Common use of Restricted Shares Clause in Contracts

Restricted Shares. Such Former Member understands and agrees that the shares of the Company’s Common Stock issuable under this Agreement are restricted shares under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act and applicable state securities laws, and will bear a restrictive legend as required under the Securities Act, in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT DATED JULY 19, 2018. Each Former Member understands that the shares of Common Stock issuable hereunder may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of any such shares other than pursuant to an effective registration statement or Rule 144, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred shares under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement.

Restricted Shares. Such Former Member Sundog understands and agrees acknowledges that the shares of the Company’s Common Stock issuable under this Agreement are restricted shares Envision Shares have not been registered under the Securities Act of 1933, as amended) (the "Act"), or any state securities laws, and may not that they will be sold except pursuant to an effective registration statement or an exemption issued in reliance upon certain exemptions from the registration requirements of the Securities Act and applicable state securities those laws, and thus cannot be resold, offered or transferred unless they are registered under the Act or unless Envision has first received an opinion of competent securities counsel reasonably satisfactory in form and substance to Envision that registration is not required for such resale. Sundog agrees that it will bear not resell, offer or transfer any Envision Shares unless such resale, offer or transfer transaction is in accordance with the limitations set forth in the Rights Agreement, in accordance with Rule 144 under the Act, pursuant to registration under the Act, or pursuant to another available exemption from registration. With regard to the restrictions on resales of the Envision Shares, Sundog is aware (i) of the limitations and applicability of Rule 144 of the Act; (ii) that Envision will issue stop transfer orders to its stock transfer agent; and (iii) that a restrictive legend will be placed on certificates representing the Envision Shares, to the extent such restrictions apply, which legend will read substantially as required under the Securities Act, in substantially the following formfollows: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO A CLAIM OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION UNDER OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), AND, ACCORDINGLY, AND STATE SECURITIES LAWS AND THEREFORE HAVE NOT BEEN REGISTERED UNDER THE ACT OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED OFFERED, SOLD, TRANSFERRED, PLEDGED OR SOLD EXCEPT HYPOTHECATED WITHOUT COMPLIANCE WITH THE PROVISIONS OF RULE 144 UNDER THE ACT, COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE ACT AND APPLICABLE STATE LAWS, OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. THE COMPANY WILL INSTRUCT ITS STOCK TRANSFER AGENT NOT TO RECOGNIZE ANY SALE OF THESE SECURITIES UNLESS SUCH SALE IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO THE COMPANY HAS FIRST RECEIVED AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL COUNSEL, REASONABLY SATISFACTORY TO THE TRANSFEROR TO COMPANY IN FORM AND SUBSTANCE, THAT SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT DATED JULY 19, 2018. Each Former Member understands that the shares of Common Stock issuable hereunder may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of any such shares other than pursuant to an effective registration statement or Rule 144, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred shares under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this AgreementREGISTRATION IS NOT REQUIRED.

Restricted Shares. Such Former Member Rock understands and agrees acknowledges that the shares of the Company’s Common Stock issuable under this Agreement are restricted shares Envision Shares have not been registered under the Securities Act or any state securities laws, and may not that they will be sold except pursuant to an effective registration statement or an exemption issued in reliance upon certain exemptions from the registration requirements of the Securities Act and applicable state securities those laws, and thus cannot be resold, offered or transferred unless they are registered under the Act or unless Envision has first received an opinion of competent securities counsel reasonably satisfactory in form and substance to Envision that registration is not required for such resale. Rock agrees that it will bear not resell, offer or transfer any Envision Shares unless such resale, offer or transfer transaction is in accordance with the limitations set forth in the Rights Agreement, in accordance with Rule 144 under the Act, pursuant to registration under the Act, or pursuant to another available exemption from registration. With regard to the restrictions on resales of the Envision Shares, Rock is aware (i) of the limitations and applicability of Rule 144 of the Act; (ii) that Envision will issue stop transfer orders to its stock transfer agent; and (iii) that a restrictive legend will be placed on certificates representing the Envision Shares, to the extent such restrictions apply, which legend will read substantially as required under the Securities Act, in substantially the following formfollows: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO A CLAIM OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION UNDER OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), AND, ACCORDINGLY, AND STATE SECURITIES LAWS AND THEREFORE HAVE NOT BEEN REGISTERED UNDER THE ACT OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED OFFERED, SOLD, TRANSFERRED, PLEDGED OR SOLD EXCEPT HYPOTHECATED WITHOUT COMPLIANCE WITH THE PROVISIONS OF RULE 144 UNDER THE ACT, COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE ACT AND APPLICABLE STATE LAWS, OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. THE COMPANY WILL INSTRUCT ITS STOCK TRANSFER AGENT NOT TO RECOGNIZE ANY SALE OF THESE SECURITIES UNLESS SUCH SALE IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO THE COMPANY HAS FIRST RECEIVED AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL COUNSEL, REASONABLY SATISFACTORY TO THE TRANSFEROR TO COMPANY IN FORM AND SUBSTANCE, THAT SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT DATED JULY 19, 2018. Each Former Member understands that the shares of Common Stock issuable hereunder may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of any such shares other than pursuant to an effective registration statement or Rule 144, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred shares under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this AgreementREGISTRATION IS NOT REQUIRED.

Restricted Shares. Such Former Member understands and agrees that the All shares of the Company’s Quality Resource Technologies Common Stock issuable under this Agreement are to be received by the TRQ Stockholders hereunder shall be restricted shares under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act and applicable state securities laws, and will bear a restrictive legend in their resale as required under provided in the Securities Act, in substantially and shall contain a legend as required by the following formSecurities Act which shall read as follows: THESE SECURITIES THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANDOR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, ACCORDINGLYSOLD, MAY NOT BE OFFERED PLEDGED, ASSIGNED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE FROM REGISTRATION REQUIREMENTS OF UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECTACT. The restricted nature of such shares shall not be taken into account or any quoted price of the shares on the Effective Date. Upon receipt of the Quality Resource Technologies Common Stock, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT DATED JULY 19each TRQ Stockholders shall execute a Subscription Agreement in the form attached hereto as Attachment A. In that regard, 2018. Each Former Member understands the TRQ Stockholders shall acknowledge that Quality Resource Technologies does not have any obligation to register for resale pursuant to the Securities Act, the shares of the Quality Resource Technologies Common Stock issuable hereunder may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of any such shares other than pursuant to an effective registration statement or Rule 144, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred shares under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound received by the terms of this Agreementthem hereunder.

Restricted Shares. Such Former Member understands and agrees that the All shares of the Company’s Human BioSystems Common Stock issuable under this Agreement are to be received by the San West Stockholders and Dutchess Advisors LLC hereunder shall be restricted shares in their resale as provided in the Securities Act, and shall contain a legend as required by Rule 144 promulgated under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act and applicable state securities laws, and will bear a restrictive legend (“Rule 144”) which shall read as required under the Securities Act, in substantially the following formfollows: THESE SECURITIES THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANDOR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, ACCORDINGLYSOLD, MAY NOT BE OFFERED PLEDGED, ASSIGNED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE FROM REGISTRATION REQUIREMENTS OF UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECTACT. The restricted nature of such shares shall not be taken into account or any quoted price of the shares on the Effective Date. Upon receipt of the Human BioSystems Common Stock, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT DATED JULY 19each San West Stockholder shall execute a Subscription Agreement in the form attached hereto as Attachment A. In that regard, 2018. Each Former Member understands the San West Stockholders shall acknowledge that Human BioSystems does not have any obligation to register for resale pursuant to the Securities Act, the shares of the Human BioSystems Common Stock issuable hereunder may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of any such shares other than pursuant to an effective registration statement or Rule 144, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred shares under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound received by the terms of this Agreementthem hereunder.

Restricted Shares. Such Former Member Purchaser understands and agrees acknowledges that if the shares Securities have not been, and will not as of the Company’s Common Stock issuable under this Agreement are restricted shares time issued be, registered under the Securities Act and may not Act, they will be sold except pursuant to an effective registration statement or an exemption issued in reliance upon exemptions from the registration requirements of the Securities Act and applicable state securities lawsAct, and thus cannot be resold unless they are included in an effective registration statement filed under the Securities Act or unless an exemption from registration is available for such resale. With regard to the restrictions on resales of the Securities, Purchaser is aware (a) that the Company will bear issue stop transfer orders to its stock transfer agent in the event of attempts to improperly transfer any Securities; and (b) that a restrictive legend will be placed on certificates representing the Securities, which legend will read substantially as required under the Securities Act, in substantially the following formfollows: THESE SECURITIES HAVE ARE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), ANDPURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND REGULATIONS PROMULGATED UNDER THE ACT, INCLUDING EXEMPTIONS UNDER SECTIONS 3(b) AND 4(2) OF THE ACT AND THE PROVISIONS OF REGULATION D UNDER SUCH ACT, AND SIMILAR EXEMPTIONS UNDER STATE LAW. ACCORDINGLY, THESE SECURITIES MAY NOT BE OFFERED RESOLD, TRANSFERRED, PLEDGED, ASSIGNED OR SOLD EXCEPT PURSUANT TO HYPOTHECATED UNLESS SUCH SECURITIES ARE COVERED BY AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, AND THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL COMPANY HAS RECEIVED AN OPINION OF SECURITIES COUNSEL REASONABLY SATISFACTORY TO THE TRANSFEROR TO COMPANY THAT SUCH EFFECTEXEMPTION IS AVAILABLE. The legend set forth above shall be promptly removed without additional cost or delay, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT DATED JULY 19and the Company shall issue a certificate without such legend to the holder of any of the Securities upon which such legend is stamped (or to the holder's assignee), 2018. Each Former Member understands that the shares of Common Stock issuable hereunder may only be disposed of in compliance with if, unless otherwise required by state and federal securities laws. In connection with any transfer of any , (i) such shares other than pursuant to securities are registered for resale, or have been sold, under an effective registration statement or Rule 144under the Securities Act, (ii) in connection with a sale transaction, such holder provides the Company may require the transferor thereof to provide to the Company with an opinion of counsel selected by the transferor and reasonably counsel, in a generally acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Companyform, to the effect that such a public sale, assignment or transfer does not require of the Securities may be made without registration of such transferred shares under the Securities Act, or (iii) such holder provides the Company with reasonable assurances that the Securities can be sold pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold. As Notwithstanding the removal of the legend set forth above, in the event the Securities are registered for resale on an effective registration statement, the Company reserves the right to affix a condition legend on certificates representing the Securities that any selling shareholder named in the registration statement must comply with the prospectus delivery requirements of transfer, the Securities Act in connection with any such transferee resale. The Company shall agree in writing to be bound bear the cost of the removal of any legend as anticipated by the terms of this AgreementSection 7.

Restricted Shares. Such Former Member Purchaser understands and agrees acknowledges that the shares Initial Securities have not been, and will not as of the Company’s Common Stock issuable under this Agreement are restricted shares time issued, be registered under the Securities Act and may not that they will be sold except pursuant to an effective registration statement or an exemption issued in reliance upon exemptions from the registration requirements of the Securities Act and applicable state securities lawsAct, and thus cannot be resold unless they are included in an effective registration statement filed under the Securities Act or unless an exemption from registration is available for such resale. With regard to the restrictions on resales of the Securities, Purchaser is aware (a) that the Company will bear issue stop transfer orders to its stock transfer agent in the event of attempts to improperly transfer any such securities; and (b) that a restrictive legend will be placed on certificates representing the Securities, which legend will read substantially as required under the Securities Act, in substantially the following formfollows: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), AND, OR ANY APPLICABLE STATE SECURITIES LAW. ACCORDINGLY, THESE SECURITIES MAY NOT BE OFFERED SOLD, TRANSFERRED, PLEDGED, ASSIGNED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT UNDER THE ACT WITH RESPECT TO SUCH SECURITIES AND THE REGISTRATION AND QUALIFICATIONS OF THE SECURITIES UNDER APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY IN FORM AND CONTENT, THAT SUCH REGISTRATION OR QUALIFICATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECTIS NOT REQUIRED. The legend set forth above shall be promptly removed, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT DATED JULY 19, 2018. Each Former Member understands that and the shares of Common Stock issuable hereunder may only be disposed of in compliance with state and federal securities laws. In connection with any transfer Company shall issue a certificate without such legend to the holder of any such shares other than Securities upon which such legend is stamped, if, unless otherwise required by state securities laws, (i) such Securities are registered for resale under the Securities Act, or (ii) such holder provides the Company with reasonable assurances that such Securities can be sold pursuant to an effective registration statement or Rule 144, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred shares 144(k) promulgated under the Securities Act. As Notwithstanding the removal of the legend set forth above in the event the Securities are registered for resale on an effective registration statement, the Company reserves the right to affix a condition legend on certificates representing such Securities that any selling shareholder must comply with the prospectus delivery requirements of transfer, the Securities Act in connection with any such transferee resale. The Company shall agree in writing to be bound bear the cost of the removal of any legend as anticipated by the terms of this AgreementSection 6.

Restricted Shares. Such Former Member The Purchaser understands and agrees acknowledges that the shares of the Company’s Common Stock issuable under this Agreement are restricted shares Preferred Shares have not been registered under the Securities Act and may not that they will be sold except pursuant to an effective registration statement or an exemption issued in reliance upon exemptions from the registration requirements of the Securities Act and applicable state securities lawsAct, and thus cannot be resold unless they are registered under the Securities Act or unless an exemption from registration is available for such resale. With regard to the restrictions on resales of the Preferred Shares (and any shares of Common Stock issued upon conversion of the Preferred Shares), the Purchaser is aware (a) that the Company will bear issue stop transfer orders to its stock transfer agent in the event of attempts to improperly transfer any such securities; and (b) that a restrictive legend will be placed on certificates representing the Preferred Shares (and the shares of Common Stock issued upon conversion thereof), which legend will read substantially as required under the Securities Act, in substantially the following formfollows: THESE SECURITIES HAVE ARE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE EXEMPTION FROM REGISTRATION STATEMENT UNDER REGULATIONS PROMULGATED UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMACT, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS INCLUDING EXEMPTIONS UNDER SECTIONS 3(b) AND 4(2) OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION THE PROVISIONS OF COUNSEL TO THE TRANSFEROR TO REGULATION D UNDER SUCH EFFECTACT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYAND SIMILAR EXEMPTIONS UNDER SATE LAW. THE SECURITIES REPRESENTED HAVE NOT BEEN APPROVED OR DISAPPROVED BY THIS CERTIFICATE ARE SUBJECT ANY REGULATORY AGENCY AND ANY REPRESENTATION TO AN AGREEMENT DATED JULY 19, 2018. Each Former Member understands that the shares of Common Stock issuable hereunder may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of any such shares other than pursuant to an effective registration statement or Rule 144, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred shares under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this AgreementTHE CONTRARY IS A CRIMINAL OFFENSE.

Restricted Shares. Such Former Member Each Purchaser understands and agrees acknowledges ----------------- that the shares of the Company’s Common Stock issuable under this Agreement are restricted shares Shares have not been registered under the Securities Act Act, or any state securities laws, and may not that they will be sold except pursuant to an effective registration statement or an exemption issued in reliance upon certain exemptions from the registration requirements of the Securities Act and applicable state securities those laws, and thus cannot be resold unless they are registered under the Act or unless the Company has first received an opinion of competent securities counsel satisfactory to the Company that registration is not required for such resale. Each Purchaser agrees that it will bear not resell any Shares unless such resale transaction is in accordance with Regulation S and/or Rule 144 under the Act, pursuant to registration under the Act, or pursuant to an available exemption from registration. With regard to the restrictions on resales of the Shares, each Purchaser is aware (i) of the limitations and applicability of Securities and Exchange Commission Rule 144; (ii) that the Company will issue stop transfer orders to its stock transfer agent in the event of any attempts improperly to transfer any such securities; and (iii) that a restrictive legend will be placed on certificates representing the Shares, which legend will read substantially as required under the Securities Act, in substantially the following formfollows: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO A CLAIM OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION UNDER OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), AND, ACCORDINGLY, AND STATE SECURITIES LAWS AND THEREFORE HAVE NOT BEEN REGISTERED UNDER THE ACT OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED OFFERED, SOLD, TRANSFERRED, PLEDGED OR SOLD EXCEPT HYPOTHECATED WITHOUT COMPLIANCE WITH THE PROVISIONS OF RULE 144 OR, IF APPLICABLE, REGULATION S UNDER THE ACT, COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE ACT OR APPLICABLE STATE LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. THE COMPANY WILL INSTRUCT ITS STOCK TRANSFER AGENT NOT TO RECOGNIZE ANY SALE OF THESE SECURITIES UNLESS SUCH SALE IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO THE COMPANY HAS FIRST RECEIVED AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL COUNSEL, SATISFACTORY TO THE TRANSFEROR TO COMPANY AND ITS SECURITIES COUNSEL, THAT SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT DATED JULY 19, 2018. Each Former Member understands that the shares of Common Stock issuable hereunder may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of any such shares other than pursuant to an effective registration statement or Rule 144, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred shares under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this AgreementREGISTRATION IS NOT REQUIRED.

Restricted Shares. Such Former Member Purchaser understands and agrees acknowledges that the shares Securities have not been, and will not as of the Company’s Common Stock issuable under this Agreement are restricted shares time issued, registered under the Securities Act and may not that they will be sold except pursuant to an effective registration statement or an exemption issued in reliance upon exemptions from the registration requirements of the Securities Act and applicable state securities lawsAct, and thus cannot be resold unless they are included in an effective registration statement filed under the Securities Act or unless an exemption from registration is available for such resale. With regard to the restrictions on resales of the Securities, Purchaser is aware (a) that the Company will bear issue stop transfer orders to its stock transfer agent in the event of attempts to improperly transfer any such securities; and (b) that a restrictive legend will be placed on certificates representing the Securities, which legend will read substantially as required under the Securities Act, in substantially the following formfollows: THESE SECURITIES HAVE ARE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), ANDPURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND REGULATIONS PROMULGATED UNDER THE ACT, INCLUDING EXEMPTIONS UNDER SECTIONS 3(b) AND 4(2) OF THE ACT AND THE PROVISIONS OF REGULATION D UNDER SUCH ACT, AND SIMILAR EXEMPTIONS UNDER STATE LAW. ACCORDINGLY, THESE SECURITIES MAY NOT BE OFFERED RESOLD, TRANSFERRED, PLEDGED, ASSIGNED OR SOLD EXCEPT PURSUANT TO HYPOTHECATED UNLESS SUCH SECURITIES ARE COVERED BY AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, AND THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL COMPANY HAS RECEIVED AN OPINION OF SECURITIES COUNSEL REASONABLY SATISFACTORY TO THE TRANSFEROR TO COMPANY THAT SUCH EFFECTEXEMPTION IS AVAILABLE. The legend set forth above shall be removed, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT DATED JULY 19, 2018. Each Former Member understands that and the shares of Common Stock issuable hereunder may only be disposed of in compliance with state and federal securities laws. In connection with any transfer Company shall issue a certificate without such legend to the holder of any such shares other Securities upon which such legend is stamped promptly and, in the case of clauses (i) or (ii) below, no later than pursuant to an effective registration statement or Rule 144the Delivery Date, as such term is defined below, if, unless otherwise required by state securities laws, (i) such Securities are registered for resale under the Securities Act, (ii) in connection with a sale transaction, such holder provides the Company may require the transferor thereof to provide to the Company with an opinion of counsel selected by the transferor and reasonably counsel, in a generally acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Companyform, to the effect that such a public sale, assignment or transfer does not require registration of such transferred shares Securities may be made without registration under the Securities Act, or (iii) such holder provides the Company with reasonable assurances that such Securities can be sold pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold. As Notwithstanding the removal of the legend set forth above in the event the Securities are registered for resale on an effective registration statement, the Company reserves the right to affix a condition legend on certificates representing such Securities that any selling shareholder must comply with the prospectus delivery requirements of transfer, the Securities Act in connection with any such transferee resale. The Company shall agree in writing to be bound bear the cost of the removal of any legend as anticipated by the terms of this AgreementSection 7.

Restricted Shares. Such Former Member Purchaser understands and agrees acknowledges that the shares Shares have not been, and will not as of the Company’s Common Stock issuable under this Agreement are restricted shares time issued, be registered under the Securities Act and may not that they will be sold except pursuant to an effective registration statement or an exemption issued in reliance upon exemptions from the registration requirements of the Securities Act and applicable state securities lawsAct, and thus cannot be resold unless they are included in an effective registration statement filed under the Securities Act or unless an exemption from registration is available for such resale. With regard to the restrictions on resales of the Shares, Purchaser is aware: (a) that the Company will bear issue stop transfer orders to its stock transfer agent in the event of attempts to improperly transfer any such Shares, and (b) that a restrictive legend will be placed on certificates representing the Shares, which legend will read substantially as required under the Securities Act, in substantially the following formfollows: THESE SECURITIES (THE "SECURITIES") HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR THE “SECURITIES ACT”), AND, ACCORDINGLY, LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED OR SOLD EXCEPT PURSUANT TO FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER FOR THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANYCORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT DATED JULY 19The legend set forth above shall be promptly removed, 2018. Each Former Member understands that and the shares of Common Stock issuable hereunder may only be disposed of in compliance with state and federal securities laws. In connection with any transfer Company shall issue a certificate without such legend to the holder of any such shares other than pursuant to an effective registration statement or Rule 144Unlegended Shares (as defined below) upon which such legend is stamped, if, unless otherwise required by state securities laws, (i) such Shares are registered for resale under the Securities Act, (ii) in connection with a sale transaction, such holder provides the Company may require the transferor thereof to provide to the Company with an opinion of counsel selected by the transferor and reasonably counsel, in a generally acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Companyform, to the effect that such a public sale, assignment or transfer does not require registration of such transferred shares Shares may be made without registration under the Securities Act, or (iii) such holder provides the Company with reasonable assurances that such Shares can be sold pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold. As Notwithstanding the removal of the legend set forth above in the event the Shares are registered for resale on an effective registration statement, the Company reserves the right to affix a condition legend on certificates representing such Shares that any selling shareholder must comply with the prospectus delivery requirements of transfer, the Securities Act in connection with any such transferee resale. The Company shall agree in writing to be bound bear the cost of the removal of any legend as anticipated by the terms of this AgreementSection 7.

Restricted Shares. Such Former Member Rock understands and agrees acknowledges that the shares of the Company’s Common Stock issuable under this Agreement are restricted shares Envision Shares have not been registered under the Securities Act or any state securities laws, and may not that they will be sold except pursuant to an effective registration statement or an exemption issued in reliance upon certain exemptions from the registration requirements of the Securities Act and applicable state securities those laws, and thus cannot be resold, offered or transferred unless they are registered under the Act or unless Envision has first received an opinion of competent securities counsel reasonably satisfactory in form and substance to Envision that registration is not required for such resale. Rock agrees that it will bear not resell, offer or transfer any Envision Shares unless such resale, offer or transfer transaction is in accordance with the limitations set forth in the Rights Agreement, in accordance with Rule 144 under the Act, pursuant to registration under the Act, or pursuant to another available exemption from registration. With regard to the restrictions on resales of the Envision Shares, Rock is aware (i) of the limitations and applicability of Rule 144 of the Act; (ii) that Envision will issue stop transfer orders to its stock transfer agent; and (iii) that a restrictive legend will be placed on certificates representing the Envision Shares, to the extent such restrictions apply, which legend will read substantially as required under the Securities Act, in substantially the following formfollows: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO A CLAIM OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION UNDER OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), AND, ACCORDINGLY, AND STATE SECURITIES LAWS AND THEREFORE HAVE NOT BEEN REGISTERED UNDER THE ACT OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED OFFERED, SOLD, TRANSFERRED, PLEDGED OR SOLD EXCEPT HYPOTHECATED WITHOUT COMPLIANCE WITH THE PROVISIONS OF RULE 144 UNDER THE ACT, COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE ACT AND APPLICABLE STATE LAWS, OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. THE COMPANY WILL INSTRUCT ITS STOCK TRANSFER AGENT NOT TO RECOGNIZE ANY SALE OF THESE SECURITIES UNLESS SUCH SALE IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT DATED JULY 19, 2018. Each Former Member understands that the shares of Common Stock issuable hereunder may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of any such shares other than pursuant to an effective registration statement or Rule 144, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred shares under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement.COMPANY HAS

Restricted Shares. Such Former Member Each Purchaser understands and agrees acknowledges that the shares of the Company’s Common Stock issuable under this Agreement are restricted shares Shares have not been registered under the Securities Act Act, or any state securities laws, and may not that they will be sold except pursuant to an effective registration statement or an exemption issued in reliance upon certain exemptions from the registration requirements of the Securities Act and applicable state securities those laws, and thus cannot be resold unless they are registered under the Act or unless the Company has first received an opinion of competent securities counsel reasonably satisfactory in form and substance to the Company that registration is not required for such resale. Each Purchaser agrees that it will bear not resell any Shares unless such resale transaction is in accordance with Rule 144 under the Act, pursuant to registration under the Act, or pursuant to another available exemption from registration. With regard to the restrictions on resales of the Shares, each Purchaser is aware (i) of the limitations and applicability of Securities and Exchange Commission Rule 144; (ii) that the Company will issue stop transfer orders to its stock transfer agent; and (iii) that a restrictive legend will be placed on certificates representing the Shares, to the extent such restrictions apply, which legend will read substantially as required under the Securities Act, in substantially the following formfollows: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO A CLAIM OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION UNDER OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), AND, ACCORDINGLY, AND STATE SECURITIES LAWS AND THEREFORE HAVE NOT BEEN REGISTERED UNDER THE ACT OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED OFFERED, SOLD, TRANSFERRED, PLEDGED OR SOLD EXCEPT HYPOTHECATED WITHOUT COMPLIANCE WITH THE PROVISIONS OF RULE 144 UNDER THE ACT, COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE ACT AND APPLICABLE STATE LAWS, OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. THE COMPANY WILL INSTRUCT ITS STOCK TRANSFER AGENT NOT TO RECOGNIZE ANY SALE OF THESE SECURITIES UNLESS SUCH SALE IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO THE COMPANY HAS FIRST RECEIVED AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL COUNSEL, REASONABLY SATISFACTORY TO THE TRANSFEROR TO COMPANY IN FORM AND SUBSTANCE, THAT SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANYREGISTRATION IS NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT DATED JULY 19, 2018. Each Former Member understands that The company will terminate such stock transfer orders and remove such legend with respect to such of the shares Shares as to which any of Common Stock issuable hereunder may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of any such shares other than pursuant to an effective registration statement or Rule 144, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred shares under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreementforegoing conditions have been satisfied.

Restricted Shares. Such Former Member Each Purchaser understands and agrees acknowledges that the shares Shares have not been, and will not as of the Company’s Common Stock issuable under this Agreement are restricted shares time issued, be registered under the Securities Act and may not that they will be sold except pursuant to an effective registration statement or an exemption issued in reliance upon exemptions from the registration requirements of the Securities Act and applicable state securities lawsAct, and thus cannot be resold unless they are included in an effective registration statement filed under the Securities Act or unless an exemption from registration is available for such resale. With regard to the restrictions on resales of the Shares, each Purchaser is aware: (a) that the Company will bear issue stop transfer orders to its stock transfer agent in the event of attempts to improperly transfer any such Shares, and (b) that a restrictive legend will be placed on certificates representing the Shares, which legend will read substantially as required under the Securities Act, in substantially the following formfollows: THESE SECURITIES (THE "SECURITIES") HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR THE “SECURITIES ACT”), AND, ACCORDINGLY, LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED OR SOLD EXCEPT PURSUANT TO FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER FOR THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANYCORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT DATED JULY 19The legend set forth above shall be promptly removed, 2018. Each Former Member understands that and the shares of Common Stock issuable hereunder may only be disposed of in compliance with state and federal securities laws. In connection with any transfer Company shall issue a certificate without such legend to the holder of any such shares other than pursuant to an effective registration statement or Rule 144Unlegended Shares (as defined below) upon which such legend is stamped, if, unless otherwise required by state securities laws, (i) such Shares are registered for resale under the Securities Act, (ii) in connection with a sale transaction, such holder provides the Company may require the transferor thereof to provide to the Company with an opinion of counsel selected by the transferor and reasonably counsel, in a generally acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Companyform, to the effect that such a public sale, assignment or transfer does not require registration of such transferred shares Shares may be made without registration under the Securities Act, or (iii) such holder provides the Company with reasonable assurances that such Shares can be sold pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold. As Notwithstanding the removal of the legend set forth above in the event the Shares are registered for resale on an effective registration statement, the Company reserves the right to affix a condition legend on certificates representing such Shares that any selling shareholder must comply with the prospectus delivery requirements of transfer, the Securities Act in connection with any such transferee resale. The Company shall agree in writing to be bound bear the cost of the removal of any legend as anticipated by the terms of this AgreementSection 7.

Restricted Shares. Such Former Member The Purchaser acknowledges and agrees that there are substantial restrictions on the transferability of the Purchased Shares. The Purchaser further understands and agrees that the shares of the Company’s Common Stock issuable under this Agreement are restricted shares Purchased Shares have not been registered under the Securities 1933 Act and are “restricted securities” within the meaning of Rule 144 under the 1933 Act and may not be sold except sold, transferred, or otherwise disposed of without registration under the 1933 Act or pursuant to an effective registration statement or an exemption from therefrom. The Purchaser further understands that the registration requirements Purchased Shares will be subject to a “Lock-up Period” as defined and described in the Lock-Up Agreement, which expires at the end of the Securities Act day on November 12, 2009. Furthermore, the Purchaser acknowledges and applicable state securities laws, and agrees that (i) each certificate evidencing the Purchased Shares will bear a restrictive legend to the effect set forth below, and (ii) except to the extent such restrictions are waived by the Company, neither shall transfer any Purchased Shares represented by any such certificate without complying with the restrictions on transfer described in the legend endorsed on such certificate, as required under follows and which shall be delivered also as instructions to the Securities Act, in substantially the following formCompany’s transfer agent: THESE SECURITIES THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, AND, ACCORDINGLY, AND MAY NOT BE OFFERED SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR SOLD EXCEPT PURSUANT TO HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION STATEMENT THEREOF UNDER THE SECURITIES SUCH ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMCOMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR IN A TRANSACTION NOT SUBJECT TO, UNLESS THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL CORPORATION HAS RECEIVED AN OPINION OF COUNSEL COUNSEL, SATISFACTORY TO THE TRANSFEROR TO CORPORATION AND ITS COUNSEL, THAT SUCH EFFECTREGISTRATION IS NOT REQUIRED. FURTHERMORE, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN SECTION 7.04 OF THAT CERTAIN STOCK PURCHASE AGREEMENT DATED JULY 19AS OF OCTOBER 23, 20182009, A COPY OF WHICH AGREEMENT IS ON FILE IN THE PRINCIPAL OFFICE OF THE CORPORATION. Each Former Member understands Except as provided in the Registration Rights Agreement, the Purchaser has no right to require that the shares of Common Stock issuable hereunder may only Purchased Shares be disposed of in compliance with state and federal securities laws. In connection with any transfer of any such shares other than pursuant to an effective registration statement or Rule 144, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred shares registered under the Securities Act. As a condition If any Purchased Shares become eligible for sale without limitation as to volume under Rule 144 under the 1933 Act or any similar or successor provision or become registered pursuant to the Registration Rights Agreement, the Company shall, upon the request of transferthe Purchaser, remove the foregoing legend and any such transferee shall agree in writing transfer restrictions previously provided to be bound by the terms of this AgreementCompany’s transfer agent.

Restricted Shares. Such Former Member Purchaser understands and agrees acknowledges that the shares Securities have not been, and will not as of the Company’s Common Stock issuable under this Agreement are restricted shares time issued, registered under the Securities Act and may not that they will be sold except pursuant to an effective registration statement or an exemption issued in reliance upon exemptions from the registration requirements of the Securities Act and applicable state securities lawsAct, and thus cannot be resold unless they are included in an effective registration statement filed under the Securities Act or unless an exemption from registration is available for such resale. With regard to the restrictions on resales of the Securities, Purchaser is aware (a) that the Company will bear issue stop transfer orders to its stock transfer agent in the event of attempts to improperly transfer any such securities; and (b) that a restrictive legend will be placed on certificates representing the Securities, which legend will read substantially as required under the Securities Act, in substantially the following formfollows: THESE SECURITIES HAVE ARE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), ANDPURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND REGULATIONS PROMULGATED UNDER THE ACT, INCLUDING EXEMPTIONS UNDER SECTIONS 3(b) AND 4(2) OF THE ACT AND THE PROVISIONS OF REGULATION D UNDER SUCH ACT, AND SIMILAR EXEMPTIONS UNDER SATE LAW. ACCORDINGLY, THESE SECURITIES MAY NOT BE OFFERED RESOLD, TRANSFERRED, PLEDGED, ASSIGNED OR SOLD EXCEPT PURSUANT TO HYPOTHECATED UNLESS SUCH SECURITIES ARE COVERED BY AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, AND THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL COMPANY HAS RECEIVED AN OPINION OF SECURITIES COUNSEL REASONABLY SATISFACTORY TO THE TRANSFEROR TO COMPANY THAT SUCH EFFECTEXEMPTION IS AVAILABLE. The legend set forth above shall be removed, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT DATED JULY 19, 2018. Each Former Member understands that and the shares of Common Stock issuable hereunder may only be disposed of in compliance with state and federal securities laws. In connection with any transfer Company shall issue a certificate without such legend to the holder of any such shares other Securities upon which such legend is stamped promptly and, in the case of clauses (i) or (ii) below, no later than pursuant to an effective registration statement or Rule 144the Delivery Date, as such term is defined below, if, unless otherwise required by state securities laws, (i) such Securities are registered for resale under the Securities Act and Purchaser notifies the Company may require the transferor thereof to provide to of a sale of all or a portion of such Securities after such registration is declared effective, (ii) in connection with a sale transaction, such holder provides the Company with an opinion of counsel selected by the transferor and reasonably counsel, in a generally acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Companyform, to the effect that such a public sale, assignment or transfer does not require registration of such transferred shares Securities may be made without registration under the Securities Act, or (iii) such holder provides the Company with reasonable assurances that such Securities can be sold pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold. As Notwithstanding the removal of the legend set forth above in the event the Securities are registered for resale on an effective registration statement, the Company reserves the right to affix a condition legend on certificates representing such Securities that any selling shareholder must comply with the prospectus delivery requirements of transfer, the Securities Act in connection with any such transferee resale. The Company shall agree in writing to be bound bear the cost of the removal of any legend as anticipated by the terms of this AgreementSection 7.

Restricted Shares. Such Former Member understands and agrees that The Shares have not been registered with the shares of SEC or with the Company’s Common Stock issuable under this Agreement securities authority or any state or other jurisdiction. Accordingly the Shares are “restricted shares under securities” within the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements meaning of the Securities Act Act. The Selling Stockholders agree that the Shares, and applicable any Common Stock acquired pursuant to the Earnout, may only be disposed of in compliance with federal and state securities laws. In connection with any transfer of Shares or Common Stock, Axesstel may require the transferor thereof to provide an opinion of counsel, the form and will bear a restrictive legend as required substance of which opinion shall be reasonably satisfactory to Axesstel, to the effect that such transfer does not require registration of such transferred Shares under the Securities Act, . The Selling Stockholders acknowledge that any certificate representing the Shares may contain a legend substantially in substantially the following form: THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT DATED JULY 19, 2018. Each Former Member understands that the shares of Common Stock issuable hereunder may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of any such shares other than pursuant to an effective registration statement or Rule 144, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred shares under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement.

Restricted Shares. Such Former Member Sundog understands and agrees acknowledges that the shares of the Company’s Common Stock issuable under this Agreement are restricted shares Envision Shares have not been registered under the Securities Act of 1933, as amended) (the "ACT"), or any state securities laws, and may not that they will be sold except pursuant to an effective registration statement or an exemption issued in reliance upon certain exemptions from the registration requirements of the Securities Act and applicable state securities those laws, and thus cannot be resold, offered or transferred unless they are registered under the Act or unless Envision has first received an opinion of competent securities counsel reasonably satisfactory in form and substance to Envision that registration is not required for such resale. Sundog agrees that it will bear not resell, offer or transfer any Envision Shares unless such resale, offer or transfer transaction is in accordance with the limitations set forth in the Rights Agreement, in accordance with Rule 144 under the Act, pursuant to registration under the Act, or pursuant to another available exemption from registration. With regard to the restrictions on resales of the Envision Shares, Sundog is aware (i) of the limitations and applicability of Rule 144 of the Act; (ii) that Envision will issue stop transfer orders to its stock transfer agent; and (iii) that a restrictive legend will be placed on certificates representing the Envision Shares, to the extent such restrictions apply, which legend will read substantially as required under the Securities Act, in substantially the following formfollows: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO A CLAIM OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION UNDER OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), AND, ACCORDINGLY, AND STATE SECURITIES LAWS AND THEREFORE HAVE NOT BEEN REGISTERED UNDER THE ACT OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED OFFERED, SOLD, TRANSFERRED, PLEDGED 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 HYPOTHECATED WITHOUT COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT DATED JULY 19, 2018. Each Former Member understands that the shares of Common Stock issuable hereunder may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of any such shares other than pursuant to an effective registration statement or Rule 144, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred shares under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement.THE

Restricted Shares. Such Former Member understands The Purchasers understand and agrees acknowledge that the shares of the Company’s Common Stock issuable under this Agreement are restricted shares Shares have not been registered under the Securities Act Act, or any state securities laws, and may not that they will be sold except pursuant to an effective registration statement or an exemption issued in reliance upon certain exemptions from the registration requirements of the Securities Act and applicable state securities those laws, and thus cannot be resold unless they are registered under the Act or unless the Company has first received an opinion of competent securities counsel that an exemption from registration is available for such resale. With regard to the restrictions on resales of the Shares, the Purchasers are aware (i) of the limitations and applicability of Securities and Exchange Commission Rule 144; (ii) that the Company will bear issue stop transfer orders to its stock transfer agent in the event of attempts to improperly transfer any such securities; and (iii) that a restrictive legend will be placed on certificates representing the Shares, which legend will read substantially as required under the Securities Act, in substantially the following formfollows: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO A CLAIM OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION UNDER OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), AND, ACCORDINGLY, AND STATE SECURITIES LAWS AND THEREFORE HAVE NOT BEEN REGISTERED UNDER THE ACT OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED OFFERED, SOLD, TRANSFERRED, PLEDGED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE HYPOTHECATED WITHOUT COMPLIANCE WITH THE REGISTRATION STATEMENT UNDER OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT OR APPLICABLE STATE LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TOFROM SUCH REGISTRATION REQUIREMENTS. FURTHERMORE, THE COMPANY WILL INSTRUCT ITS STOCK TRANSFER AGENT NOT TO RECOGNIZE ANY SALE OF THESE SECURITIES UNLESS THE COMPANY HAS FIRST RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS SECURITIES COUNSEL, THAT AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT DATED JULY 19, 2018. Each Former Member understands that the shares of Common Stock issuable hereunder may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of any such shares other than pursuant to an effective registration statement or Rule 144, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred shares under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this AgreementIS AVAILABLE.

Restricted Shares. Such Former Member understands and agrees that the All shares of the Company’s ▇▇▇▇▇▇▇▇ Common Stock issuable under this Agreement are to be received by the ▇▇▇▇ Stockholders hereunder shall be restricted shares in their resale as provided in the Securities Act, and shall contain a legend as required by Rule 144 promulgated under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act and applicable state securities laws(“Rule 144”), and will bear a restrictive legend which shall read as required under the Securities Act, in substantially the following formfollows: THESE SECURITIES THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANDOR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, ACCORDINGLYSOLD, MAY NOT BE OFFERED PLEDGED, ASSIGNED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE FROM REGISTRATION REQUIREMENTS OF UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECTACT. The restricted nature of such shares shall not be taken into account or any quoted price of the shares on the Effective Date. Upon receipt of the ▇▇▇▇▇▇▇▇ Common Stock, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT DATED JULY 19each ▇▇▇▇ Stockholder shall execute a Subscription Agreement in the form attached hereto as Exhibit A. In that regard, 2018. Each Former Member understands the ▇▇▇▇ Stockholders shall acknowledge that ▇▇▇▇▇▇▇▇ does not have any obligation to register for resale pursuant to the Securities Act, the shares of the ▇▇▇▇▇▇▇▇ Common Stock issuable hereunder may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of any such shares other than pursuant to an effective registration statement or Rule 144, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred shares under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound received by the terms of this Agreementthem hereunder.

Restricted Shares. Such Former Member PA&E understands and agrees acknowledges that the shares Shares have not been, and will not be as of the Company’s Common Stock issuable under this Agreement are restricted shares time issued, registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not that they will be sold except pursuant to an effective registration statement or an exemption issued in reliance upon exemptions from the registration requirements of the Securities Act and applicable state securities lawsAct, and thus cannot be resold unless they are included in an effective registration statement filed under the Securities Act or unless an exemption from registration is available for such resale. With regard to the restrictions on resales of the Shares, PA&E is aware (a) that the Company will bear issue stop transfer orders to its stock transfer agent in the event of attempts to improperly transfer any such securities; and (b) that a restrictive legend will be placed on certificates representing the Shares, which legend will read substantially as required under the Securities Act, in substantially the following formfollows: THESE SECURITIES HAVE ARE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), ANDPURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND REGULATIONS PROMULGATED UNDER THE ACT, ACCORDINGLYINCLUDING EXEMPTIONS UNDER SECTION 4(2) OF THE ACT AND THE PROVISIONS OF REGULATION D UNDER SUCH ACT, AND SIMILAR EXEMPTIONS UNDER STATE LAW. THESE SECURITIES MAY NOT BE OFFERED RESOLD, TRANSFERRED, PLEDGED, ASSIGNED OR SOLD EXCEPT PURSUANT TO HYPOTHECATED UNLESS SUCH SECURITIES ARE COVERED BY AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT IS AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, AND THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL COMPANY HAS RECEIVED AN OPINION OF SECURITIES COUNSEL REASONABLY SATISFACTORY TO THE TRANSFEROR TO COMPANY THAT SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT DATED JULY 19, 2018. Each Former Member understands that the shares of Common Stock issuable hereunder may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of any such shares other than pursuant to an effective registration statement or Rule 144, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred shares under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this AgreementEXEMPTION IS AVAILABLE.

Restricted Shares. Such Former Member Seller understands and agrees acknowledges that the shares Shares have not been, and will not as of the Company’s Common Stock issuable under this Agreement are restricted shares time issued, be registered under the Securities Act and may not that they will be sold except pursuant to an effective registration statement or an exemption issued in reliance upon exemptions from the registration requirements of the Securities Act and applicable state securities lawsAct, and thus cannot be resold unless they are included in an effective registration statement filed under the Securities Act or unless an exemption from registration is available for such resale. With regard to the restrictions on resales of the Shares for which a Registration Statement is not effective, Seller is aware: (a) that the Buyer will bear issue stop transfer orders to its stock transfer agent in the event of attempts to improperly transfer any such Shares, and (b) that a restrictive legend will be placed on certificates representing the Shares, which legend will read substantially as required under the Securities Act, in substantially the following form: THESE SECURITIES follows: 2.6.1. THE SHARES REPRESENTED BY THIS CERTICATE HAVE NOT BEEN REGISTERED WITH UNDER THE SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND EXCHANGE COMMISSION MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE SECURITIES COMMISSION ABSENCE OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED (OR A PRIOR OPINION OF COUNSEL SATISFACTORY TO THE “SECURITIES ACT”)ISSUER, AND, ACCORDINGLY, MAY THAT REGISTRATION IS NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT REQUIRED UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMOF 1933. 2.6.2. The legend set forth above shall be promptly removed, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT DATED JULY 19, 2018. Each Former Member understands that and the shares of Common Stock issuable hereunder may only be disposed of in compliance with state and federal securities laws. In connection with any transfer Buyer shall issue a certificate without such legend to the holder of any such shares other than pursuant to an effective registration statement or Rule 144unlegended Shares upon which such legend is stamped, if, unless otherwise required by state securities laws, (i) such Shares are registered for resale under the Company may require Securities Act, (ii) in connection with a sale transaction, such holder provides the transferor thereof to provide to the Company Buyer with an opinion of counsel selected by the transferor and reasonably counsel, in a generally acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Companyform, to the effect that such a public sale, assignment or transfer does not require registration of such transferred shares Shares may be made without registration under the Securities Act, or (iii) such holder provides the Buyer with reasonable assurances that such Shares can be sold pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold. As Notwithstanding the removal of the legend set forth above in the event the Shares are registered for resale on an effective registration statement, the Buyer reserves the right to affix a condition legend on certificates representing such Shares that any selling shareholder must comply with the prospectus delivery requirements of transferthe Securities Act in connection with any resale. EXHIBIT 10.1 ------------ CONSULTING AGREEMENT (SEE ATTACHED) CONSULTING AGREEMENT -------------------- THIS AGREEMENT IS ENTERED INTO AS OF JULY 13, any such transferee shall agree in writing to be bound by the terms of this Agreement▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇., ▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ CORPORATION (THE "COMPANY"), TRYLON METRICS, INC., A LOUISIANA CORPORATION, (TRYLON) AND ipPARTNERS (THE "CONSULTANT").

Restricted Shares. Such Former Member Stockholder acknowledges, understands and agrees that agrees 4.6.1 The NetVision Shares set forth as consideration in Section 3 have not been registered with the shares Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the Company’s Common Stock issuable "Securities Act") and have not been registered under this Agreement are restricted shares any state securities law. The NetVision Shares may not be resold or redistributed without registration under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act and any applicable state securities laws, unless an applicable exemption from such registration is available. 4.6.2 The NetVision Shares being acquired by such Stockholder under this Agreement, are being acquired for such Stockholder's own account, for investment purposes, not for the interest of any other person, firm or entity, and will bear not with a restrictive legend as required view to or present intention of reselling or distributing all or any portion of, or interest in, the NetVision Shares. 4.6.3 Such Stockholder does not have any right to compel NetVision to register the NetVision Shares under the Securities ActAct or any state securities law and such Stockholder acknowledges that NetVision has no present intention of registering the NetVision shares, unless as specified in substantially a Registration Rights Agreement, and then only to the extent contained therein, and in the form attached hereto. 4.6.4 Such Stockholder has such knowledge and experience in financial and business matters that he is capable by himself of evaluating the merits and risks of his investment in the NetVision Shares and of making an informed investment decision. 4.6.5 Such Stockholder has sought and received competent professional accounting advice from a qualified professional with regard to the tax consequences of owning NetVision Shares and of this transaction in general. 4.6.6 The certificates evidencing the NetVision Shares shall bear the following formlegend: THESE SECURITIES THE SHARES REPRESENTED BY THIS STOCK CERTIFIED HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF UNDER ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER SECURITIES ACT (THE "STATE ACTS") OR THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO SHARES CANNOT BE SOLD OR OTHERWISE DISPOSED OF WITHOUT EITHER REGISTRATION OR AN AGREEMENT DATED JULY 19, 2018. Each Former Member understands that the shares of Common Stock issuable hereunder may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of any such shares other than pursuant to an effective registration statement or Rule 144, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred shares under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this AgreementEXEMPTION FROM REGISTRATION.

Restricted Shares. Such Former Member Investor understands and agrees that that, except as provided for herein, the shares sale of the Company’s Common Stock issuable under this Agreement are restricted shares Shares has not been and is not being registered under the Securities Act or any applicable state securities laws, and the Shares, as applicable, may not be transferred unless: (a) they are sold except pursuant to an effective registration statement or an under the Securities Act; or (b) they are being sold pursuant to a valid exemption from the registration requirements of the Securities Act Act; or (c) they are sold or transferred to an “affiliate” (as defined in Rule 144) of such Investor who agrees to sell or otherwise transfer the Shares only in accordance with this Section 3.8 and applicable who is an accredited investor (as defined in Section 3.9 below), or (d) they are validly sold pursuant to Rule 144. The Investor understands that the Shares will (unless otherwise provided by the provisions of this Agreement) be stamped or imprinted with a legend substantially similar to the following (in addition to any legend required by state securities laws, and will bear a restrictive legend as required under the Securities Act, in substantially the following form: THESE ): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED OFFERED, SOLD, TRANSFERRED, PLEDGED OR SOLD HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS PERMITTED 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 APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE STATE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES LAWS AS EVIDENCED BY A LEGAL MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE TRANSFEROR TO ISSUER THAT SUCH EFFECTOFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE ACT AND ANY APPLICABLE STATE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT DATED JULY 19, 2018. Each Former Member understands that the shares of Common Stock issuable hereunder may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of any such shares other than pursuant to an effective registration statement or Rule 144, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred shares under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this AgreementLAWS.

Restricted Shares. Such Former Member Purchaser understands and agrees acknowledges that the shares Shares have not been, and will not as of the Company’s Common Stock issuable under this Agreement are restricted shares time issued, be registered under the Securities Act and may not that they will be sold except pursuant to an effective registration statement or an exemption issued in reliance upon exemptions from the registration requirements of the Securities Act and applicable state securities lawsAct, and thus cannot be resold unless they are included in an effective registration statement filed under the Securities Act or unless an exemption from registration is available for such resale. With regard to the restrictions on resales of the Shares for which a Registration Statement is not effective, Purchaser is aware: (a) that the Company will bear issue stop transfer orders to its stock transfer agent in the event of attempts to improperly transfer any such Shares, and (b) that a restrictive legend will be placed on certificates representing the Shares, which legend will read substantially as required under the Securities Act, in substantially the following formfollows: THESE SECURITIES (THE "SECURITIES") HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR THE “SECURITIES ACT”), AND, ACCORDINGLY, LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED OR SOLD EXCEPT PURSUANT TO FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER FOR THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANYCORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT DATED JULY 19The legend set forth above shall be promptly removed, 2018. Each Former Member understands that and the shares of Common Stock issuable hereunder may only be disposed of in compliance with state and federal securities laws. In connection with any transfer Company shall issue a certificate without such legend to the holder of any such shares other than pursuant to an effective registration statement or Rule 144Unlegended Shares (as defined below) upon which such legend is stamped, if, unless otherwise required by state securities laws, (i) such Shares are registered for resale under the Securities Act, (ii) in connection with a sale transaction, such holder provides the Company may require the transferor thereof to provide to the Company with an opinion of counsel selected by the transferor and reasonably counsel, in a generally acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Companyform, to the effect that such a public sale, assignment or transfer does not require registration of such transferred shares Shares may be made without registration under the Securities Act, or (iii) such holder provides the Company with reasonable assurances that such Shares can be sold pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold. As Notwithstanding the removal of the legend set forth above in the event the Shares are registered for resale on an effective registration statement, the Company reserves the right to affix a condition legend on certificates representing such Shares that any selling shareholder must comply with the prospectus delivery requirements of transfer, the Securities Act in connection with any such transferee resale. The Company shall agree in writing to be bound bear the cost of the removal of any legend as anticipated by the terms of this AgreementSection 7.

Restricted Shares. Such Former Member The undersigned understands and agrees acknowledges that the shares of the Company’s Common Stock issuable under this Agreement are restricted shares Shares have not been registered under the Securities Act and may not be sold except pursuant to an effective registration statement Act, or an exemption from the registration requirements of the Securities Act and applicable any state securities laws, and will bear be issued in reliance upon certain exemptions from the registration requirements of those laws, and thus cannot be resold unless they are registered under the Act or unless the Company has first received an opinion of competent securities counsel that an exemption from registration is available for such resale. With regard to the restrictions on resales of the Shares, the undersigned is aware (i) of the limitations and applicability of Securities and Exchange Commission Rule 144; (ii) that the Company will issue stop transfer orders to its stock transfer agent in the event of attempts to improperly transfer the Shares; and (iii) that a restrictive legend will be placed on the certificates representing the Shares, which legend will read substantially as required under the Securities Act, in substantially the following formfollows: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO A CLAIM OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION UNDER OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), AND, ACCORDINGLY, AND STATE SECURITIES LAWS AND THEREFORE HAVE NOT BEEN REGISTERED UNDER THE ACT OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED OFFERED, SOLD, TRANSFERRED, PLEDGED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE HYPOTHECATED WITHOUT COMPLIANCE WITH THE REGISTRATION STATEMENT UNDER OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT OR APPLICABLE STATE LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TOFROM SUCH REGISTRATION REQUIREMENTS. FURTHERMORE, THE COMPANY WILL INSTRUCT ITS STOCK TRANSFER AGENT NOT TO RECOGNIZE ANY SALE OF THESE SECURITIES UNLESS THE COMPANY HAS FIRST RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS SECURITIES COUNSEL, THAT AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT DATED JULY 19, 2018. Each Former Member understands that the shares of Common Stock issuable hereunder may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of any such shares other than pursuant to an effective registration statement or Rule 144, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred shares under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this AgreementIS AVAILABLE.

Restricted Shares. Such Former Member understands and agrees that the All shares of the Company’s Global Earth Common Stock issuable under this Agreement are to be received by the 688239 B.C. Stockholder hereunder shall be restricted shares in their resale as provided in the Securities Act, and shall contain a legend as required by Rule 144 promulgated under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act and applicable state securities laws, and will bear a restrictive legend (“Rule 144”) which shall read as required under the Securities Act, in substantially the following formfollows: THESE SECURITIES THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANDOR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, ACCORDINGLYSOLD, MAY NOT BE OFFERED PLEDGED, ASSIGNED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE FROM REGISTRATION REQUIREMENTS OF UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECTACT. The restricted nature of such shares shall not be taken into account or any quoted price of the shares on the Effective Date. Upon receipt of the Global Earth Common Stock, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT DATED JULY 19the 688239 B.C. Stockholder shall execute a Subscription Agreement in the form attached hereto as Attachment A. In that regard, 2018. Each Former Member understands the 688239 B.C. Stockholder shall acknowledge that Global Earth does not have any obligation to register for resale pursuant to the Securities Act, the shares of the Global Earth Common Stock issuable hereunder may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of any such shares other than pursuant to an effective registration statement or Rule 144, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred shares under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound received by the terms of this Agreementhim hereunder.

Restricted Shares. Such Former Member understands Quadrivium acknowledges and agrees that the shares of the Company’s Quadrivium Shares (i) are authorized but previously unissued Common Stock issuable under this Agreement are restricted shares which have not been registered under the Securities Act of 1933, as amended ("the Act") or any state securities laws, (ii) have been acquired for investment purposes and not with a view to distribution or resale, (iii) may not be sold except pursuant to an effective registration statement or transferred unless such shares have been registered under the Act, or unless an exemption from the registration requirements of the Securities Act and applicable state securities lawsis available, and will (iv) the certificates representing such shares shall bear a restrictive legend as required under the Securities Act, in substantially the following formlegend: THESE SECURITIES THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), AND, ACCORDINGLY, OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE TRANSFERRED UNTIL (I) A 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 SUCH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT DATED JULY 19The Quadrivium Shares have those registration rights that are more fully described in that certain Registration Rights Agreement, 2018. Each Former Member understands that dated as of the shares of Common Stock issuable hereunder may only be disposed of in compliance with state date hereof, between Quadrivium and federal securities laws. In connection with any transfer of any such shares other than pursuant to an effective registration statement or Rule 144, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the CompanyLaserSight Incorporated, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred shares under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreementis attached hereto as Exhibit 3.