to the sale of the UXD Shares and the related prospectus. Once this Notice issuance of the Issuer Consideration Shares and Questionnaire which may impose restrictions on the resale of such Issuer Consideration Shares and it is executed the responsibility of each UXD Shareholder to become aware of what those resale restrictions are, and to comply with them before selling any of the Issuer Consideration Shares; and (d) the Issuer Consideration Shares may be subject to certain resale restrictions under Applicable Law, and the UXD Shareholders agree to comply with such restrictions and the UXD Shareholders also acknowledge that the certificates for the Issuer Consideration Shares may bear an applicable legend or legends respecting restrictions on transfers as required under Applicable Law and as required by the Selling Security Holder and received by the Company, the terms Section 2.4 of this Notice Agreement (or legend notation on each applicable Issuer Consideration Shares issued electronically in a direct registration system), and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure that each UXD Shareholder has been advised to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder consult its own legal advisor with respect to the Registrable Securities beneficially owned by applicable resale restrictions and that each is solely responsible for complying with such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New Yorkrestrictions.

Acknowledgements. The undersigned Noteholder acknowledges and agrees on behalf of itself and the Noteholder that no public market exists for the New Secured Notes, and that there is no assurance that a public market will ever develop for the New Secured Notes. The Noteholder (a) acknowledges that it understands neither the issuance of the New Secured Notes pursuant to the Exchange nor the issuance of Common Shares (the “Conversion Shares”) upon exchange of any of the New Secured Notes has been registered or qualified under the Securities Act or any state securities laws, and the New Secured Notes and any Conversion Shares are being offered and sold in reliance upon exemptions provided in the Securities Act and state securities laws for transactions not involving any public offering and, therefore, cannot be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless they are subsequently registered and qualified under the Securities Act and applicable state laws or unless an exemption from such registration and qualification is available, and (b) is purchasing the New Secured Notes and any Conversion Shares for investment purposes only for its obligation to comply own account and not with any view toward a distribution thereof or with any intention of selling, distributing or otherwise disposing of the provisions New Secured Notes or any Conversion Shares in a manner that would violate the registration requirements of the Securities Exchange Act of 1934, as amended, Act. The Noteholder confirms to the Company that it has such knowledge and experience in business matters and that the Noteholder and the rules thereunder relating Noteholder is capable of evaluating the merits and risks of an investment in the New Secured Notes or the Conversion Shares and of making an informed investment decision and understands that (x) this investment is suitable only for an investor which is able to stock manipulationbear the economic consequences of losing its entire investment and (y) the purchase of the New Secured Notes and the Conversion Shares by the Noteholder is a speculative investment which involves a high degree of risk of loss of the entire investment. The Noteholder acknowledges that the New Secured Notes and any Conversion Shares will bear a legend to the effect that the Noteholder may not transfer any New Secured Notes or such Conversion Shares except (i) to a “qualified institutional buyer” within the meaning of and in accordance with Rule 144A, particularly Regulation M thereunder (or ii) under any successor rules or regulations)other available exemption from the registration requirements of the Securities Act, in connection with any offering of Registrable Securities (iii) pursuant to the Registration Rights Agreement. The undersigned agrees a registration statement that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations has become effective under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights AgreementSecurities Act, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide or (iv) as otherwise specified in such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New Yorklegend.

Acknowledgements. (a) The undersigned Purchaser acknowledges that, prior to the execution of this Agreement, it and its advisors have been given access to the Disclosed Information and the opportunity to attend meetings and Q&A sessions with the Sellers, the management of the Acquired Companies and their advisors. The Purchaser acknowledges that it understands its obligation to comply with the provisions has carried out a full independent and satisfactory due diligence of the Securities Exchange Act Acquired Companies, has reviewed the Disclosed Information to its reasonable satisfaction and has assessed the contents of 1934the Disclosed Information, as amended, in particular by discussing the same with senior management of the Acquired Companies and asking any question which the analysis of the Disclosed Information might entail to such senior management and the rules thereunder relating advisors of the Sellers and the Acquired Companies. The Purchaser hereby represents that it has taken the Disclosed Information and any such discussions and answers to stock manipulationits questions into account in the terms of its offer to acquire the Transferred Securities. The Purchaser further acknowledges that, particularly Regulation M thereunder (or any successor rules or regulations)taking into account its knowledge and experience in financial and business matters, it has been provided with information and disclosures customary for a transaction of this nature . In entering into this Agreement, the Purchaser has relied upon its own review and analysis of the Disclosed Information, upon the representations and warranties of the Sellers expressly set forth in connection with any offering of Registrable Securities pursuant this Agreement and upon its own independent investigations. Accordingly, the Sellers shall not be liable to the Registration Rights Purchaser hereunder or otherwise by reason of any facts or matters Disclosed to the Purchaser in the Disclosed Information. (b) The Purchaser acknowledges (i) that it has assessed the impact that the spread of COVID-19, any Pandemic Measure and the Ukraine Situation has had, is having and is likely to have, on the operations and financial condition of the Group Companies and have been fully taken into account in the terms of this Agreement and (ii) that in no event would COVID-19, any Pandemic Measure or the Ukraine Situation in its current state as well as any evolution thereof (including in the event of a deterioration of the COVID-19 situation, the implementation of additional Pandemic Measures by Governmental Authorities in the context thereof and the Ukraine Situation) constitute an event of force majeure or have any consequences or effects on the terms on this Agreement. The undersigned agrees Consequently, the Purchaser hereby irrevocably waives any right that neither it nor any person acting on its behalf will engage has, or may have in any transaction in violation the future, to withhold execution of such provisions. The Selling Security Holder hereby acknowledges its obligations under this Agreement as a result thereof (including the Registration Rights Agreement right to indemnify and hold harmless certain persons set forth therein. Pursuant to request the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company postponement or suspension of any inaccuracies or changes contractual delays agreed upon in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights this Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above other protective measures if such measures were to be implemented after the date on which such information is provided to hereof). (c) The Purchaser further acknowledges that the Companyrepresentations and warranties of the Sellers set forth in this Agreement supersede any and all earlier representations, warranties or statements made by any directors, officers, employees, agents, representatives or advisors of the Sellers (collectively, the undersigned agrees to notify "Sellers’ Representatives") regarding the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and QuestionnaireTransferred Securities, the undersigned consents to the disclosure any of the information contained herein Group Companies or any other matter referenced in its answers to Items (1) through (6) above this Agreement, and the inclusion of such information that, save as set out in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon any other binding agreement entered into by the Company any Seller in connection with the preparation or amendment transactions contemplated by this Agreement (with respect to such Seller only), neither any of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns Sellers nor any of the Company Sellers’ Representatives shall have any liability in respect of any such earlier representations, warranties or statements (and in respect of which the Selling Security Holder Purchaser undertakes not to, and to procure that none of its Affiliates shall, bring any claim or action against any of the Sellers or any of the Sellers’ Representatives). Except as expressly set forth in this Agreement or any other binding agreement entered into by any Seller in connection with the transactions contemplated by this Agreement (with respect to such Seller only), neither any of the Sellers nor any of the Sellers’ Representatives makes any representation or warranty, either express or implied, of any kind whatsoever with respect to the Registrable Securities beneficially owned Transferred Securities, any of the Group Companies or any of the transactions contemplated hereby (including as to the accuracy or completeness of any information provided to the Purchaser or its representatives). In furtherance of the foregoing, to the fullest extent permitted by applicable Law, the Purchaser hereby irrevocably waives the benefit of any warranties generally available to purchasers under applicable Law, including under articles 1641 and 1643 of the French Civil Code (Code Civil). (d) The Purchaser further acknowledges that, save as set out in this Agreement or any other binding agreement entered into by any Seller (with respect to such Selling Security Holder Seller only), neither any of the Sellers nor any of the Sellers’ Representatives makes any representation or warranty with respect to (i) the Disclosed Information, (ii) the future relations of any of the Acquired Companies with any customers or suppliers or (iii) any financial or business prospects, financial projections, business plans, budgets, estimates, predictions or forecasts (collectively "Projections") relating to any of the Acquired Companies (and listed in Item 3 above. This Notice and Questionnaire shall be governed byrespect of which the Purchaser undertakes not to, and construed in accordance withto procure that none of its Affiliates shall, the laws bring any claim or action against any of the State Sellers or any of New Yorkthe Sellers’ Representatives). The Purchaser acknowledges that there are numerous assumptions reflected in such Projections and significant uncertainties, including uncertainties arising from the COVID-19, any Pandemic Measure and the Ukraine Situation (and has had in this respect the opportunity to discuss the same with the management of the Acquired Companies) inherent in attempting to make such Projections, that the Purchaser is fully familiar with such types of assumptions and uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Projections or forward-looking statements furnished to it, and that the Purchaser shall not have any claim against any of the Sellers or any of the Sellers’ Representatives with respect thereto save as set out in this Agreement or any other binding agreement entered into by any Seller (with respect to such Seller only).

Acknowledgements. 29.1 The undersigned acknowledges that it understands its obligation to comply with the provisions Borrower and Guarantor acknowledge/undertake: (a) That unless this loan offer is accepted within twenty one (21) days of the Securities Exchange Act date hereof and the funds uplifted within sixty (60) days of 1934the date from which the loan is available, this loan offer will lapse. (b) That this Loan Contract is conditional upon the satisfaction of the conditions (if any) stipulated by the Lender and communicated to the Borrower or the Borrower's Solicitor. The decision of the Lender's Board of Directors as amendedto what conditions have still to be satisfied shall be final and conclusive. (c) That the information supplied to the Lender is accurate and may be relied upon and acknowledge that the Lender may cancel this contract at any time prior to settlement in the event of the discovery of any errors or omissions which in the opinion of the Lender materially affects their decision to agree to lend. (d) The moneys hereby secured include the moneys expressed in the Security Agreement, together with all moneys which the Lender is liable to pay or advance to or for the Borrower or which the Lender has already lent, paid or advanced to or for the Borrower or moneys due or owing or unpaid to the Lender by the Borrower or the Guarantor on any account and howsoever arising and including contingent liabilities or in respect of any Guarantee or indemnity given to the Lender for the Borrower or at the Borrower's request and whether or not as principal debtor or surety. (e) That this Loan Contract contains all the terms and conditions relevant to the moneys payable under this Loan Contract. (f) That they have received a copy of this Loan Contract on or before the same date as this Loan Contract has been executed, and before signing by them. (g) That they have received a copy of the rules thereunder completed Security Agreement on or before the same date as this Loan Contract has been executed, also before signing by them. (h) That they have received, understood and accepted the Disclosure Statement (if applicable) relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), this loan and provided in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under Credit Contract and Consumer Finance Act 2003 before signing by them. (i) That, if a company, all necessary resolutions have been passed and certificates given that enable the Registration Rights Agreement Borrower to provide such information as may be required by law for inclusion a valid and enforceable security in terms of clause 18. 29.2 The Guarantor also acknowledges: (a) That the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion Guarantor has received a copy of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is Guarantee executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance withwith Clause 20 above, the laws of the State of New Yorkalso before signing by them.

Acknowledgements. The undersigned Subscriber acknowledges that it understands its obligation that: (a) an investment in the Units is subject to comply with certain risks which are described in the provisions “Risk Factors” section of the Securities Exchange Act OM; (b) no federal or provincial authority has passed upon the adequacy or accuracy of 1934the information set forth in the OM or made any representation or determination as to the fairness of the investment, or any recommendation or endorsement of the Units of the Partnership as amendedan investment; (c) the Subscriber has received adequate information concerning all matters which the Subscriber considers material to a decision to purchase Units of the Partnership ; (d) the Subscriber has such knowledge and experience in financial, investment and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Units of the Partnership and the rules thereunder relating Subscriber, or where the Subscriber is not purchasing as principal, the principal, is able to stock manipulationbear the economic risk or loss of its investment; (e) the Units subscribed for hereby are being distributed under exemptions from the requirements under applicable securities laws, particularly Regulation M thereunder that the Units will be subject to resale restrictions under the terms of the Limited Partnership Agreement and applicable securities laws and may not be traded except as permitted by applicable securities laws, rules, regulations and policies; (or any successor rules or regulations)f) as Units of the Partnership are offered solely pursuant to prospectus exemptions under applicable securities legislation, it is restricted from using most of the civil remedies available under such legislation and the Partnership is not subject to the same requirements as a fund offered by prospectus; (g) no certificates representing Units of the Partnership will be issued; (h) the Subscriber is responsible for obtaining such legal advice as it considers appropriate in connection with any offering the execution, delivery and performance by it of Registrable Securities pursuant this Subscription and the transactions contemplated hereunder and the resale restrictions applicable to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation Units; (i) the Subscriber has been notified by the General Partner of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement requirement to indemnify and hold harmless certain persons set forth therein. Pursuant deliver information pertaining to the Registration Rights AgreementSubscriber and its subscription for Units to the appropriate securities commission or other regulatory authority in Schedule I of Form 45-106F1 and in the case of Subscribers resident in Ontario, that it hereby consents to the Company has agreed under certain circumstances indirect collection of information relating to indemnify the Selling Security Holders against certain liabilities. In accordance with Subscription of the undersigned’s obligation under Ontario Securities Commission as set out in Appendix “B”; and (j) the Registration Rights Agreement to provide such information as Partnership may in the future be required by law for inclusion in to disclose the Shelf Registration Statement, Subscriber’s name and other information relating to the undersigned agrees to promptly notify and any purchase of the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and Units on a confidential basis, pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all PCMLTFA, Criminal Code (Canada), or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New Yorkanti-terrorism laws.

Acknowledgements. The undersigned A. Exhibitor acknowledges and agrees to abide by all rules and regulations established by Producer, as outlined in this Agreement and in the Information Packet, which is made part of this Agreement by this reference. B. All matters not covered in these rules and regulations are subject to the decision of Producer. Exhibitor agrees that it understands its obligation Producer shall have the final decision concerning any disputes between Exhibitors and the adoption of any rule or regulation deemed necessary prior to, during, and after the Event. C. Exhibitor agrees to comply abide by all rules, requirements and regulations of the official contractors serving the Producer, City of Surprise, Maricopa County, and State of Arizona, and all rules, requirements and regulations of the Producer, City of Surprise, Maricopa County and the State of Arizona. It is Exhibitor’s duty to be familiar with the provisions rules, requirements and regulations contained herein and in the Information Packet that is available on-line and in print. D. In the event an Exhibitor defaults in the performance of any of the Securities Exchange Act of 1934, as amendedterms and contained in this Agreement, and Producer employs attorneys to enforce any part of the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances Exhibitor shall reimburse Producer for attorney’s fees incurred whether or not a suit is actually filed. E. Exhibitor agrees to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as obtain, at its own expense, any licenses and/or permit(s) and/or authorization from governmental bodies, which may be required by law for inclusion the operations of the Exhibitor’s trade or business and to pay all taxes levied against Exhibitor as a result of its operations and business during the Event. F. Producer reserves the right, in its sole discretion, to: (i) determine the Shelf Registration Statementeligibility of Exhibitors and exhibits for the Event; (ii) reject or prohibit exhibits or Exhibitors, which Producer considers objectionable; (iii) relocate Exhibitors or exhibits when, in Producer’s opinion, such moves are necessary to maintain the undersigned agrees to promptly notify character and/or good order of the Company of Event; and (iv) should any inaccuracies rented space remain unoccupied on the opening day, or changes in the information provided herein that may occur subsequent to the date hereof at any time while thereafter, Producer may rent said space to another Exhibitor, but this shall not negate the Shelf Registration Statement remains effective. All notices hereunder obligation of the “no show.” Exhibitor shall pay the full amount of the rental Agreement, whether or not said space is resold. G. Exhibitor represents and pursuant warrants that it is properly licensed by the appropriate authorities to sell and operate the Registration Rights Agreement shall be made in writing products and services it is offering the public at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New YorkEvent.

Acknowledgements. 11.1. The undersigned Affiliate acknowledges and accepts that: 11.1.1. nothing contained in this Agreement shall constitute a partnership between the parties and none of the parties shall have any authority to bind or commit the other save as authorized by this Agreement; 11.1.2. the Affiliate is responsible for the payment of all relevant marketing, promotional activities, business duties, charges and taxes arising from the course of its business; 11.1.3. the Affiliate has read and understood the Client Agreement, and will be able to explain the terms and conditions of the Client Agreement to the Clients if necessary; 11.1.4. the funds deposited, withdrawal of funds and the orders placed by the clients may not be completed due to the reasons specified in the Client Agreement / Trader Agreement; 11.1.5. due to unforeseeable and unpredictable market conditions, the Affiliate acknowledges that it understands its obligation to comply with the provisions variety of the Securities Exchange Act of 1934, as services offered by DP Funded may be amended, suspended or terminated without prior notice. All changes or updates to the services shall be reflected on DP Funded’s trading platform and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to services displayed therein shall supersede all negotiations and agreements entered between DP Funded and the Registration Rights AgreementAffiliate. The undersigned agrees that neither it nor any person acting Affiliate undertakes to review the Services offered on its behalf will engage in any transaction in violation the trading platform from time to time; 11.1.6. DP Funded is entitled to amend the terms and conditions of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights this Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while by publishing an amended Affiliate Agreement on the Shelf Registration Statement remains effectiveAffiliate Portal or DP Funded’s official website (“Amendments”). All notices hereunder The Amendments shall supersede the relevant terms and pursuant conditions of the previous agreement. The Amendments shall become effective upon publishing on the Website or Affiliate Portal and the Affiliate shall be deemed to accept the Amendments unless DP Funded receives a written notice of the Affiliate’s disapproval within 14 calendar days as from the date of notification. In such case, the Amendments shall not be binding on the Affiliate, whereby the Affiliate’s account on the Affiliate Portal will be suspended within 7 calendar days and the Affiliate is advised to make the necessary arrangements to terminate the Affiliate’s account; 11.1.7. DP Funded reserve the right to exclude customers referred by the Affiliate, including but not limited to: a. the potential customers introduced are from DP Funded’s restricted jurisdictions; b. the Affiliate has introduced an individual who is incapable of entering into a binding legal agreement, e.g. minor, intellectually-challenged individual; c. the customers introduced has not deposited any funds into the trading account or has not placed any trade for 6 months. DP Funded may remove the customer from the Affiliate’s account/ID; d. the Referred Customer has failed DP Funded’s verification or Know-Your- Customer procedures, did not complete the relevant application procedure or failed to provide additional details requested by DP Funded; e. the Referred Customer is deemed to possess high risk of money laundering by DP Funded; 11.1.8. DP Funded reserves its rights to report the Affiliate’s activity to the Registration Rights relevant regulatory authority, suspend and/or terminate this Agreement and the Affiliate’s account and shall not be made liable for any direct or indirect loss or damages in writing at the address set forth below. In the event that there is: (i) any suspected fraudulent misrepresentation by the undersigned transfers all Affiliate; (ii) any form of unjust enrichment by the Affiliate; (iii) any suspected fraudulent, illegal business activities or transactions undertaken by the Affiliate; or (iv) any portion other business activities which are not in compliance or potentially not in compliance with the Applicable Statutes And Regulations; 11.1.9. DP Funded may take any action deemed necessary and reasonable on the Affiliate’s account and/or the trading account of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon Referred Customers introduced by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New York.Affiliate;

Acknowledgements. The undersigned Executive acknowledges that it understands its obligation to comply is the mutual intent of the Parties that the full release contained in this Agreement fully complies with the provisions of Age Discrimination in Employment Act (“ADEA”) and the Securities Exchange Older Workers Benefit Protection Act of 1934(“OWBPA”). Accordingly, as amendedthis Agreement requires, and Executive acknowledges and agrees that: 1) the rules thereunder relating consideration provided to stock manipulationExecutive under this Agreement exceeds the nature and scope of any consideration to which Executive would otherwise have been legally entitled to receive absent execution of this Agreement; 2) execution of this Agreement and the full release herein, particularly Regulation M thereunder (or which specifically includes a waiver of any successor rules or regulations), in connection with any offering claims of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations age discrimination under the Registration Rights Agreement ADEA, is Executive’s knowing and voluntary act; 3) Executive is hereby advised to indemnify and hold harmless certain persons set forth therein. Pursuant consult with an attorney prior to executing this Agreement; 4) Executive has reviewed the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the additional information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company regarding this offer of severance as set forth on Exhibit A to this Agreement; 5) Executive has forty-five (45) calendar days within which to consider this Agreement and his signature on this Agreement prior to the expiration of this forty-five (45) day period (should Executive choose not to take the full period offered) constitutes an irrevocable waiver of said period or its remainder; 6) in connection with the preparation or amendment event Executive signs this Agreement, Executive has another seven (7) calendar days to revoke it by delivering a written notice of revocation to the Shelf Registration Statement addressee identified in the Notice provision above, and this Agreement does not become effective until the related prospectus. Once expiration of this Notice seven (7) day period; 7) Executive has read and Questionnaire is executed by the Selling Security Holder and received by the Company, fully understands the terms of this Notice Agreement; and Questionnaire and 8) nothing contained in this Agreement purports to release any of Executive’s rights or claims under the representations and warranties contained herein shall be binding on, shall insure to ADEA that may arise from acts occurring after the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns date of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 aboveexecution of this Agreement. This Notice and Questionnaire shall be governed byPLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. YOU AGREE THAT YOU RECEIVED VALUABLE CONSIDERATION IN EXCHANGE FOR ENTERING INTO THIS AGREEMENT AND THAT THE COMPANY ADVISED YOU IN WRITING TO CONSULT AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT. YOU PROMISE THAT NO REPRESENTATIONS OR INDUCEMENTS HAVE BEEN MADE TO YOU EXCEPT AS SET FORTH HEREIN, and construed in accordance with, the laws of the State of New YorkAND THAT YOU HAVE SIGNED THE SAME KNOWINGLY AND VOLUNTARILY.

Acknowledgements. The undersigned acknowledges that it understands its obligation to comply You acknowledge receipt and understanding of the above referral disclosure, and further confirm your understanding and agree with the provisions Referring Entity and the Receiving Entity that: •We (or, if BPICI is not the Referring Entity, the Referring Entity) may disclose Information about you to the Receiving Entity in order to make the referral and allow for the ongoing administration of the Securities Exchange Act referral . The word “Information” means financial and financially- related information about you, including information to identify you or qualify you for products and services, or information needed for regulatory requirements . •All activity requiring registration resulting from the Referral Arrangement will be provided by the Receiving Entity or outsourced to a party duly licensed or registered to carry on such activity . It is illegal for any party to the Referral Agreement to effect trades, advise in respect of 1934certain securities or engage in investment fund management if it is not duly licensed or registered under applicable securities legislation as a broker-dealer or investment advisor . •The Referring Entity does not have authority to make any commitments for or on behalf of the Receiving Entity; you will deal directly with the Receiving Entity in respect of any products or services the Receiving Entity may provide to you . •The Referring Entity and its employees and officers are not and will not be deemed to be agents, as amendedemployees or representatives of the Receiving Entity, and the rules thereunder relating to stock manipulationReceiving Entity is not responsible for any acts, particularly Regulation M thereunder (omissions, statements or negligence of the Referring Entity or any successor rules employee or regulations), officer of the Referring Entity . Services Receiving Entity may provide to Referred Client • Discretionary portfolio management services • BPICI may engage in connection with any offering of Registrable Securities pursuant exempt market trading in relation to the Registration Rights Agreementprovision of these services • Self-directed/discount brokerage services • Broker-dealer services • Portfolio management services • Estate and insurance advisory firm • Banking and credit products and services Category(ies) of registration • Portfolio manager in all provinces and territories of Canada • Exempt market dealer in Ontario • BPICI is currently acting as an investment fund manager with respect to the BMO Private Portfolios and will be applying for registration in the category of investment fund manager • Investment dealer in all provinces and territories; member of the Investment Industry Regulatory Organization of Canada (IIROC) • Investment dealer in all provinces and territories; member of the Investment Industry Regulatory Organization of Canada (IIROC); • Futures commission merchant; • BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇ is currently acting as an investment fund manager with respect to the BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group of Mutual Funds and will be applying for registration in the category of investment fund manager . The undersigned agrees that neither it nor any person acting on its behalf will • Not a registrant under Canadian Securities laws • Not a registrant under Canadian securities laws Activities permitted under registration • Advising, including discretionary account management and securities investment services • Trading • Trading • Advising, including discretionary account management and securities investment services • May not engage in any transaction registrable activities • May not engage in violation any registrable activities in Canada Activities not permitted under registration • Trading (other than trades in exempt securities in reliance on BPICI’s exempt market dealer registration or on a local jurisdiction exemption) • Investment fund management • Advising • May not engage in any registrable activities • May not engage in any registrable activities Referral Fee paid to Referring Entity and Referring Employee where specified • 25 of annual revenue, applicable to referrals made after February 1, 2008 • Referrals made on or before January 31, 2008 are subject to a Referral Fee of 15 of annual revenue • Equalization payment on assets transferred, 100 basis points on amounts transferred for 2 years, payable up front each year • A portion of this referral fee may be paid to the Referring Employee • An ongoing referral fee equal to 25 of segregated commissions earned by InvestorLine in respect of such provisionsaccount • A portion of this referral fee may be paid to the Referring Employee • 25 of gross commissions • 100 basis points on amounts transferred for 2 years, payable up front each year • A portion of this referral fee may be paid to the Referring Employee • In the case of referrals to NBFSI by BPICI, commissions earned on the sale of insurance products that are not segregated funds are deposited by a third party insurer into a Deposit Account . NBFSI will arrange to transfer (i) fifty-five percent (55 ) of the value of such commissions to BPICI; (ii) twenty percent (20 ) of the value of thecommissions to the EIA/ FSA who completed the sale of the insurance product . Twenty-five percent (25 ) of the commissions will remain with NBFSI as consideration for services rendered . • 25 of the revenue earned by BMO Hong Kong Branch for as long as each such Referred Client’s account(s) remain at BMO Hong Kong Branch • A portion of this referral fee may be paid to the Referring Employee •Referral Fees are paid by the Receiving Entity and may change from time to time . •You are under no obligation to purchase any product or service of the Receiving Entity . The Selling Security Holder hereby acknowledges its obligations under Client shall receive specific disclosures in writing before BPICI opens the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant referred client’s account, including among other things, the name of each party to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Companyreferral agreement, the terms of this Notice the referral arrangement and Questionnaire any associated conflicts of interested generated by the referral arrangement . •A referral fee may also be paid if a referral arrangement is entered into between BPICI and a person or entity outside of BMO Financial Group . As with referral arrangements between BPICI and another member of BMO Financial Group, details of these referral arrangements, including the manner in which the referral fee for referral services is calculated and the representations and warranties contained herein shall party to whom it is paid, will be binding on, shall insure provided to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New Yorkreferred clients .

Acknowledgements. The undersigned Executive specifically acknowledges and agrees that it understands its obligation by entering into this Agreement and in exchange for the consideration described in paragraph 3 above to comply with which Executive otherwise would not be entitled, Executive is waiving and releasing any and all rights and claims that Executive may have arising from the provisions of the Securities Exchange Act of 1934Age Discrimination in Employment Act, as amended, which have arisen on or before the date of execution of this Agreement. Executive further expressly acknowledges and agrees that: (a) EXECUTIVE HAS READ AND UNDERSTANDS THIS AGREEMENT AND IS ENTERING THIS AGREEMENT KNOWINGLY AND VOLUNTARILY. (b) Executive understands and agrees that, by signing this Agreement, Executive is giving up any right to file legal proceedings against ▇▇▇▇▇▇▇▇ Creek arising on or before the rules thereunder relating to stock manipulation, particularly Regulation M thereunder date of the Agreement. Executive is not waiving (or any successor rules giving up) rights or regulations)claims that may arise after the date the Agreement is executed. (c) EXECUTIVE IS HEREBY ADVISED IN WRITING BY THIS AGREEMENT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT. EXECUTIVE REPRESENTS THAT THIS AGREEMENT HAS BEEN FULLY EXPLAINED BY THE EXECUTIVE'S ATTORNEY, in connection with any offering of Registrable Securities pursuant OR THAT EXECUTIVE HAS WAIVED CONSULTATION WITH AN ATTORNEY, CONTRARY TO ▇▇▇▇▇▇▇▇ CREEK'S RECOMMENDATION. (d) Executive understands and represents that Executive has had twenty-one (21) days from the day Executive received this Agreement, not counting the day upon which Executive received it, to the Registration Rights consider whether Executive wishes to sign this Agreement. The undersigned Executive further acknowledges that if Executive signs this Agreement before the end of the twenty-one (21) day period, it will be Executive's personal, voluntary decision to do so and Executive has not been pressured to make a decision sooner. (e) Executive further understands that Executive may revoke (that is, cancel) this Agreement for any reason within seven (7) calendar days after signing it. Executive agrees that neither it nor the revocation will be in writing and hand-delivered or mailed to ▇▇▇▇▇▇▇▇ Creek. If mailed, the revocation will be postmarked within the seven (7) day period, properly addressed to ▇▇▇▇▇▇▇▇ CREEK METALS COMPANY USA, Attn: Chief Executive Officer, ▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇; and sent by certified mail, return receipt requested. Executive understands that Executive will not receive any person acting on its behalf will engage payment under this Agreement if Executive revokes it, and in any transaction in violation event, Executive will not receive any payment until after the seven (7) day revocation period has expired. EXECUTIVE DATED: S. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CREEK METAL COMPANY USA DATED: Signature ▇▇▇▇▇▇▇▇ CREEK METALS COMPANY INC. DATED: Signature This Waiver and Release Agreement ("Agreement") is entered into between S. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ("Executive") and ▇▇▇▇▇▇▇▇ Creek Metals Company Inc. ("Parent") and ▇▇▇▇▇▇▇▇ Creek Metals Company USA ("U.S. Subsidary"). For the purpose of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights this Agreement, the Company has agreed under certain circumstances term "▇▇▇▇▇▇▇▇ Creek" includes the Parent, the U.S. Subsidiary, and any other company or affiliate related to indemnify the Selling Security Holders against certain liabilities. In accordance with Parent or the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion U.S. Subsidiary, in the Shelf Registration Statementpast or present; the past and present officers, directors, executives, employees, shareholders, attorneys, agents and representatives of the Parent, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all U.S. Subsidiary, or any portion of other company or affiliate; any present or past executive or employee benefit plan sponsored by the Registrable Securities listed in Item 3 above after the date on which such information is provided to the CompanyParent, the undersigned agrees to notify U.S. Subsidiary, or any other company or affiliate and/or the transferee(s) at officers, directors, trustees, administrators, executives, employees, attorneys, agents and representatives of such plan(s); and any person who acted on behalf of or on instruction from the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and QuestionnaireParent, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above U.S. Subsidiary or any other company or affiliate. Executive and the inclusion of such information in the Shelf Registration Statement Parent and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New York.U.S. Subsidiary agree as follows:

Acknowledgements. The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder Shareholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders Shareholder against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to provide any additional information the Company may reasonably request and to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnairebelow, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) 1 through (6) above 9 and the inclusion of such information in the Shelf Registration Statement and Statement, the related prospectusprospectus and any required state securities or Blue Sky application. The undersigned understands that such information will be relied upon by the Company Company, without independent investigation or inquiry, in connection with the preparation or amendment of the Shelf Registration Statement and Statement, the related prospectusprospectus and any required state securities or Blue Sky application. Once this Notice and Questionnaire is executed by the Selling Security Holder you and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure inure to the benefit of of, and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder you with respect to the Registrable Securities beneficially owned by such Selling Security Holder you and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New YorkGeorgia.

Acknowledgements. The undersigned acknowledges that it understands its obligation (a) Prior to comply with the Investment Closing, the Stockholder shall provide to Topco a properly completed and duly executed Internal Revenue Service Form W-9, or applicable Internal Revenue Service Form W-8. (b) At the Investment Time, the Stockholder shall become party to and become bound by the terms and provisions of a stockholders agreement of Topco which shall incorporate the Securities Exchange Act of 1934, terms set forth on Annex A (as amended, and the rules thereunder relating “Stockholders Agreement”) by delivering to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant Topco a duly executed counterpart signature page to the Registration Rights Stockholders Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights By executing this Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned Stockholder ▇▇▇▇▇▇ agrees to promptly notify consummate the Company Investment Transaction regardless of any inaccuracies whether the Stockholders Agreement has been agreed and entered into at or changes in the information provided herein that may occur subsequent immediately prior to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth belowInvestment Time. In the event the parties do not enter into the Stockholders Agreement at or prior to the Investment Time, the terms and conditions on Annex A will become effective and operative at the Investment Time until such time as the parties enter into the Stockholders Agreement. The Stockholder acknowledges that it is a condition to Topco’s issuance of the Topco Shares under this Agreement that the undersigned transfers all Stockholder become a party to the Stockholders Agreement and that the Topco Shares hereunder will not be issued until Stockholder becomes a party to the Stockholders Agreement, but that the Stockholder’s obligations hereunder with respect to the Investment Transaction are not conditioned on entry into the Stockholders Agreement at or prior to the Investment Time. (c) The Stockholder acknowledges and agrees that “Good Reason” (or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided similar concept) pursuant to the CompanyEmployment Agreement, dated as of May 2, 2024 and amended as of July 31, 2024, by and between the undersigned agrees to notify Stockholder and Thoughtworks Inc., and any other agreement by and between the transferee(s) at Stockholder and the time of transfer Company or any of its rights Subsidiaries and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon any plan sponsored or maintained by the Company or any of its Subsidiaries (collectively, the “Existing Agreements”) shall not occur solely by virtue of the consummation of the Merger or any modification in the nature of the Stockholder’s title, duties, authorities and responsibilities in connection therewith. The Stockholder hereby irrevocably waives any right to make any claim that the Stockholder has a right to resign for “Good Reason” (or any similar concept) under the Existing Agreements in connection with the preparation Merger due to a diminution in the Stockholder’s title, duties, responsibilities or amendment of authority (individually or taken as a whole) and irrevocably waives any claims for any severance payments or benefits that the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the CompanyStockholder may have associated with such events, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New Yorkactions or circumstances.

Acknowledgements. (a) The undersigned Subscriber acknowledges that it understands its obligation that, prior to comply signing this Agreement and making this offer to purchase, he or she has received the prospectus relating to the Offering filed with the provisions Securities and Exchange Commission (the “Prospectus”) and that he or she understands the risks of and other considerations relevant to, a purchase of the Securities Exchange Act Shares, including those described under the caption “Risk Factors” in the Prospectus. (b) The Subscriber has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of 1934, as amended, this Agreement by the Subscriber and the rules thereunder relating to stock manipulationconsummation by it of the transactions contemplated hereunder have been duly authorized by all necessary action on the part of the Subscriber. This Agreement has been executed by the Subscriber and, particularly Regulation M thereunder (or any successor rules or regulations), when delivered in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s terms hereof, will constitute a valid and binding obligation under of the Registration Rights Subscriber enforceable against the Subscriber in accordance with its terms. (c) The Subscriber understands that nothing in this Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of or any inaccuracies or changes in the information provided herein that may occur subsequent other materials presented to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company Subscriber in connection with the preparation or amendment purchase and sale of the Shelf Registration Statement Shares constitutes legal, tax or investment advice. The Subscriber has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares. (d) The making, execution and performance of this Agreement by the Subscriber and the related prospectus. Once this Notice and Questionnaire is executed by consummation of the Selling Security Holder and received by the Company, transactions contemplated herein will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, (i) the charter, bylaws or other organizational documents of this Notice and Questionnaire and such Subscriber, as applicable, or (ii) any law, order, rule, regulation, writ, injunction, judgment or decree of any court, administrative agency, regulatory body, government or governmental agency or body, domestic or foreign, having jurisdiction over such Subscriber or its properties, except for any conflict, breach, violation or default which is not reasonably likely to have a material adverse effect on such Subscriber’s performance of its obligations hereunder or the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns consummation of the Company and transactions contemplated hereby. (e) If the Selling Security Holder Subscriber is acquiring Shares as a fiduciary or agent for one or more Subscriber accounts, it represents that is has sole investment discretion with respect to each such account and it has full power to make the Registrable Securities beneficially owned foregoing representations, warranties, acknowledgements and agreements on behalf of such account. (f) The Subscriber acknowledges that no action had been or will be taken in any jurisdiction outside the United States by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws Company that would permit an offering of the State Shares, or possession or distribution of New Yorkoffering materials in connection with the issue of the Shares, in any jurisdiction outside the United States where action for that purpose is required. Each Subscriber outside the United States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense.

Acknowledgements. The undersigned acknowledges that it understands its obligation to comply You acknowledge receipt and understanding of the above referral disclosure, and further confirm your understanding and agree with the provisions Referring Entity and the Receiving Entity that: If you consent to a referral, we (or, if InvestorLine is not the Referring Entity, the Referring Entity) may disclose Information about you to the Receiving Entity in order to make the referral and allow for the ongoing administration of the Securities Exchange Act referral. The word “Information” means financial and financially-related information about you, including information to identify you or qualify you for products and services, or information needed for regulatory requirements. All activity requiring registration resulting from the Referral Arrangement will be provided by the Receiving Entity or outsourced to a party duly licensed or registered to carry on such activity. It is illegal for any party to the Referral Agreement to effect trades, advise in respect of 1934certain securities or engage in investment fund management if it is not duly licensed or registered under applicable securities legislation as an investment dealer, as amendedan adviser or an investment fund manager. The Referring Entity does not have authority to make any commitments for or on behalf of the Receiving Entity; you will deal directly with the Receiving Entity in respect of any products or services the Receiving Entity may provide to you. The Referring Entity and its employees and officers are not and will not be deemed to be agents, employees or representatives of the Receiving Entity, and the rules thereunder Receiving Entity is not responsible for any acts, omissions, statements or negligence of the Referring Entity or any employee or officer of the Referring Entity. Referral Fees are paid by the Receiving Entity and may change from time to time. You are under no obligation to purchase any product or service of the Receiving Entity. Part C National Instrument 54-101 - Shareholder Communication Information‌ According to the National Instrument 54-101, Communication with Beneficial Owners of Securities of a Reporting Issuer, the securities in your account with us are not registered in your name but in our name or the name of another person or company holding your securities on our behalf. You are referred to as the “beneficial owner” of your securities. The issuers of the securities in your account may not know the identity of the beneficial owner. We are required under securities law to obtain your instructions concerning the various matters below relating to stock manipulationyour holding of securities in your account. Please indicate your instructions by completing the National Instrument 54-101– Shareholder Communication Information section in the Account Application form. Securities law permits reporting issuers and other persons and companies to send materials related to the affairs of the reporting issuer directly to beneficial owners if the beneficial owner does not object to having contact information disclosed to the reporting issuer or other persons and companies. Part 1 of the National Instrument 54-101 allows you to tell us if you OBJECT to the disclosure by us to the reporting issuer or other persons or companies of your beneficial ownership information, particularly Regulation M thereunder (or consisting of your name, address, email, securities holdings and preferred language of communication. Securities legislation restricts the use of your beneficial ownership information to matters relating to the affairs of the reporting issuer. If you ALLOW us to disclose your beneficial ownership information, please mark “Yes” in Part 1 of the National Instrument 54-101. You will not be charged with any successor rules or regulations)costs associated with sending shareholder materials to you. If you DO NOT ALLOW us to disclose your beneficial ownership information, please mark “No” in Part 1 of the form. If you do this, all materials to be delivered to you as a beneficial owner of securities will be delivered by us and you will be responsible for any costs associated with providing these materials to you. For securities that you hold through your account, you have the right to receive proxy-related materials sent by reporting issuers to registered holders of their securities in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation meetings of such provisionsshareholders. The Selling Security Holder hereby acknowledges its obligations under Among other things, this permits you to receive the Registration Rights Agreement necessary information to indemnify and hold harmless certain persons set forth therein. Pursuant allow you to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilitieshave your securities voted in accordance with your instructions at a shareholder meeting. In accordance with the undersigned’s obligation under the Registration Rights Agreement addition, reporting issuers may choose to provide such information as may be required by law for inclusion in the Shelf Registration Statementsend other shareholder materials to beneficial owners, the undersigned agrees although they are not obliged to promptly notify the Company do so. Securityholder materials sent to beneficial owners of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion securities consist of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New York.following materials:

Acknowledgements. The undersigned acknowledges A. As-Is. PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, AND AS A MATERIAL INDUCEMENT TO SELLER'S EXECUTION AND DELIVERY OF THIS AGREEMENT, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS, WHERE IS" CONDITION AND BASIS "WITH ALL FAULTS." Purchaser acknowledges, represents and warrants that it understands its obligation Purchaser is not in a significantly disparate bargaining position with respect to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company Seller in connection with the preparation or amendment transaction contemplated by this Agreement; that Purchaser freely and fairly agreed to this acknowledgment as part of the Shelf Registration Statement negotiations for the transaction contemplated by this Agreement; that Purchaser is represented by legal counsel in connection with this transaction and the related prospectusPurchaser has conferred with such legal counsel concerning this waiver. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and Except for the representations and warranties contained herein shall be binding onexpressly set forth in this Agreement, shall insure no representations or warranties have been made or are made and no responsibility has been or is assumed by any of the Seller Indemnified Parties or anyone acting or purporting to act on behalf of the Seller Indemnified Parties as to the benefit condition or repair of the Property or the value, expense of operation, or income potential thereof or as to any other fact or condition which has or might affect the Property or the condition, repair, value, expense of operation or income potential of the Property or any portion thereof. The parties agree that all understandings and shall be enforceable agreements made between them or their respective agents or representatives prior to the Effective Date are merged in this Agreement and the attached Exhibits, which alone fully and completely express their agreement, and that this Agreement has been entered into with Purchaser being provided ample opportunity to investigate all aspects of the Property, with neither party relying upon any statement or representation by the respective successorsother unless such statement or representation is specifically embodied in this Agreement or the attached Exhibits. Except as set forth in this Agreement, heirsSeller makes no representations or warranties as to whether the Property contains asbestos or any hazardous materials or harmful or toxic substances, personal representatives and assigns or pertaining to the extent, location or nature of same, if any. Further, to the Company and the Selling Security Holder extent that Seller has provided to Purchaser information from any inspection, engineering or environmental reports concerning asbestos 10 <PAGE> or any hazardous materials or harmful or toxic substances, Seller makes no representations or warranties with respect to the Registrable Securities beneficially owned accuracy or completeness, methodology of preparation or otherwise concerning the contents of such reports. Purchaser acknowledges that Seller has requested that Purchaser inspect the Property fully and carefully and investigate all matters relevant thereto and that Purchaser rely solely upon the results of Purchaser's own inspections or other information obtained or otherwise available to Purchaser, rather than any information that may have been provided by such Selling Security Holder and listed in Item 3 aboveSeller to Purchaser. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New York.B.

Acknowledgements. The undersigned Selling Securityholder acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering offer or sale of Registrable Securities pursuant to the Registration Rights AgreementUnderlying Securities. The undersigned Selling Securityholder agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby Securityholder acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders Securityholder against certain liabilities. In accordance with the undersignedSelling Securityholder’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned Selling Securityholder agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein in this Notice and Questionnaire that may occur subsequent to after the date hereof of this Notice and Questionnaire at any time while the Shelf Registration Statement remains effective. All notices hereunder Notices to the Selling Securityholder relating to this Notice and Questionnaire or pursuant to the Registration Rights Agreement shall will be made by email, or in writing writing, at the email or physical address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement2 above. By signing this Notice and Questionnairebelow, the undersigned Selling Securityholder consents to the disclosure of the information contained herein in this Notice and Questionnaire in its answers to Items (1) 1 through (6) above 9 and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once The Selling Securityholder has caused this Notice and Questionnaire is to be executed and delivered either in person or by the its duly authorized agent. Dated: Legal Name of Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New York.Securityholder By: Name: Title:

Acknowledgements. The undersigned Optionee acknowledges receipt of and ---------------- understands and agrees to the terms of the this Option and the 1999 Equity Incentive Plan (the "Plan"). In addition to the above terms, Optionee understands and agrees to the following: Hong Kong Stock Option Agreement 1999 Equity Incentive Plan (a) Optionee acknowledges that it understands its obligation to comply with the provisions as of the Securities Exchange Act date of 1934this Option, as amended, such Option and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons Plan set forth therein. Pursuant the entire understanding between Optionee and the Company and its Affiliates regarding the acquisition of stock in the Company and supercedes all prior oral and written agreements pertaining to the Registration Rights Agreementthis option. (b) Optionee acknowledges that in order to perform its requirements under this Plan, the Company and its affiliates may process sensitive personal data about Optionee. Such data include but are not limited to the information provided above and any changes thereto and other appropriate personal and financial data about Optionee. Optionee hereby gives explicit consent to the Company to process any such personal data and/or sensitive personal data. Optionee also hereby gives explicit consent to the Company to transfer any such personal data and/or sensitive personal data outside the country in which Optionee is employed, and to the United States. The legal persons for whom such personal data are intended are Interwoven, Inc. and E*Trade. Optionee has agreed under certain circumstances been informed of his/her right of access and correction to indemnify his/her personal data by applying to ▇▇▇▇▇▇ ▇▇▇, Interwoven, Hong Kong. (c) Optionee authorizes the Selling Security Holders against certain liabilitiesCompany or its Affiliates to withhold from my compensation the amount, if necessary, to meet any applicable tax withholding obligation. In accordance with Optionee agrees that the undersigned’s obligation under Company may require Optionee to enter an arrangement providing for the Registration Rights Agreement payment to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies tax withholding obligation of the Company or changes its Affiliates arising by reason of my participation in the information provided herein Plan, or by the disposition of Shares acquired through participation in the Plan. (d) Optionee understands that may occur subsequent Interwoven, Inc. has reserved the right to amend or terminate the Plan at any time, and that the grant of an option under the Plan at one time does not in any way obligate Interwoven, Inc. or its Affiliates to grant additional options in any future year or in any given amount. Optionee acknowledges and understands that the grant of this Option and any future options granted under the Plan is wholly discretionary in nature and is not to be considered part of any normal or expected compensation that is or would be subject to severance, resignation, redundancy or similar pay, other than to the extent required by local law. Hong Kong Stock Option Agreement 1999 Equity Incentive Plan EXHIBIT A --------- STOCK OPTION EXERCISE AGREEMENT Hong Kong Stock Option Agreement 1999 Equity Incentive Plan INTERWOVEN, INC. 1999 EQUITY INCENTIVE PLAN (the "Plan") STOCK OPTION EXERCISE AGREEMENT ------------------------------- I hereby elect to purchase the number of shares of Common Stock of Interwoven, Inc. (the "Company") as set forth below: Optionee:___________________________ Number of Shares Purchased:______________ Employee ID Number:_________________ Purchase Price per Share:________________ Address:____________________________ Aggregate Purchase Price:________________ Exact Name of Title to Shares:______ Date of Option Agreement:________________ ____________________________________ 1. Delivery of Purchase Price. Optionee hereby delivers to the Company the Aggregate Purchase Price, to the extent permitted in the Stock Option Agreement (the "Option Agreement") and Notice of Grant as follows (check as applicable and complete): [_] by delivery of ______________________________ fully-paid, nonassessable and vested shares of the Common Stock of the Company owned by Optionee for at least six (6) months prior to the date hereof at any time while (and which have been paid for within the Shelf Registration Statement remains effective. All notices hereunder meaning of SEC Rule 144), or obtained by Optionee in the open public market, and pursuant to the Registration Rights Agreement shall be made in writing owned free and clear of all liens, claims, encumbrances or security interests, valued at the address set forth below. In the event that the undersigned transfers all current Fair Market Value of ____________________ per share; or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company[_] through a "same-day-sale" commitment, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire delivered herewith, from Optionee and the Registration Rights Agreement. By signing this Notice and QuestionnaireNASD Dealer named therein, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New Yorkamount of_____________________.

Acknowledgements. (a) The undersigned Company acknowledges and agrees that it understands its obligation to will comply with its obligations to the provisions of Strategic Investor contained in this ARTICLE 4 and to any other Person that has preemptive, pro rata, participation or top-up rights, to the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), extent that such rights are engaged in connection with any Equity Financings or Top-Up Offerings, in a coordinated manner and as part of such Equity Financing or Top-Up Offering so as to ensure that the exercise of any such right does not trigger or give rise to any further or consequential pre-emptive, pro rata, participation or top-up right of the Strategic Investor or any other Person. (b) The Company acknowledges and agrees to take any and all commercially reasonable steps as are required to facilitate the rights of the Strategic Investor set forth in this ARTICLE 4, including: (i) undertaking a private placement or directed offering of Registrable Equity Securities to the Strategic Investor as part of any Equity Financing, (ii) if required, increasing the size of any Equity Financing to satisfy its obligations to the Strategic Investor pursuant to Sections 4.3 and 4.4, and its obligations to any Person pursuant to Existing Participation Rights, and (iii) undertaking a private placement of Common Shares to the Strategic Investor pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor Strategic Investor's Top-Up Right, in each case, subject to obtaining any person acting on regulatory or other approvals required by applicable Laws or the CSE. (c) If the Company is required to seek shareholder approval for the issuance of securities to the Strategic Investor or the exercise of any other right in this ARTICLE 4, then the Company shall call and hold a meeting of its behalf will engage shareholders to consider the issuance of such securities to the Strategic Investor as soon as reasonably practicable, and in any transaction in violation of event such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement meeting shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above held within 75 days after the date on which such information that the Company is provided advised that it will require shareholder approval, and shall recommend approval of the applicable transaction(s) and shall solicit proxies in support thereof. (d) The Company shall use all reasonable efforts to obtain any required approvals from the CSE or any other Governmental Entity for any actions contemplated by this ARTICLE 4. (e) The Company acknowledges that the anti-dilution provisions contained in Sections 4.3 and 4.4 are intended to ensure that in all circumstances the Strategic Investor has the option, but not the obligation, to maintain its pro rata ownership interest in the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure including in respect of the information contained herein in its answers issuance of any Common Shares pursuant to Items any Existing Participation Rights. (1f) through (6) above and the inclusion For clarity, all issuances of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon Equity Securities by the Company in connection with pursuant to this ARTICLE 4 will be subject to the preparation or amendment prior approval of the Shelf Registration Statement and CSE or any other stock exchange upon which the related prospectusCommon Shares are then listed, in each case, to the extent required. Once this Notice and Questionnaire is executed by If the Selling Security Holder and received by the Companyissuance price of any such Equity Securities, as determined under the terms of this Notice ARTICLE 4, is below the minimum issuance price allowable by any such stock exchange whose approval of the issuance is required (the "Minimum Issuance Price"), the issuance price calculated hereunder for such issuance will be replaced by the Minimum Issuance Price. (g) If the Company advises the Strategic Investor that it intends to enter into a Bought Deal Financing and Questionnaire and for reasonable commercial purposes requests that the representations and warranties contained herein Strategic Investor consider waiving the minimum notice period for a Bought Deal Financing under Section 4.3(a)(i), the Strategic Investor agrees to consider such request in good faith, but shall be binding on, shall insure under no obligation to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by grant such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New Yorka waiver.

Acknowledgements. The undersigned Undersigned acknowledges and agrees on behalf of itself and the Purchaser that there is no assurance that a public market will exist or continue to exist for the New Notes. The Purchaser (a) acknowledges that it understands neither the issuance of the New Notes or the Warrant pursuant to the Transactions nor the issuance of any shares of Common Stock upon conversion of or payment of interest on any of the New Notes (the “Conversion Shares”) or the exercise of the Warrant) has been registered or qualified under the Securities Act or any state securities laws, and the New Notes, the Warrant and any Conversion Shares or Warrant Shares are being offered and sold in reliance upon exemptions provided in the Securities Act and state securities laws for transactions not involving any public offering and, therefore, cannot be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless they are subsequently registered and qualified under the Securities Act and applicable state laws or unless an exemption from such registration and qualification is available, and (b) is purchasing the New Notes, Warrant and any Conversion Shares and Warrant Shares for investment purposes only for its obligation to comply own account and not with any view toward a distribution thereof or with any intention of selling, distributing or otherwise disposing of the provisions New Notes, the Warrant or any Conversion Shares or Warrant Shares in a manner that would violate the registration requirements of the Securities Exchange Act Act. The Purchaser acknowledges that the New Notes, the Warrant and any Conversion Shares and Warrant Shares will bear a legend to the effect that the Purchaser may not transfer any New Notes, Warrant or such Conversion Shares or Warrant Shares except (i) to a “qualified institutional buyer” within the meaning of 1934and in accordance with Rule 144A, as amended(ii) under any other available exemption from the registration requirements of the Securities Act, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities iii) pursuant to the Registration Rights Agreement. The undersigned agrees a registration statement that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations has become effective under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide Securities Act or (iv) as otherwise specified in such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New Yorklegend.

Acknowledgements. The undersigned acknowledges We understand that it understands its obligation any person/employer/insurer/claims administrator who suffers any loss due to comply with the provisions false statements contained in this Affidavit may bring civil action against either or both of the Securities Exchange Act of 1934us to recover their losses, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreementincluding reasonable attorney’s fees. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in We have provided the information provided herein in this Affidavit for use by Rock Valley College for the sole purpose of determining eligibility for domestic partner benefits. We understand that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied held confidential and will be subject to disclosure only upon by the Company in connection with the preparation our express written authorization, pursuant to a court order or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire if there is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure a compelling- business need to have access to the benefit information. We understand that this Affidavit may have legal implications relating to, for example, our ownership of and shall be enforceable by the respective successors, heirs, personal representatives and assigns property or taxability of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed bybenefits provided, and construed that before signing this Affidavit, it is our responsibility to seek competent legal and accounting advice concerning such matters. We agree to reimburse Rock Valley College for any and all liability including, without limitation, taxes, penalties or losses (including reasonable attorney’s fees), that Rock Valley College may incur arising out of its reliance on this affidavit it if is untrue in accordance withany respect or if the required notice of termination is not filed. ____________________________________ We declare, under penalty of perjury under the laws of the State of New York.Illinois that the assertions in this affidavit are true to the best of our knowledge Member and Domestic Partner’s Address Member Signature Date DATE: Birth Certificate attached or Driver’s License/State ID attached Documentation Meets Requirements Yes No If documentation does not meet requirements, indicate reason on lines below: The Working Spouse/Domestic Partner rule requires employed spouses and registered domestic partners of covered employees to join their employer’s group health and dental plan (for at least “single” coverage) if credible coverage is available. Your spouse/domestic partner’s eligibility for plan coverage will not be considered until this form is fully accomplished and returned. Complete this questionnaire if you wish to enroll your spouse/domestic partner for coverage under a RVC Group Health and Dental Plan. Employee Name Employee # Spouse/Domestic Partner Name SSN# Name of Spouse/Domestic Partner’s Employer Please answer questions 1-4 below. (If you answer “No” to all questions, proceed to questions 4-5 below): □ Yes □ No My spouse/domestic partner is currently unemployed. □ Yes □ No My spouse/domestic partner is retired and is not actively employed. □ Yes □ No My spouse/domestic partner is self-employed and does not have access to a group health plan. If you answered “Yes” to any of the above questions: Your spouse/domestic partner will be eligible for coverage under RVC Group Health and Dental Plan as long as the condition applies. If you answered “No” to Question 1, 2, or 3, please answer the following question: □ Yes □ No My spouse/domestic partner is employed but does not currently have access to a group health plan. □ Yes □ No My spouse/domestic partner is employed, but does not currently have access to a group dental plan. If you answered “Yes” to question 4 and/or 5: Page 2 of this form must be completed by a representative of your spouse/domestic partner’s employer and returned to your Rock Valley College Human Resources Department before your spouse/domestic partner plan coverage will be considered. Employee Acknowledgment: If my spouse/domestic partner’s employment status changes in the future, I understand that I am responsible for completing a new enrollment form and the Questionnaire for Health and Dental Coverage of a Spousal/Domestic Partner within 31 days of the employment status change. In addition, by my spouse/domestic partner’s signature below, authorization is given to his/her employer to release the required dependent information indicated on Page 2 of this form. I understand that failure to notify Rock Valley College of my spouse/domestic partner’s employment change or falsifying his/her employment status is fraud and could result in financial penalty, loss of coverage and/or possible termination of employment. Employee Signature Date Contact Phone Number Spouse/Domestic Partner’s Signature Date Return completed form to your HR Department (forwarding information on Page 2) Name of Rock Valley College Employee Employee # BELOW TO BE COMPLETED BY EMPLOYER OF SPOUSE/DOMESTIC PARTNER Rock Valley College (RVC) Group Health and Dental Plan requires spouses/domestic partners of covered employees to join their employer’s group health plan where such availability to coverage exists. Spouse/Domestic Partner Name Date of Birth: Last Four of SS#: PLEASE CHECK THE APPROPRIATE BOX BELOW: Is your employee eligible for employer-sponsored health coverage that meets the minimum ACA requirement? □ Yes  □ No Is your employee eligible for employer-sponsored dental coverage? □ Yes □ No Name of Employer Employer Representative Signature Date Phone Number Printed Name & Title of Employer Representative Direct inquiries and return completed form to: Rock Valley College Human Resources Department ▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Rockford, IL ▇▇▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ I, , understand that under the U.S. Constitution I have a right not to belong to a union. By my signature I hereby waive this right and opt to join the IL FOP Labor Council. I, hereby authorize my Employer, The Rock Valley College of Trustees, Community College District 511, to deduct from my wages the uniform amount of monthly dues set by the Illinois Fraternal Order of Police Labor Council, for expenses connected with the cost of negotiating and maintaining the collective bargaining agreement between the parties and to remit such dues to the Illinois Fraternal Order of Police Labor Council as it may from time to time direct. In addition, I authorize my employer named hereinabove to deduct from wages any back dues owed to the Illinois Fraternal Order of Police Labor Council from the date of my employment, in such manner as it so directs. City: State: Zip: Telephone:

Acknowledgements. The undersigned Subscriber acknowledges that it understands its obligation to comply he/she has received a copy of the Registration Statement (Prospectus) of the Company, dated ______________, 2019 filed with the provisions Securities and Exchange Commission with respect to the offer and sale of the Shares of Common Stock being purchased. The undersigned is not relying on the Company or its affiliates with respect to economic considerations involved in this investment but have relied solely on its own advisors. The undersigned Subscriber further acknowledges that although the Shares of Common Stock being purchased from the Company are registered securities under the U.S. Securities Exchange Act of 19341933, as amended, and there may be restrictions on the rules thereunder relating resale of the shares imposed by the particular state law where the undersigned resides or in a jurisdiction outside of the United States. Accordingly, the undersigned will not offer to stock manipulationsell nor sell the Shares in any jurisdiction unless the undersigned obtains all required consents, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreementif any. The undersigned agrees Subscriber understands that neither it nor any person acting on its behalf will engage an investment in any transaction in violation the Shares is a speculative investment, which involves a high degree of such provisionsrisk and the potential loss of his entire investment. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant undersigned is further aware that no federal or state agency has: 1) made any finding or determination as to the Registration Rights Agreement, fairness of this investment; or 2) made any recommendation or endorsement of the Company has agreed under certain circumstances to indemnify shares or the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion Company; or 3) guaranteed or insured any investment in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all Shares or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to investment made by the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment price of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure Common Stock purchased hereby bears no relation to the benefit of and shall be enforceable by the respective successorsassets, heirs, personal representatives and assigns book value or net worth of the Company and was determined arbitrarily by the Selling Security Holder with respect to Company. The undersigned agrees and acknowledges that it has read all the Registrable Securities beneficially owned by such Selling Security Holder and listed information contained in Item 3 above. This Notice and Questionnaire shall be governed bythe Registration Statement received, and construed in accordance withincluding without limitation, the laws of the State of New YorkRisk Factors contained therein.

Acknowledgements. The undersigned acknowledges (a) Each 2024-2 Refinancing Term Loan Lender, by delivering its signature page to this Sixth Amendment on the Sixth Amendment Effective Date, (a) confirms that it understands its obligation to comply with the provisions has received a copy of the Securities Exchange Act of 1934, as amendedExisting Credit Agreement, and has received or has been accorded the rules thereunder relating opportunity to stock manipulationreceive copies of the most recent financial statements delivered pursuant to Section 6.01(b) thereof, particularly Regulation M thereunder and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Sixth Amendment and to make the Term Loans; (b) confirms that it has, independently and without reliance upon the Administrative Agent or any successor rules or regulations)other Lender and based on such documents and information as it has deemed appropriate, in connection with any offering of Registrable Securities pursuant made its own credit analysis and decision to enter into this Sixth Amendment and to make the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting Term Loans; (c) irrevocably appoints BANK OF AMERICA, N.A. to act on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations as the Administrative Agent and Collateral Agent under the Registration Rights Loan Documents and authorizes the Administrative Agent and Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto; and (d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to indemnify be performed by it as a Term Loan Lender or a Lender, as applicable. (b) Subject to the terms and hold harmless certain persons conditions set forth therein. Pursuant herein, effective as of the Sixth Amendment Effective Date, each undersigned Revolving Lender party to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Existing Credit Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant hereby consents to all amendments to the Registration Rights Existing Credit Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws terms of the State Revolving Facility, including with respect to the reduction in the rate of New Yorkinterest and fees applicable to the Revolving Facility (including the Applicable Rate with respect to Revolving Loans and the L/C Fees). Nothing in this Amendment shall alter the amount of the Revolving Commitments of any Revolving Lender, or alter the principal amount of any Revolving Loans or the face amount of any Letters of Credit, in each case outstanding immediately prior or the Sixth Amendment Effective Date. (c) Notwithstanding anything to the contrary in the Credit Agreement, nothing in this Sixth Amendment shall alter the Borrowing, Type or Interest Period of applicable to any Revolving Loans outstanding on the Sixth Amendment Effective Date.

Acknowledgements. The undersigned Executive acknowledges and agrees that: (a) the terms of this Agreement are reasonable, valid and enforceable and the restricted period, definitions and geographical limitations specified in the above Sections in this ARTICLE VI are reasonable in view of the nature of the business in which the Company and its Affiliates are engaged and the knowledge of the Company’s operations and customer relationships that it understands its obligation Executive will gain by virtue of Executive’s position hereunder; (b) this limited prohibition against unfair competition is narrowly tailored to comply safeguard the Company’s legitimate business interests while not unreasonably interfering with Executive’s ability to obtain other employment and that his ability to earn a livelihood without violating such restrictions is a material condition to his employment with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder Company; (or any successor rules or regulations), in connection c) Executive’s continued employment with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees compensation paid to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received Executive by the Company, the provision of benefits to Executive by the Company, Executive’s current ownership (directly or indirectly) in the Company, the Execution Award granted to the Executive, and Executive’s commitment not to disclose Confidential Information, among other things, are sufficient consideration for Executive’s covenants contained herein; (d) subject to the Early Resolution Conference provision set forth in Section 6.07 of this Agreement, Executive has a duty to contact the Company if Executive has any questions regarding whether or not a particular entity or conduct by Executive would be restricted by this Agreement; (e) Executive has a duty immediately to inform the Company in writing of any employment or similar relationship Executive enters into after termination of employment with the Company during the Restricted Period set forth above; (f) the provisions in ARTICLE VI hereof shall survive the termination of this Agreement; (g) the Restricted Period set forth herein is a material term of this Agreement and the Company is entitled to Executive’s compliance with the terms of this Notice and Questionnaire and ARTICLE VI during that full period. Therefore, Executive agrees that the representations and warranties contained herein shall Restricted Period will be binding on, shall insure to the benefit tolled during any period of and shall be enforceable non-compliance by the respective successors, heirs, personal representatives and assigns of Executive. If the Company and must seek injunctive relief or judicial intervention to enforce this Agreement, the Selling Security Holder Restricted Period set forth herein does not commence until Executive is judged by a court of competent jurisdiction to be in full compliance with this Agreement; and (h) the covenants contained in ARTICLE VI are reasonable with respect to their duration, geographic area and scope. If, at the Registrable Securities beneficially owned by time of enforcement of such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed bycovenants, and construed in accordance witha court holds that the restrictions stated herein are unreasonable under the circumstances then existing, the laws of parties hereto agree that the State of New Yorkmaximum period, scope or geographic area legally permissible under such circumstances will be substituted for the period, scope or area stated herein.

Acknowledgements. The undersigned Each Cybeats Shareholder acknowledges that it understands its obligation to comply and agrees with the provisions Issuer as follows: (a) the transfer of the Securities Exchange Act of 1934, as amendedCybeats Shares to the Issuer, and the rules thereunder relating issuance of the Issuer Consideration Shares to stock manipulation, particularly Regulation M thereunder the Cybeats Shareholders will be made pursuant to appropriate exemptions (the “Exemptions”) from the formal takeover bid and prospectus (or any successor rules or regulations), in connection with any offering equivalent) requirements of Registrable Securities Applicable Laws; (b) as a consequence of acquiring the Issuer Consideration Shares pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting Exemptions: (i) the Issuer is relying on its behalf an exemption from the requirements to provide the Cybeats Shareholders with a prospectus and to, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by Securities Laws, including statutory rights of rescission or damages, will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant not be available to the Registration Rights Agreement, Cybeats Shareholders; (ii) the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such Cybeats Shareholders may not receive information as may that might otherwise be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the CompanyCybeats Shareholders, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, Issuer is relieved from certain obligations that would otherwise apply under Securities Laws if the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be Exemptions were not being relied upon by the Company in connection Issuer; (iii) there is no government or other insurance covering the Issuer Consideration Shares; (iv) there are risks associated with the preparation or amendment acquisition of the Shelf Registration Statement Issuer Consideration Shares; and (v) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Issuer Consideration Shares; (c) each Cybeats Shareholder is knowledgeable of, or has been independently advised as to, the Applicable Law of that jurisdiction which applies to the sale of the Cybeats Shares and the related prospectus. Once this Notice issuance of the Issuer Consideration Shares and Questionnaire which may impose restrictions on the resale of such Issuer Consideration Shares and it is executed the responsibility of each Cybeats Shareholder to become aware of what those resale restrictions are, and to comply with them before selling any of the Issuer Consideration Shares; and (d) the Cybeats Shareholders acknowledge that the certificates for the Issuer Consideration Shares may bear an applicable legend or legends respecting restrictions on transfers as required by the Selling Security Holder and received by the Company, the terms Section 2.3 of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed Agreement (or legend notation on each applicable Issuer Consideration Shares issued electronically in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New Yorka direct registration system).

Acknowledgements. Your Directors would like to express their appreciation for the assistance and co- operation received from Bankers, Customers, Members, Employees Vendors and all other persons associated with the Company during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company’s executives, staff and workers. To, The undersigned acknowledges Members, ▇▇▇▇▇ SECURITY (GUJARAT) PRIVATE LIMITED We have audited the accompanying financial statements of ▇▇▇▇▇ SECURITY (GUJARAT) PRIVATE LIMITED (“the Company”), which comprise the Balance Sheet as at 31ST March 2022, the Statement of Profit & Loss for the year then ended, the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31ST 2022, and profit/loss, for the year ended on that it understands its obligation date. We have conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our Responsibility under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to comply with our audit of the financial statements under the provisions of the Securities Exchange Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Reporting of key audit matters as per SA 701, Key Audit Matters are not applicable to the Company as it is an unlisted Company. The Company’s board of directors are responsible for the preparation of the other information. The other information comprises the information included in the Board’s Report including Annexures to Board’s Report, Business Responsibility Report but does not include the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and in doing so consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. The Company’s Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of 1934the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as amendedapplicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so. The Board of Directors are also responsible for overseeing the Company’s financial reporting process. Our Objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the rules thereunder relating aggregate, they could reasonably be expected to stock manipulationinfluence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with SAs, particularly Regulation M thereunder (we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or any successor rules error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intention omissions, misrepresentations, or regulations), in connection with any offering the override of Registrable Securities pursuant internal control. • Obtain an understanding of internal financial controls relevant to the Registration Rights Agreementaudit in order to design audit procedures that are appropriate in the circumstances. The undersigned agrees that neither it nor any person acting Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, whether the Company has agreed under certain circumstances adequate internal financial controls system in place and operating effectiveness of such controls. • Evaluate the appropriateness of accounting policies used and the reasonableness of the accounting estimates and related disclosures made by management. • Conclude on the appropriateness of the managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to indemnify events or conditions that may cast significant doubt on the Selling Security Holders against certain liabilitiesCompany’s ability to continue as a going concern. In accordance If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report, However future events or conditions may cause the Company to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures and whether the financial statements represent the underlying transactions and events in a matter that achieves fair presentation. Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements. We communicate with those charged with governance regarding, among other matters, the planned scope, and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with the undersignedrelevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are thereon the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. 1. As required by the Companies (Auditor’s obligation under Report) Order, 2020 (“the Registration Rights Agreement Order”), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Companies Act, 2013, we give in the Annexure-“A”, a statement on the matters specified in the paragraph 3 and 4 of the order to provide such the extent applicable. 2. As required by Section 143(3) of the Act, we report that: a. We have sought and obtained all the information and explanation which to the best of our knowledge and belief were necessary for the purpose of our audit; b. In our opinion, proper books of account as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon have been kept by the Company so far as appears form our examination of those books. c. The Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in connection agreement with the preparation or amendment books of account. d. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Shelf Registration Statement and Act, read with Rule 7 if the related prospectus. Once this Notice and Questionnaire is executed Companies (Accounts) Rules, 2014. e. On the basis of the written representations received from the directors as on March 31, 2022, taken on record by the Selling Security Holder and received by Board of Director, none of the Companydirector is disqualified as on March 31, the 2022, from being appointed as a director in terms of this Notice and Questionnaire and Section 164(2) (g) of the representations and warranties contained herein shall be binding on, shall insure Act. f. With respect to the benefit adequacy of and shall be enforceable by the respective successors, heirs, personal representatives and assigns internal financial controls over financial reporting of the Company and the Selling Security Holder with operating effectiveness of such controls, clause (i) of section 143(3) of Companies Act 2013 is not applicable as per Notification No. G.S.R 464 (E) dated 13th Day of June, 2018. g. With respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed other matters to be included in Item 3 above. This Notice and Questionnaire shall be governed by, and construed the Auditors’ Report in accordance withwith Rule 11 of the Companies (Audit and Auditors) Rules, 2014 and to the best of our information and according to the explanation given to us: I. The Company does not have any pending litigations which would impact its financial position except show cause notice for likely evasion of GST is issued by Superintendent GST Dept. 11/12/2019, 18/08/2020 and 28/07/2020. No demand is raised by Department yet. II. The Company does not have any long term contracts including derivatives contracts for which there were any material foreseeable losses. III. There were no amounts which were required to be transferred to the Investor Education and Protection fund by the Company. FOR, ▇▇▇▇▇▇ ▇. ▇▇▇▇ & CO. CHARTERED ACCOUNTANTS‌ The Annexure referred to in our report to the members of ▇▇▇▇▇ SECURITY (GUJARAT) PRIVATE LIMITED for the year ended 31st March, 2022. 1. In respect of the Company’s Property, Plant and Equipment: - The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment. - The Company has maintained proper records showing full particulars of Tangible Assets. - The major Property, Plant and Equipment’s of the Company have been physically verified by the management at reasonable intervals during the year and no material discrepancies were noticed on such verification. - According to the information and explanation given to us, the laws title deeds of the State immovable properties (other than properties where the company is the lessee and the lease agreements are duly executed in favour of New Yorkthe lessee) are held in name of the Company. - The Company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets or both during the year. - According to the information and explnation given to us, no proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act 1988 and rules made thereunder during the year. 2. As the Company is in business of providing manpower services, Company does not have any inventory. 3. According to the information and explanation given to us, the company has not made investments or provided any guarantee or security or granted any loans or advances in nature of loans, secured or unsecured to Companies, firms, Limited Liability Partnerships or any other parties. 4. In our opinion and according to information and explanation given to us, in respect of loans, investments, guarantees and security all mandatory provisions of Section 185 and 186 of the Companies Act 2013 have been complied with. 5. In our opinion and according to information and explanation given to us, the company has not accepted any deposits or amounts which are deemed to be deposits under the directives of the RBI and the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules framed thereunder. 6. Maintenance of cost records has not been specified by the Central Government under sub- section (1) of section 148 of the Companies Act, 2013 as a Company has not required to maintain cost records under sub-section (1) of section 148 of the Companies Act, 2013 and accordingly paragraph 3(vi) of the order is not applicable. 7. According to the information and explanation given to us and on the basis of our examination of the records of the Company, Company is regular in depositing undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities except as mentioned below. Statute Nature of Dues Amount in Period to Forum where dispute is Rs. which pending relates INCOME TAX INCOME TAX 2,08,220/- A Y 2019-20 Pending with Income Tax ACT,1961 Dept. Ahmedabad. INCOME TAX INCOME TAX 97,640/- A Y 2020-21 Pending with Income Tax ACT,1961 Dept. Ahmedabad. -Dues of Goods and Service Tax and Service Tax have been deposited on time except show cause notice for likely evasion of GST is issued by Superintendent GST Dept. 11/12/2019, 18/08/2020 and 28/07/2020. No demand is raised by Department yet. - Due to nature of business and no of employees employed, a test checking of Salary Expenses, PF and ESIC (Employer and Employee ) is done. 8. In our opinion and according to the information and explanations given to us, the Company has not delayed in repaying outstanding dues to any financial institutions or banks or any government or any debenture holders during the year. Accordingly, paragraph 3(viii) of the order is not applicable. 9. The company doesn’t raise any money by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, paragraph 3(ix) of the order is not applicable. 10. According to the information and explanation given to us, Company has no transactions not recorded in the books of account have been surrendered or discl

Acknowledgements. The undersigned acknowledges that it understands its obligation to comply You acknowledge receipt and understanding of the above referral disclosure, and further confirm your understanding and agree with the provisions Referring Entity and the Receiving Entity that: If you consent to a referral, we (or, if InvestorLine is not the Referring Entity, the Referring Entity) may disclose Information about you to the Receiving Entity in order to make the referral and allow for the ongoing administration of the Securities Exchange Act referral. The word “Information” means financial and financially-related information about you, including information to identify you or qualify you for products and services, or information needed for regulatory requirements. All activity requiring registration resulting from the Referral Arrangement will be provided by the Receiving Entity or outsourced to a party duly licensed or registered to carry on such activity. It is illegal for any party to the Referral Agreement to effect trades, advise in respect of 1934certain securities or engage in investment fund management if it is not duly licensed or registered under applicable securities legislation as an investment dealer, as amendedan adviser or an investment fund manager. The Referring Entity does not have authority to make any commitments for or on behalf of the Receiving Entity; you will deal directly with the Receiving Entity in respect of any products or services the Receiving Entity may provide to you. The Referring Entity and its employees and officers are not and will not be deemed to be agents, employees or representatives of the Receiving Entity, and the rules thereunder Receiving Entity is not responsible for any acts, omissions, statements or negligence of the Referring Entity or any employee or officer of the Referring Entity. Referral Fees are paid by the Receiving Entity and may change from time to time. You are under no obligation to purchase any product or service of the Receiving Entity. According to the National Instrument 54-101, Communication with Beneficial Owners of Securities of a Reporting Issuer, the securities in your account with us are not registered in your name but in our name or the name of another person or company holding your securities on our behalf. You are referred to as the “beneficial owner” of your securities. The issuers of the securities in your account may not know the identity of the beneficial owner. We are required under securities law to obtain your instructions concerning the various matters below relating to stock manipulationyour holding of securities in your account. Please indicate your instructions by completing the National Instrument 54-101– Shareholder Communication Information section in the Account Application form. Securities law permits reporting issuers and other persons and companies to send materials related to the affairs of the reporting issuer directly to beneficial owners if the beneficial owner does not object to having contact information disclosed to the reporting issuer or other persons and companies. Part 1 of the National Instrument 54-101 allows you to tell us if you OBJECT to the disclosure by us to the reporting issuer or other persons or companies of your beneficial ownership information, particularly Regulation M thereunder (or consisting of your name, address, email, securities holdings and preferred language of communication. Securities legislation restricts the use of your beneficial ownership information to matters relating to the affairs of the reporting issuer. If you ALLOW us to disclose your beneficial ownership information, please mark “Yes” in Part 1 of the National Instrument 54-101. You will not be charged with any successor rules or regulations)costs associated with sending shareholder materials to you. If you DO NOT ALLOW us to disclose your beneficial ownership information, please mark “No” in Part 1 of the form. If you do this, all materials to be delivered to you as a beneficial owner of securities will be delivered by us and you will be responsible for any costs associated with providing these materials to you. For securities that you hold through your account, you have the right to receive proxy-related materials sent by reporting issuers to registered holders of their securities in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation meetings of such provisionsshareholders. The Selling Security Holder hereby acknowledges its obligations under Among other things, this permits you to receive the Registration Rights Agreement necessary information to indemnify and hold harmless certain persons set forth therein. Pursuant allow you to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilitieshave your securities voted in accordance with your instructions at a shareholder meeting. In accordance with the undersigned’s obligation under the Registration Rights Agreement addition, reporting issuers may choose to provide such information as may be required by law for inclusion in the Shelf Registration Statementsend other shareholder materials to beneficial owners, the undersigned agrees although they are not obliged to promptly notify the Company do so. Security holder materials sent to beneficial owners of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion securities consist of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New York.following materials:

Acknowledgements. The undersigned acknowledges that it understands its obligation Pursuant to comply with the provisions of the Securities Exchange federal Age Discrimination in Employment Act of 19341967 (“ADEA”), as amended, and amended by the rules thereunder relating to stock manipulation, particularly Regulation M thereunder Older Workers Benefit Protection Act (or any successor rules or regulations“OWBPA”), in connection with the undersigned’s release of claims under the ADEA (and any offering of Registrable Securities pursuant to similar state or local law), the Registration Rights Agreementundersigned acknowledges that: (a) The undersigned has read this document and understands its legal and binding effect. The undersigned agrees is acting voluntarily and of his own free will in signing this Release. (b) The consideration that neither it nor any person acting on its behalf the undersigned will engage receive in any transaction exchange for signing this Release is in violation addition to anything of such provisionsvalue to which the undersigned is already entitled. The Selling Security Holder hereby undersigned acknowledges its obligations under that except as explicitly provided in the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Separation Agreement, the Company has agreed under certain circumstances does not owe the undersigned any additional monies and the Company shall have no further obligations to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under . (c) The undersigned has had the Registration Rights Agreement opportunity to provide such information as may be required by law for inclusion consult with, and was advised in the Shelf Registration Statementwriting to seek, legal counsel before the undersigned agrees decided to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to sign this Release. (d) The undersigned has been given at least twenty-one (21) days from the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion received this Release to consider its terms and decide whether to sign it. The undersigned knowingly and voluntarily waives the remainder of the Registrable Securities listed in Item 3 above after this 21-day period, if any, following the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under signed this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectusRelease. The undersigned understands that such information if he waives some portion of the 21-day period, the Company may expedite processing of the consideration provided to the undersigned in exchange for signing this Release. (e) The undersigned understands that by signing this Release, he is releasing the Company from any and all known and unknown claims that he may have against any person or entity released hereunder up to the date of this Release; (f) The undersigned agrees that subject to applicable law, changes to this Release, whether material or immaterial, will be relied upon not restart the running of the 21-day consideration period. (g) The undersigned has: (i) received all compensation due the undersigned as a result of services performed for the Company with the receipt of his final paycheck, except as expressly provided in the Separation Agreement; (ii) reported to the Company any and all work-related injuries incurred by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received undersigned during his employment by the Company, the terms ; and (iii) been provided any leave of this Notice absence because of his own or a family member’s health condition and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure has not been subjected to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect any improper treatment due to the Registrable Securities beneficially owned by any request for or taking such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New Yorkleave.

Acknowledgements. The undersigned Sellers each acknowledge and agree as follows: (a) Ladenburg may now possess and may hereafter possess certain information about Ladenburg and its financial condition, results and prospects including, without limitation, historic, projected or pro forma quarterly or annual financial results and other financial information, future financing plans and strategies, future acquisition plans and strategies, pending contracts and any other financial or other information concerning Ladenburg (collectively, “Information”), that may or may not be independently known to the Sellers. (b) The Sellers have entered into this Agreement and agrees to consummate the Transactions notwithstanding that the Sellers are aware that Information may exist and that such Information may not have been disclosed by Ladenburg to it, and confirms and acknowledges that neither the existence of any Information, nor the substance of it, nor the fact that it understands its obligation may not have been disclosed by Ladenburg to comply the Sellers, would in any way impact his determination to enter into this Agreement and to consummate the purchase and sale of the Shares pursuant hereto. The Sellers further acknowledge that they have independently determined to enter into the Transactions and that they did not request, receive or rely upon any statement or representation regarding the value of the Shares, the Notes, the Stock Options or any other asset from Ladenburg. The Sellers agree that they shall not s▇▇, commence litigation or make any claim arising out of or related to any omission by Ladenburg to disclose Information to the Sellers. (c) Each of the Sellers is a (i) an accredited investor as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended and (ii) a sophisticated investor with the provisions knowledge, sophistication and experience in financial and business matters that such Seller is capable of evaluating the merits and risks of entering into this Agreement and contemplating the Transactions. Each of the Securities Exchange Act of 1934Sellers has had the opportunity to conduct its own investigation, as amendedto the extent the Sellers have deemed it necessary and desirable, and have adequate information concerning the rules thereunder relating business, financial condition and future prospects of Ladenburg to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations)make an informed decision regarding the Transaction and have independently, in connection consultation with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting their counsel and without reliance upon Ladenburg, and based on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion they have deemed appropriate, including their own current financial condition, in the Shelf Registration Statement, the undersigned agrees their independent judgment made their own analysis and determined that it is in their own best interest to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof enter into this Agreement at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address this time. (d) Except as set forth below. In the event that the undersigned transfers all in Section 4 hereof, Ladenburg and its shareholders, officers, directors, employees, agents or affiliates have not made and do not make any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Companyrepresentation or warranty, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnairewhether express or implied, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder including without limitation with respect to the Registrable Securities beneficially owned by such Selling Security Holder business, condition (financial or otherwise), properties, prospects, creditworthiness, status or affairs of Ladenburg, of any kind or character. Each Seller acknowledges that Ladenburg is relying on the representations, agreements and listed acknowledgements set forth in Item 3 above. This Notice Sections 4, 6 and Questionnaire shall be governed by9 in engaging in the Transactions, and construed would not engage in accordance with, the laws Transactions in the absence of the State of New Yorksuch representations and agreements.

Acknowledgements. The undersigned Selling Securityholder acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering offer or sale of Registrable Securities pursuant to the Registration Rights AgreementSecurities. The undersigned Selling Securityholder agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby Securityholder acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, the Company has BPLP and BXP have agreed under certain circumstances to indemnify the Selling Security Holders Securityholder against certain liabilities. In accordance with the undersignedSelling Securityholder’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Resale Registration Statement, the undersigned Selling Securityholder agrees to promptly notify the Company BXP of any inaccuracies or changes in the information provided herein in this Notice and Questionnaire that may occur subsequent to after the date hereof of this Notice and Questionnaire at any time while the Shelf Resale Registration Statement remains effective. All notices hereunder Notices to the Selling Securityholder relating to this Notice and Questionnaire or pursuant to the Registration Rights Agreement shall will be made by email, or in writing writing, at the email or physical address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement2 above. By signing this Notice and Questionnairebelow, the undersigned Selling Securityholder consents to the disclosure of the information contained herein in this Notice and Questionnaire in its answers to Items (1) 1 through (6) above 9 and the inclusion of such information in the Shelf Resale Registration Statement and the related prospectus. The undersigned Selling Securityholder understands that such information will be relied upon by the Company BPLP and BXP in connection with the preparation or amendment of the Shelf Resale Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New York.

Acknowledgements. The undersigned BD hereby acknowledges and understands that: (a) In selling the Shares to BD, the Company is relying upon BD’s representation and warranty set forth herein that BD is an accredited investor, as defined in the Securities Act of 1933, as amended (the “Securities Act”). (b) An investment in the Shares is speculative in nature and involves a high degree of risk and, therefore, BD is assuming a substantial risk of its entire investment in the Company. (c) No federal or state agency has made any finding or determination as to the fairness of an investment in the Company, or any recommendation or endorsement thereof. BD acknowledges that the Company has made available to it understands at a reasonable time prior to its obligation investment the opportunity to comply with ask questions and receive answers concerning the provisions terms and conditions of BD’s investment and to obtain any additional information which the Company possesses or can acquire without unreasonable effort or expense that is relevant to BD’s decision to make the investment. (d) The Shares have not been registered under the Securities Exchange Act of 1934, as amendedor any state securities law, and the rules thereunder relating Company has made no undertaking to stock manipulationeffect any such registration. Accordingly, particularly Regulation M thereunder BD must bear the economic risk of the investment indefinitely because none of the Shares may be sold or otherwise disposed of, and (without limiting any restrictions contained in the Certificate) the Company will not transfer any of the Shares on its books, unless such Shares are subsequently registered under the Securities Act and any applicable state securities law or any successor rules or regulations), in connection with any offering of Registrable Securities the Company’s consent pursuant to the Registration Rights Stockholders’ Agreement. The undersigned agrees Further, there is no present public market for the Shares and there can be no assurance that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under a market for the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all Shares or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns other securities of the Company and will ever develop. (e) The certificate(s) evidencing the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 aboveShares will contain legends substantially as follows: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, MADE SUBJECT TO A SECURITY INTEREST, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND SUCH LAWS, OR AS OTHERWISE SET FORTH HEREIN AND IN THE STOCKHOLDERS’ AGREEMENT OF THE COMPANY, AS MAY BE AMENDED FROM TIME TO TIME. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New YorkTHE CORPORATION WILL FURNISH A COPY OF SAID STOCKHOLDERS’ AGREEMENT TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Acknowledgements. The undersigned Selling Stockholder acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities Common Stock pursuant to the Shelf Registration Rights AgreementStatement. The undersigned Selling Stockholder agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder Stockholder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the CompanyBy signing below, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned Selling Stockholder consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned Selling Stockholder understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder Stockholder and received by the Company, the terms of this Notice and Questionnaire Questionnaire, and the representations and warranties contained herein herein, shall be binding on, shall insure inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder undersigned with respect to the Registrable Securities Common Stock beneficially owned by such Selling Security Holder and listed in Item 3 abovethe undersigned registered on the Shelf Registration Statement. This Notice and Questionnaire shall be governed by, and construed in accordance with, all respects by the laws of the State of New YorkDelaware.

Acknowledgements. The undersigned Executive specifically acknowledges and agrees that it understands its obligation by entering into this Agreement and in exchange for the consideration described in paragraph 3 above to comply with which Executive otherwise would not be entitled, Executive is waiving and releasing any and all rights and claims that Executive may have arising from the provisions of the Securities Exchange Act of 1934Age Discrimination in Employment Act, as amended, which have arisen on or before the date of execution of this Agreement. Executive further expressly acknowledges and agrees that: (a) EXECUTIVE HAS READ AND UNDERSTANDS THIS AGREEMENT AND IS ENTERING THIS AGREEMENT KNOWINGLY AND VOLUNTARILY. (b) Executive understands and agrees that, by signing this Agreement, Executive is giving up any right to file legal proceedings against ▇▇▇▇▇▇▇▇ Creek arising on or before the rules thereunder relating to stock manipulation, particularly Regulation M thereunder date of the Agreement. Executive is not waiving (or any successor rules giving up) rights or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein claims that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above arise after the date on the Agreement is executed. (c) EXECUTIVE IS HEREBY ADVISED IN WRITING BY THIS AGREEMENT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT. EXECUTIVE REPRESENTS THAT THIS AGREEMENT HAS BEEN FULLY EXPLAINED BY THE EXECUTIVE'S ATTORNEY, OR THAT EXECUTIVE HAS WAIVED CONSULTATION WITH AN ATTORNEY, CONTRARY TO ▇▇▇▇▇▇▇▇ CREEK'S RECOMMENDATION. (d) Executive understands and represents that Executive has had twenty-one (21) days from the day Executive received this Agreement, not counting the day upon which such information is provided Executive received it, to consider whether Executive wishes to sign this Agreement. Executive further acknowledges that if Executive signs this Agreement before the Companyend of the twenty-one (21) day period, it will be Executive's personal, voluntary decision to do so and Executive has not been pressured to make a decision sooner. (e) Executive further understands that Executive may revoke (that is, cancel) this Agreement for any reason within seven (7) calendar days after signing it. Executive agrees that the revocation will be in writing and hand-delivered or mailed to ▇▇▇▇▇▇▇▇ Creek. If mailed, the undersigned agrees revocation will be postmarked within the seven (7) day period, properly addressed to notify the transferee(s) at the time of transfer of its rights ▇▇▇▇▇▇▇▇ CREEK METALS COMPANY USA, Attn: Chief Executive Officer, ▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇; and obligations sent by certified mail, return receipt requested. Executive understands that Executive will not receive any payment under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed byAgreement if Executive revokes it, and construed in accordance withany event, Executive will not receive any payment until after the laws of the State of New Yorkseven (7) day revocation period has expired.

Acknowledgements. You acknowledge receipt and understanding of the above referral disclosure, and further confirm your understanding and agree with the Referring Entity and the Receiving Entity that: If you consent to a referral, we (or, if InvestorLine is not the Referring Entity, the Referring Entity) may disclose Information about you to the Receiving Entity in order to make the referral and allow for the ongoing administration of the referral. The undersigned acknowledges that word “Information” means financial and financially related information about you, including information to identify you or qualify you for products and services, or information needed for regulatory requirements. All activity requiring registration resulting from the Referral Arrangement will be provided by the Receiving Entity or outsourced to a party duly licensed or registered to carry on such activity. It is illegal for any party to the Referral Agreement to effect trades, advise in respect of certain securities or engage in investment fund management if it understands is not duly licensed or registered under applicable securities legislation as an investment dealer, an adviser or an investment fund manager. The Referring Entity does not have authority to make any commitments for or on behalf of the Receiving Entity; you will deal directly with the Receiving Entity in respect of any products or services the Receiving Entity may provide to you. The Referring Entity and its employees and officers are not and will not be deemed to be agents, employees or representatives of the Receiving Entity, and the Receiving Entity is not responsible for any acts, omissions, statements or negligence of the Referring Entity or any employee or officer of the Referring Entity. Referral Fees are paid by the Receiving Entity and may change from time to time. You are under no obligation to purchase any product or service of the Receiving Entity. Part C National Instrument 54-101 – Shareholder Communication Information COMMUNICATION WITH BENEFICIAL OWNERS OF SECURITIES OF A REPORTING ISSUER According to the National Instrument 54-101, Communication with Beneficial Owners of Securities of a Reporting Issuer, the securities in your account with us are not registered in your name but in our name or the name of another person or company holding your securities on our behalf. You are referred to as the “beneficial owner” of your securities. The issuers of the securities in your account may not know the identity of the beneficial owner. We are required under securities law to obtain your instructions concerning the various matters below relating to your holding of securities in your account. Please indicate your instructions by completing the National Instrument 54-101– Shareholder Communication Information section in the Account Application form. Depending on the Securities in your account, other laws, including the European Union Shareholder Rights Directive II, may require us to disclose your personal information (such as your name and contact information,) and your account information to issuers and regulators, and to send you information about the issuers. We will have no liability to you for actions taken, or not take, by us or our agents in good faith and intended to comply with the any provisions of applicable law. Disclosure of Beneficial Ownership Information Canadian securities law permits reporting issuers and other persons and companies to send materials related to the Securities Exchange Act affairs of 1934the reporting issuer directly to beneficial owners if the beneficial owner does not object to having contact information disclosed to the reporting issuer or other persons and companies. Part 1 of the National Instrument 54-101 allows you to tell us if you OBJECT to the disclosure by us to the reporting issuer or other persons or companies of your beneficial ownership information, as amendedconsisting of your name, address, email, securities holdings and preferred language of communication. Canadian securities legislation restricts the rules thereunder use of your beneficial ownership information to matters relating to stock manipulationthe affairs of the reporting issuer. If you ALLOW us to disclose your beneficial ownership information, particularly Regulation M thereunder (or please mark “Yes” in Part 1 of the National Instrument 54-101. You will not be charged with any successor rules or regulations)costs associated with sending shareholder materials to you. If you DO NOT ALLOW us to disclose your beneficial ownership information, please mark “No” in Part 1 of the form. If you do this, all materials to be delivered to you as a beneficial owner of securities will be delivered by us and you will be responsible for any costs associated with providing these materials to you. Receiving Shareholder Materials For securities that you hold through your account, you have the right to receive proxy-related materials sent by reporting issuers to registered holders of their securities in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation meetings of such provisionsshareholders. The Selling Security Holder hereby acknowledges its obligations under Among other things, this permits you to receive the Registration Rights Agreement necessary information to indemnify and hold harmless certain persons set forth therein. Pursuant allow you to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilitieshave your securities voted in accordance with your instructions at a shareholder meeting. In accordance with the undersigned’s obligation under the Registration Rights Agreement addition, reporting issuers may choose to provide such information as may be required by law for inclusion in the Shelf Registration Statementsend other shareholder materials to beneficial owners, the undersigned agrees although they are not obliged to promptly notify the Company do so. Securityholder materials sent to beneficial owners of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion securities consist of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above. This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of New York.following materials:

Acknowledgements. The undersigned Client acknowledges receipt of SAA's Wrap Fee Brochure, the Advisor Brochure Supplement for all individuals providing investment advice on the account and, if applicable, Independent Advisor's Form ADV Part 2. Client also acknowledges receipt of Envestnet Asset Management, Inc.'s Form ADV Part 2. Client acknowledges receipt of the Managed Opportunities Program Client Agreement and the Managed Opportunities Investment Strategy Summary, which are hereby referenced and incorporated into this Agreement. Client also acknowledges receipt of information and disclosures, contained in the Client Agreement, related to additional commissions and revenue sharing. Client hereby acknowledges receipt of the Privacy Policy of SAA and, if applicable, Independent Advisor, adopted in accordance with Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1999, as amended and regulations promulgated thereunder. This Application and Summary shall serve as Client's acknowledgement of IAR's referral of Client to SAA, or if applicable to Independent Advisor, with respect to Mutual Fund Asset Allocation Portfolios, Separate Account Portfolios and Unified Managed Account Portfolios. Client acknowledges that it understands its obligation IAR (whether an SAA IAR or an Independent Advisor IAR) is referring Client to comply with the provisions SAA for a part of the Securities Exchange Act of 1934Managed Opportunities Program Management Fees, as amended, and disclosed in the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights AgreementSummary. The undersigned agrees compensation IAR receives for recommending a particular Program portfolio option over different portfolio options may vary, so that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisionsthe IAR may have a financial incentive to recommend certain portfolio options over other portfolio options. The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights This Agreement, the Company has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities. In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion defined above and in the Shelf Registration StatementClient Agreement, represents the undersigned agrees to promptly notify entire Agreement between the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below. In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement. By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder parties with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 abovesubject matter contained herein. This Notice Agreement may be amended at any time by execution of an amendment in writing by all parties hereto or by written notice of such amendment provision from SAA to Client and Questionnaire Independent Advisor as set forth herein. Any such amendment to this Agreement shall be governed bybinding and effective: (i) upon execution in writing by all parties hereto, or (ii) upon the date thirty (30) days after written notice from SAA to Client and construed in accordance with, the laws Independent Advisor of the State amendment provisions pursuant to the notice provisions of New York.this Agreement; provided, that Client may immediately terminate this Agreement upon notice to SAA and Independent Advisor if such amendment provisions are not acceptable to Client. Reset 11012