Common use of LIST OF EXHIBITS Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesElev8 Brands, Inc. Inc., Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesElev8 Brands, Inc.,a Nevada , a Utah corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ (the "GHS Investments, LLC(the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 0.00001 par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ (File No. 333-__-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's ’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date: RE: Put Notice Number __ Dear Mr./Ms.__________, This is to inform you that as of today, Elev8 Brands, Inc., a Utah corporation (the “Company”), hereby elects to exercise its right pursuant to the Equity Financing Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $__________. The Pricing Period runs from _______________ until _______________. The Purchase Price is: $_______________ The number of Put Shares Due:___________________. The current number of shares of common stock issued and outstanding is: _________________. The number of shares currently available for issuance on the S-1 is: ________________________. Regards, Elev8 Brands, Inc., By: Name: Title: EXHIBIT D PUT SETTLEMENT SHEET Date: ________________ Dear Mr. ________, Pursuant to the Put given by Elev8 Brands, Inc., to GHS Investments LLC (“GHS”) on _________________ 201_, we are now submitting the amount of common shares for you to issue to GHS. Please have a certificate bearing no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the following account: If not DWAC eligible, please send FedEx Priority Overnight to: Once these shares are received by us, we will have the funds wired to the Company. Regards, GHS INVESTMENTS LLC By: Name: Title

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

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

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

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's ’s Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT (Attached) EXHIBIT B OPINION OF COMPANY’S COUNSEL (Attached) EXHIBIT C FORM OF PUT NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] ReRE: Xxxxx Xxxxxxx Racing StablesPut Notice Number Dear Xx. Xxxxxxxx: This is to inform you that as of today, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesAdvanced Life Sciences Holdings, Inc.,a Nevada , a Delaware corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") hereby elects to exercise its right pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment AgreementAgreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $ . The Pricing Period runs from until . The Suspension Price is $ . The current number of shares issued and outstanding as of the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") are: The number of shares currently available for resale pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File NoS-1 for the Equity Line are: . 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating Regards, Advanced Life Sciences Holdings, Inc. By: Name: Title: EXHIBIT D FORM OF PUT SETTLEMENT SHEET Date: RE: Advanced Life Sciences Holdings, Inc. Dear : Pursuant to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoingPut given by Advanced Life Sciences Holdings, Inc. to Dutchess Opportunity Fund, II, LP on 201 , we advise are now submitting the amount of common shares for you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] to issue to Dutchess. Please deliver shares without restrictive legend via book entry to Dutchess Opportunity Fund, II, LP immediately and send via DWAC to the best of our knowledgefollowing account: XXXXXX Once these shares are received by us, after telephonic inquiry of a member of we will have the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant funds wired to the Registration StatementCompany. Very truly yoursRegards, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:Xxxxxxx X. Xxxxxxxx

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

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

LIST OF EXHIBITS. EXHIBIT EXHIBITS: --------- Exhibit A Registration Rights Revolving Credit Note Exhibit A-1 Term Note Exhibit A-2 Acquisition Note Exhibit B Borrowers' and each Subsidiary's Business Locations Exhibit C Form of Borrowing Base Certificate Exhibit D Jurisdictions in which Borrowers and each Subsidiary are Authorized to do Business Exhibit E Capital Structure of Borrowers Exhibit F Corporate Names Exhibit G Tax Identification Numbers of Subsidiaries Exhibit H Patents, Trademarks, Copyrights and Licenses Exhibit I Certain Business Practices Exhibit J Litigation Exhibit K Capitalized Leases Exhibit L Operating Leases Exhibit M Pension Plans Exhibit N Labor Contracts Exhibit O Compliance Certificate Exhibit P Permitted Liens Exhibit Q Schedule of Documents Exhibit R Inactive Subsidiaries Exhibit S Medicare and Medicaid Exhibit T Existing Indebtedness Exhibit U Settlement Reserves Exhibit V Surety Obligations Exhibit W Payroll Accounts Exhibit X Material Contracts Exhibit Y Financial Statement Changes LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT is made this 30th day of October, 1998, by and among RAMSAY HEALTH CARE, INC., a Delaware corporation ("HOLDINGS"), with its principal place of business at Columbus Center, One Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxx 00000, xxch of the Subsidiaries of Holdings party to this Agreement and listed in EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables, Inc.,a Nevada corporation (the "CompanyHOLDINGS SUBSIDIARIES"), each of which is a corporation or other legal entity as indicated in EXHIBIT B, is organized under the laws of the jurisdiction indicated in EXHIBIT B, and has its principal place of business at the location indicated in EXHIBIT B (Holdings, the Holdings Subsidiaries, and each other Subsidiary of Holdings or of any Subsidiary of Holdings from time to time party to this Agreement are hereinafter collectively referred to as "BORROWERS" and each individually as a "BORROWER"), and have represented the Company FLEET CAPITAL CORPORATION, a Rhode Island corporation (in connection its individual capacity, "FCC"), with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stockoffices at 2711 Xxxxx Xxxxxxx Xxxxxx, $.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment AgreementSuite 2100, the Company also has entered into LB 21, Dallas Texas 75204, as a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities Lender (as hereinafter defined in the Registration Rights AgreementAPPENDIX A), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933and as agent for all Lenders, as amended (the in such capacity, "1933 ActAGENT"), and such Persons (as hereinafter defined in APPENDIX A) who are or hereafter become parties to this Agreement as Lenders. In connection Capitalized terms used in this Agreement have the meanings assigned to them in APPENDIX A, General Definitions. Accounting terms not otherwise specifically defined herein shall be construed in accordance with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:GAAP consistently applied.

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

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

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

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

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

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

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

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

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

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] Escrow Release Statement EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date:__________ Transfer Agent: _________________ [TRANSFER AGENT] ReAddress: Xxxxx Xxxxxxx Racing Stables, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables, Inc.,a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _______________________ _______________________________ Attn: __________________________ Email: _________________________ Re: The 4 Less Group, Inc. Ladies and Gentlemen: We are counsel to The 4 Less Group, Inc., a Nevada corporation (the "“Company”), and have represented the Company in connection with that certain Standby Equity Commitment Agreement (the “Investment Agreement”) entered into by and among the Company and GC Investments I, LLC (the “Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 with no par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ , 20___, 2006, the Company filed a Registration Statement on Form S- ___ S-1 (File No. 333--__________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's ’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] _____on [enter the date of effectiveness] _____, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC SEC, and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:

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

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

LIST OF EXHIBITS. Exhibit 1: Stock Power and Spouse Consent Exhibit 2: Election Under Section 83(b) of the Internal Revenue Code EXHIBIT A Registration Rights 1 STOCK POWER AND ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED and pursuant to that certain Stock Restriction Agreement EXHIBIT B Opinion dated as of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesMarch , Inc. Ladies 2015 (the “Agreement”), the undersigned hereby sells, assigns and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stablestransfers unto , shares of the Common Stock, $0.0001 par value per share, of Aeglea BioTherapeutics, Inc.,a Nevada , a Delaware corporation (the "“Company"”), and have represented standing in the undersigned’s name on the books of the Company represented by Certificate No(s). delivered herewith, and does hereby irrevocably constitute and appoint the Secretary of the Company as the undersigned’s attorney-in-fact, with full power of substitution, to transfer said stock on the books of the Company. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND ANY EXHIBITS THERETO. Dated: STOCKHOLDER (Signature) (Please Print Name) (Spouse’s Signature, if any) (Please Print Spouse’s Name) Instructions to Stockholder: Please do not fill in connection with that certain Investment any blanks other than the signature line. The purpose of this Stock Power and Assignment is to enable the Company and/or its assignee(s) to acquire the shares upon exercise of its “Repurchase Option” and “Right of First Refusal” set forth in the Agreement without requiring additional signatures on the part of the Stockholder or Stockholder’s Spouse, if any. SPOUSE CONSENT The undersigned spouse of (“Stockholder”) has read, understands and hereby approves all the terms and conditions of the Stock Restriction Agreement dated March , 2015 (the “Agreement”), by and between Stockholder and Aeglea BioTherapeutics, Inc., a Delaware corporation (the “Company”). I hereby agree to be irrevocably bound by all the terms and conditions of the Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue including but not limited to the Investor Company’s Repurchase Option and the Right of First Refusal contained therein) and further agree that any community property interest I may have in the shares of the Company's common stock, $.001 par value per share ’s Common Stock that are held by Stockholder and are subject to the Agreement (the "Common Stock"“Shares”) on will be similarly bound by the terms and conditions set forth in the Investment Agreement. Pursuant I hereby appoint Stockholder as my attorney-in-fact, to act in my name, place and xxxxx with respect to any amendment of the Investment Agreement. Dated: Signature of Spouse [Sign Here] Name of Spouse [Please Print] ¨ Check this box if you do not have a spouse. EXHIBIT 2 ELECTION UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE ELECTION UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE The undersigned Taxpayer hereby elects, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which Section 83(b) of the Company agreedInternal Revenue Code of 1986, among other thingsas amended, to register include the Registrable Securities (as defined in the Registration Rights Agreement)excess, including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933if any, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that fair market value of the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under the 1933 Act property described below at [enter the time of effectiveness] on [enter transfer over the date of effectiveness] and to amount paid for such property, as compensation for services in the best of our knowledgecalculation of: (1) regular gross income; (2) alternative minimum taxable income; or (3) disqualifying disposition gross income, after telephonic inquiry of a member of as the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:case may be.

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

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

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

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

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

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

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

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

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

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

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

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

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's ’s Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT (Attached) EXHIBIT B OPINION OF COMPANY’S COUNSEL (Attached) EXHIBIT C FORM OF PUT NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] ReRE: Xxxxx Xxxxxxx Racing StablesPut Notice Number Dear Xx. Xxxxxxxx: This is to inform you that as of today, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesAdvanced Life Sciences Holdings, Inc.,a Nevada , a Delaware corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") hereby elects to exercise its right pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment AgreementAgreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $ . The Pricing Period runs from until . The Suspension Price is $ . The current number of shares issued and outstanding as of the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") are: The number of shares currently available for resale pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File NoS-1 for the Equity Line are: . 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating Regards, Advanced Life Sciences Holdings, Inc. By: Name: Title: EXHIBIT D FORM OF PUT SETTLEMENT SHEET Date: RE: Advanced Life Sciences Holdings, Inc. Dear : Pursuant to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoingPut given by Advanced Life Sciences Holdings, Inc. to Dutchess Opportunity Fund, II, LP on 200 , we advise are now submitting the amount of common shares for you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] to issue to Dutchess. Please deliver shares without restrictive legend via book entry to Dutchess Opportunity Fund, II, LP immediately and send via DWAC to the best of our knowledgefollowing account: XXXXXX Once these shares are received by us, after telephonic inquiry of a member of we will have the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant funds wired to the Registration StatementCompany. Very truly yoursRegards, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:Xxxxxxx X. Xxxxxxxx

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

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

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

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

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] REGISTRATION RIGHTS AGREEMENT See attached. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Singlepoint Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesSinglepoint Inc., Inc.,a a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Equity Financing Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ GHS Investments, LLC (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, $.001 .0001 par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 200620__, the Company filed a Registration Statement on Form S- ___ S-1 (File No. 333-__-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's ’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [enter the time of effectiveness] ______ on [enter the date of effectiveness] __________, 20__ and to the best of our we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, no that any stop order suspending its effectiveness has been issued and no or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale sale under the 1933 Act pursuant to the Registration Statement. Statement Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C FORM OF PUT NOTICE Date:

LIST OF EXHIBITS. EXHIBIT A Registration Rights Exhibit A-1 - Legal Description of Condominium Units Exhibit A-2 - Legal Description of Remaining Parcel Exhibit B - Form of Assignment and Assumption Agreement EXHIBIT B Opinion Exhibit C - Form of Company's Counsel EXHIBIT C Put Notice EXHIBIT Deposit Escrow Agreement Exhibit D Put Settlement Sheet LIST OF SCHEDULES - Form of Owner’s Affidavit Exhibit E - Form of Non-Imputation Affidavit Exhibit F - Copy of Access Agreement Exhibit G - Form of FIRPTA Affidavit Exhibit H - Form of Owner’s Organizational Documents Exhibit I - Form of Amendments to Owner’s Organizational Documents Exhibit J - Purchaser’s Pro Forma Title Policy Exhibit K - Form of CBF Quit-Claim Xxxx of Sale List of Schedules Schedule 4(a1 - List of CBRE RF Loan Documents Schedule 2 - List of Condominium Contracts Schedule 3 - List of Condominium Documents Schedule 4 - List of Existing Surveys Schedule 5 - List of Existing Title Materials Schedule 6 - List of Leases Schedule 7 - List of Personal Property Schedule 8 - List of Required Consents and Waivers Schedule 9 - List of Utility Deposits Schedule 10 - List of Service Contracts Schedule 11 - List of Pending Capital Item Payments Schedule 12 - List of Sold Unit Warranty Work to be Performed by Seller MEMBERSHIP INTERESTS PURCHASE AND SALE AGREEMENT THIS MEMBERSHIP INTERESTS PURCHASE AND SALE AGREEMENT (this “Agreement”) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables, Inc.,a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") is entered into as of the Effective Date (as defined below) by and among the Company CBRE REALTY FINANCE TRS, INC., a Delaware corporation (“Seller”); CBF XXXXXXX FORGE, LLC, a Delaware limited liability company (“CBF”); and _________________________ XXXXXXX FORGE HOLDING, LLC, a Maryland limited liability company (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement“Purchaser”), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:.

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

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

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

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

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

LIST OF EXHIBITS. EXHIBIT Disclosure Schedule Exhibit A Registration Rights – Form of Notes Exhibit B – Form of Initial Warrant Exhibit C – Form of Contingent Warrant Exhibit 3.16 (d) Securities Purchase Agreement EXHIBIT B Opinion DISCLOSURE SCHEDULE Disclosure Schedules have been omitted pursuant to Regulation S-K Item 601(b)(2), and Infinity agrees to furnish a supplemental copy of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST such exhibits or schedules upon request of the SEC. Securities Purchase Agreement THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF NOTICE OF EFFECTIVENESS OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. EARTH911, INC. SENIOR SECURED CONVERTIBLE NOTE Issuance Date: __________ [TRANSFER AGENT] ReMarch 22, 2012 Original Principal Amount: Xxxxx Xxxxxxx Racing Stables$1,000,000.00 No. EARTH911, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesINC.-1- FOR VALUE RECEIVED, Inc.,a Nevada EARTH911, INC., a Delaware corporation (the "“Company"”), and have represented hereby promises to pay to the Company in connection with that certain Investment Agreement order of STOCKBRIDGE ENTERPRISES, L.P., a Nevada limited partnership, or registered assigns (the "Investment “Holder”) the amount set out above as the original principal amount (as reduced pursuant to the terms hereof pursuant to redemption or otherwise, the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate (as defined herein) from the date set out above as the issuance date (the “Issuance Date”) until the same becomes due and payable, whether upon an Interest Date (as defined below), the Maturity Date or acceleration, redemption or otherwise (in each case in accordance with the terms hereof). This Senior Secured Convertible Note (including all senior secured notes issued in exchange, transfer or replacement hereof, this “Note”) is issued pursuant to the Securities Purchase Agreement") entered into , of even date herewith, by and among between the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 par value per share (the "Common Stock") on the Holder. Certain capitalized terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as used herein are defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:Section 17.

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

LIST OF EXHIBITS. EXHIBIT A Notice of Conversion EXHIBIT B Debenture Registration Rights Agreement EXHIBIT B C Debenture Agreement EXHIBIT D Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet E Board Resolution LIST OF SCHEDULES ----------------- Schedule 4(a3(a) Subsidiaries [Missing Graphic Reference] EXHIBIT Schedule 3(c) Capitalization Schedule 3(e) Conflicts Schedule 3(g) Material Changes Schedule 3(h) Litigation Schedule 3(l) Intellectual Property Schedule 3(n) Liens Schedule 3(t) Certain Transactions Exhibit A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: CONVERSION (To be Executed by the Registered Owner in order to Convert Debenture) The undersigned hereby irrevocably elects, as of ________________, to convert $________________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stablesof its convertible debenture (the "Debenture") into Common Stock of Union Dental Holdings, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stables, Inc.,a Nevada corporation (the "Company"), and have represented ) according to the Company conditions set forth in connection with that certain Investment Agreement (the "Investment Agreement") entered into Debenture issued by and among the Company and Company. Date of Conversion________________________________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on Applicable Conversion Price________________________________________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-Number of Debentures Issuable upon this Conversion_______________________ Name(Print) Dutchess Private Equities Fund, II, LP ------------------------------------------------- Address 000 Xxxxxx Xx, 0xx Xxxxx ---------------------------------------------------- Phone 000-000-0000 Fax 000-000-0000 ------------ ------------ By:_______________________________________ EXHIBIT D OPINION OF COMPANY'S COUNSEL Holders of [Company] [Describe Securities] _______________, 2005 Re: UNION DENTAL HOLDINGS, INC. Ladies and Gentlemen: As counsel to UNION DENTAL HOLDINGS, INC. (the "Registration StatementCompany") ), we are familiar with its Articles of Incorporation and Bylaws and with the Securities corporate proceedings taken by it in connection with the proposed issuance and Exchange Commission sale of convertible debentures (the "SECSecurities") relating pursuant to the Registrable Securities which names related Subscription Agreement (including all Exhibits and Appendices thereto) (collectively the Investor "Agreements"). We have been furnished with copies, certified or otherwise identified to our satisfaction, of the Agreements, and have examined such other documents, agreements and records as a selling shareholder thereunderwe deemed necessary to render the opinions set forth below. In connection conducting our examination, we have assumed the following: (i) that each of the Agreements has been executed by each of the parties thereto in the same form as the forms which we have examined, (ii) the genuineness of all signatures, the legal capacity of natural persons, the authenticity and accuracy of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies, (iii) that each of the Agreements has been duly and validly authorized, executed and delivered by the party or parties thereto other than the Company, and (iv) that each of the Agreements constitutes the valid and binding agreement of the party or parties thereto other than the Company, enforceable against such party or parties in accordance with the Agreements' terms. Based upon the subject to the foregoing, we advise you that [a member are of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Dateopinion that:

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

LIST OF EXHIBITS. EXHIBIT A Registration Rights - Assignment and Assumption Agreement EXHIBIT B Opinion - Description of Company's Counsel Improvements EXHIBIT C Put Notice C-1 - Legal Description of the KBS Domain Gateway Land EXHIBIT C-2 - [Intentionally Omitted] EXHIBIT C-3 - Legal Description of the KBS West XxXxxx Land EXHIBIT C-4 - Legal Description of the KBS 000 Xxxxx 000 Xxxx Xxxx EXHIBIT C-5 - Legal Description of the KBS Tower at Xxxx Xxxxxxx Land EXHIBIT C-6 - Legal Description of the KBS 000 Xxxxx Xxxxxx Xxxx EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a- Permitted Encumbrances EXHIBIT E - Appraised Value of Each Property EXHIBIT F - Title Insurance Requirements EXHIBIT G - Insurance Requirements EXHIBIT H - Notices and Wire Instructions EXHIBIT I - Commitments and Commitment Percentages of Lenders EXHIBIT J - Form of Draw Request EXHIBIT K - Borrower EIN Numbers EXHIBIT L - Form of Joinder Agreement AMENDED AND RESTATED LOAN AGREEMENT THIS AMENDED AND RESTATED LOAN AGREEMENT is made and entered into as of March 10, 2014, by and between (i) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing StablesKBSIII DOMAIN GATEWAY, Inc. Ladies LLC, a Delaware limited liability company, KBSIII 0000 XXXX XXXXXX XXXXX, LLC, a Delaware limited liability company, KBSIII 155 NORTH 400 WEST, LLC, a Delaware limited liability company, KBSIII TOWER AT XXXX XXXXXXX, LLC, a Delaware limited liability company, and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesKBSIII 000 XXXXX XXXXXX, Inc.,a Nevada corporation XXX, a Delaware limited liability company, (the "Company"collectively, “Initial Borrowers”), (ii) U.S. BANK NATIONAL ASSOCIATION, a national banking association, as agent, lead arranger and book manager (in such capacity, “Agent”), and have represented (iii) U.S. BANK NATIONAL ASSOCIATION, a national banking association, as a Lender, FIFTH THIRD BANK, an Ohio banking corporation, as a Lender, REGIONS BANK, as Syndication Agent and as a Lender, and UNION BANK, N.A., a national banking association, as a Lender, and any other bank that becomes a “Lender” after the Company in connection with Closing Date (each, a “Lender” and collectively, the “Lenders”). This Amended and Restated Loan Agreement amends and restates that certain Investment Loan Agreement (the "Investment Agreement") entered into dated as of April 30, 2012, by and among between the Company Initial Borrowers, U.S. Bank National Association, a national banking association, as Agent and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933“Lenders” described therein, as amended (the "1933 Act"“Original Loan Agreement”). In From and after the Closing Date hereunder, this Amended and Restated Loan Agreement shall amend, restate and supersede in its entirety the Original Loan Agreement, and all “Loan Documents” executed in connection herewith and described herein shall supersede and control over the “Loan Documents” described in and executed in connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ Original Loan Agreement (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In other than any original loan documents executed in connection with the foregoingOriginal Loan Agreement which have not been modified or amended in connection herewith, we advise you that [a member if any). WITNESSETH THAT, in consideration of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] mutual covenants and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened byagreements hereinafter set forth, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Dateparties hereto agree as follows:

LIST OF EXHIBITS. EXHIBIT All exhibits and attachments attached hereto are incorporated herein by this reference. Exhibit A Registration - Outline of Premises Exhibit B - Description of the Land Exhibit C - Additional Rent, Taxes and Insurance OFFICE LEASE AGREEMENT CentrePort/Radiant Systems, Inc. 33 Exhibit D - Tenant Finish-Work Exhibit E - Building Rules and Regulations Exhibit F - Form of Confirmation of Commencement Date Letter Exhibit G - Form of Tenant Estoppel Certificate Exhibit H - Parking Agreement Exhibit I - Renewal Option Exhibit J - Right of First Refusal Exhibit J-1 - Offer Space Exhibit K - Termination Option Exhibit L - Rooftop Rights Agreement EXHIBIT B Opinion Exhibit M - Form of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST Letter of Credit Exhibit N - Janitorial Specifications Exhibit O - UPS/Generator Exhibit P - Restrictions on Building LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF SCHEDULES Schedule 4(a) Subsidiaries THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. [Missing Graphic ReferenceSignature page follows] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT DateOFFICE LEASE AGREEMENT CentrePort/Radiant Systems, Inc. 34 This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall be dated as of the date first above written. If the execution date is left blank, this Lease shall be deemed executed as of the date first written above. LANDLORD: __________ [TRANSFER AGENT] ReCENTREPORT TRINITY, LTD., a Texas limited partnership By: CARDINAL CENTREPORT, LLC, a Texas limited liability company, its General Partner By: INVESCO, INC., a Delaware corporation its Manager By: INVESCO REAL ESTATE DIVISION By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Racing StablesTitle: Vice President TENANT: RADIANT SYSTEMS, INC., a Georgia corporation By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Financial Officer OFFICE LEASE AGREEMENT CentrePort/Radiant Systems, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesSignature Page EXHIBIT A OUTLINE OF PREMISES OFFICE LEASE AGREEMENT CentrePort/Radiant Systems, Inc.,a Nevada corporation (the "Company")Inc. A-1 EXHIBIT B DESCRIPTION OF THE LAND OFFICE LEASE AGREEMENT CentrePort/Radiant Systems, and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] Inc. B-1 EXHIBIT C Date:C

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

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

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Escrow Agreement EXHIBIT C Put Notice EXHIBIT D Lock Up Agreement EXHIBIT E Officers' Certificate EXHIBIT F Opinion of Company's Counsel EXHIBIT C G Secretary's Certificate EXHIBIT "A" REGISTRATION RIGHTS AGREEMENT EXHIBIT "B" ESCROW AGREEMENT EXHIBIT "C" PUT NOTICE Xxxxxxxx.xxx, Inc. (the "Company) hereby elects to sell shares of its Common Stock to the Investor, during the designated Purchase Period, at a Purchase Price and for the number of shares of Common Stock to be determined on the last day of the Purchase Period, all pursuant to that certain Investment Agreement by and between the Company and Investor dated as of March 22, 2001. Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________________________ [TRANSFER AGENT] ReDollar Amount Requested: Xxxxx Xxxxxxx Racing Stables, Inc. Ladies and Gentlemen__________________ Purchase Period: We are counsel to Xxxxx Xxxxxxx Racing Stables, Inc.,a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and _________________________ Purchase Price: __________________________ (the "Investor"to be determined) pursuant to which the Company has agreed to issue to the Investor shares Number of the Company's common stock, $.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on Shares: _______________________ ___(to be determined) Note: Capitalized terms shall have the meaning ascribed to them in the Investment Agreement. Xxxxxxxx.xxx, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-Inc. By: ________) (the ______________ EXHIBIT "Registration StatementD" LOCK UP AGREEMENT EXHIBIT ") with the Securities and Exchange Commission (the E" OFFICER'S CERTIFICATE EXHIBIT "SECF" OPINION OF COMPANY'S COUNSEL EXHIBIT ") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:G"

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion Notice of Company's Counsel Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(a) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] E Plan of Distribution EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables, Lode-Star Mining Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing StablesLode-Star Mining Inc., Inc.,a a Nevada corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Agreement (the "“Investment Agreement"”) entered into by and among the Company and _________________________ Crane Creek, Inc. (the "“Investor"”) pursuant to which the Company has agreed to issue to the Investor shares of the Company's ’s common stock, stock with $.001 0.001 par value per share (the "“Common Stock"”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "“Registration Rights Agreement"”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "“1933 Act"”). In connection with the Company's ’s obligations under the Registration Rights Agreement, on ____________ ___, 20062016, the Company filed a Registration Statement on Form S- ___ 1 (File No. 333-________) (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“SEC"”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under effective under the 1933 Act at [[ enter the time of effectivenesseffectiveness ] on [[ enter the date of effectivenesseffectiveness ] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Date:PUT NOTICE [____________], 201__ Crane Creek, Inc. [______________ ] [______________ ] [______________ ] Attn: [______________ ]

LIST OF EXHIBITS. EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion The following exhibits have been omitted and will be provided supplementally to the Commission upon request. Exhibit 2.01(a) - Banks and Commitments Exhibit 2.01(g)(iv) - Eurocurrency Liabilities (Regulation D) Exhibit 6.01 - List of Subsidiaries Exhibit 6.03 - List of Actions Pending Exhibit 6.15 - Franchise Agreements Exhibit 7.01(c)(i) - Opinions of the Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet LIST OF SCHEDULES Schedule 4(aand the Company's Special FCC Counsel addressed to the Banks Exhibit 7.01(c)(ii) Subsidiaries [Missing Graphic Reference] EXHIBIT A [Missing Graphic Reference] EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: Xxxxx Xxxxxxx Racing Stables- Opinion of Counsel for the Banks Addressed to the Banks Exhibit 7.01(d) - Officer's Certificate Exhibit 9.01(d) - List of Liens and Security Interests Exhibit 13.02 - Addresses for Notices Exhibit 13.07(c) - Assignment and Acceptance THIS 364-DAY CREDIT AGREEMENT (the "Agreement") made as of the 26th day of September 2000, Inc. Ladies and Gentlemen: We are counsel to Xxxxx Xxxxxxx Racing Stablesis among COX COMMUNICATIONS, Inc.,a Nevada corporation INC. (the "Company"), and have represented the Company BANKS party hereto, THE CHASE MANHATTAN BANK, as Administrative Agent for the Banks (hereinafter in connection with that certain Investment Agreement (such capacity called the "Investment AgreementAdministrative Agent"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as syndication agent and THE BANK OF NEW YORK and WACHOVIA BANK, N.A., as co-documentation agents. The Company has requested the Banks to extend Commitments (such term and each other capitalized term used and not otherwise defined herein having the meaning assigned to it in Article I) entered into by and among the Company and _________________________ (the "Investor") pursuant to under which the Company has agreed to issue to the Investor shares may obtain revolving loans in an aggregate principal amount at any time outstanding not greater than $1,500,000,000. The proceeds of the Company's common stockBorrowings hereunder will be used by the Company for general corporate purposes, $.001 par value per share (including the "Common Stock") on repayment of maturing commercial paper. The Banks are willing to establish the credit facility referred to in the preceding paragraph upon the terms and subject to the conditions set forth in the Investment Agreementherein. Pursuant to the Investment AgreementAccordingly, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (parties hereto agree as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective]under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] [Missing Graphic Reference] EXHIBIT C Datefollows:

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

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

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

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

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

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

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

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