Common use of Securities Matters Clause in Contracts

Securities Matters. (a) The Common Stock of PocketSpec is registered pursuant to Section 12(g) of the Exchange Act. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true and complete copies of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. (b) As of their respective dates, all of PocketSpec's reports, statements and other filings with the Commission (the "SEC Documents") complied in all material respects with the requirements of the Act or the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange Stock to be issued to the Members shall be and is exempt from the registration requirements of the Securities Act, and the transfer of the Exchange Stock to the Members will not violate the anti-fraud provisions of the Securities Act and the exchange of securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal Requirements.

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

Securities Matters. (a) The Common Stock of PocketSpec is registered Company shall be under no obligation to effect the registration pursuant to Section 12(gthe Securities Act of 1933, as amended (the “1933 Act”) of any interests in the Exchange ActPlan or any shares of Company Stock to be issued thereunder or to effect similar compliance under any state laws. PocketSpec has had The Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Company Stock pursuant hereto unless and until the opportunity to obtain Company is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on Sierra Norte's behalf true and complete copies which shares of Company Stock are traded. The Committee may require, as a condition of the SEC Documents (except for exhibits issuance and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect delivery of certificates evidencing shares of Company Stock pursuant to the transactions contemplated by this Agreementterms hereof, that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Company Stock, if and when issued upon exercise of the Option, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is available. (b) As The exercise of their respective datesthe Option shall be effective only at such time as counsel to the Company shall have determined that the issuance and delivery of shares of Company Stock pursuant to such exercise is in compliance with all applicable laws, all regulations of PocketSpec's reports, statements governmental authority and other filings with the Commission (the "SEC Documents") complied in all material respects with the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may, in its sole discretion, defer the Act or the Exchange Act as the case may be and the rules and regulations effectiveness of any exercise of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary Option in order to make allow the statements therein, issuance of shares of Company Stock pursuant thereto to be made pursuant to registration or an exemption from registration or other methods for compliance available under federal or state securities laws. The Committee shall inform the Participant in light writing of its decision to defer the effectiveness of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations exercise of the Commission or other applicable rules Option. During the period that the effectiveness of the exercise of the Option has been deferred, the Participant may, by written notice, withdraw such exercise and regulations obtain the refund of any amount paid with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange Stock to be issued to the Members shall be and is exempt from the registration requirements of the Securities Act, and the transfer of the Exchange Stock to the Members will not violate the anti-fraud provisions of the Securities Act and the exchange of securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal Requirements.

Securities Matters. (a) The Common Stock of PocketSpec is registered Company shall be under no obligation to effect the registration pursuant to Section 12(g) the Securities Act of 1933, as amended (the “Securities Act”), of any interests in the Plan or any Shares to be issued thereunder or to effect similar compliance under any state laws. The exercise of the Exchange ActOption shall not be effective and the Company shall not be obligated to cause to be issued or delivered any certificates evidencing Shares pursuant hereto unless and until the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which Shares are traded. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true and complete copies The Administrator may require, as a condition of the SEC Documents (except for exhibits issuance and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect delivery of certificates evidencing Shares pursuant to the transactions contemplated by this Agreementterms hereof, that the recipient of such Shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Administrator, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the Shares, if and when issued upon exercise of the Option, may be “restricted securities,” as that term is defined in Rule 144 under the Securities Act and, accordingly, the Participant may be required to hold the Shares indefinitely unless they are registered under such Act or an exemption from such registration is available. (b) As The Administrator may, in its sole discretion, defer the effectiveness of their respective dates, all of PocketSpec's reports, statements and other filings with the Commission (the "SEC Documents") complied in all material respects with the requirements any exercise of the Act or the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary Option in order to make allow the statements therein, issuance of Shares pursuant thereto to be made pursuant to registration or an exemption from registration or other methods for compliance available under federal or state securities laws. The Administrator shall inform the Participant in light writing of its decision to defer the effectiveness of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations exercise of the Commission or other applicable rules Option. During the period that the effectiveness of the exercise of the Option has been deferred, the Participant may, by written notice, withdraw such exercise and regulations obtain the refund of any amount paid with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange Stock Participant shall have no rights as a shareholder of the Company with respect to be issued any Shares subject to the Members shall be Option unless and until a certificate with respect to such Shares is exempt from issued in the registration requirements name of the Securities ActParticipant or, and in the case of uncertificated Shares, an appropriate book entry is made on the books of the transfer agent reflecting the issuance of the Exchange Stock to the Members will not violate the anti-fraud provisions of the Securities Act and the exchange of securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal RequirementsShares.

Securities Matters. Subscriber understands, acknowledges, and agrees that: (a) The Common Stock (i) the Subscriber Equity Consideration and the offering relating to the Subscriber Equity Consideration have not been registered under the Securities Act of PocketSpec is registered 1933, as amended (the “Securities Act”), or any state or other securities laws or substantially similar laws, (ii) based in part upon the representations made by Subscriber in this Agreement, the Subscriber Equity Consideration will be issued in reliance upon an exemption from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 12(g4(a)(2) and/or Regulation D thereof, (iii) the Subscriber Equity Consideration will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings, and (iv) the Subscriber Equity Consideration will not have the protection of Section 11 of the Exchange Securities Act. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true and complete copies of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement.; (b) As Subscriber’s financial condition is such that it can afford to bear the economic risk of their such investment in its respective dates, all of PocketSpec's reports, statements and other filings with the Commission (the "SEC Documents") complied in all material respects with the requirements portion of the Subscriber Equity Consideration indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).is exempt therefrom; (c) The such exemptions depend upon, among other things, the bona fide nature of the investment intent of Subscriber expressed herein; (d) no securities were offered or sold to Subscriber by means of any form of general solicitation or general advertising contemplated by Rule 502(c) under the Securities Act including, but not limited to, any advertisement, article, leaflet, public promotional meeting, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or meeting or any other form of general public advertising or solicitation; (e) the Subscriber Equity Consideration offered hereby have not been approved, disapproved or recommended by the Securities and Exchange Stock Commission (the “SEC”) or any state securities commission, nor has the SEC or any state securities commission passed upon the accuracy or adequacy of any representations by COZ or any other Person; (f) the statements that COZ or its Subsidiaries, and/or any of their respective successors or assigns have made, and the other information that Subscriber has received (including oral statements), include forward-looking statements about such Persons’ future business operations, financial projections, and other matters. Those statements speak only as of the date made, are not guarantees of future financial performance and involve known and unknown risks and other factors that could cause actual results to be issued to materially different from any future results expressed or implied by those statements; (g) the Members shall be and is exempt from Subscriber Equity Consideration (i) constitutes “Restricted Securities” within the registration requirements meaning of Rule 144 under the Securities Act, (ii) is subject to restrictions on transferability and the transfer of the Exchange Stock to the Members will resale, and (iii) may not violate the anti-fraud provisions of be transferred or resold except as permitted under the Securities Act and applicable state securities laws, pursuant to registration or exemption therefrom; (h) none of COZ or its Subsidiaries, and/or any of their respective successors or assigns is assuming any obligation to repurchase or to register the exchange transfer of any portion of the Subscriber Equity Consideration under the Securities Act or under any state securities provided for law; and (i) Subscriber will not sell or transfer any of the Subscriber Equity Consideration unless (1) there is then in Section 2.1 effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (2) such transfer is made in accordance with the terms and conditions of this Agreement has been consummated in conformity with all other applicable Legal Requirementsthe COZ LLC Agreement.

Securities Matters. Each Seller Party acknowledges that the shares of Buckeye Stock being issued in connection with this Agreement have not been and will not be registered under the 1933 Act, or any state securities laws and may not be resold without compliance with the 1933 Act and any applicable state securities laws or based upon an exemption, if available, under the 1933 Act and any applicable state securities laws. Each Stockholder further represents, warrants and covenants that (a) The Common the shares of Buckeye Stock being issued in connection with this Agreement are being acquired by the Seller Parties solely for their own account, for investment purposes only, and with no present intention of PocketSpec is registered pursuant to Section 12(g) distributing, selling or otherwise disposing of the Exchange Act. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true such Buckeye Stock in connection with a distribution, and complete copies of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. (b) As none of their respective datesthe shares of Buckeye Stock being issued to or obtained by any Seller Party will be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of except after full compliance with all of PocketSpec's reports, statements and other filings with the Commission (the "SEC Documents") complied in all material respects with the requirements applicable provisions of the 1933 Act or the Exchange Act as the case may be and the rules and regulations of the United States Securities and Exchange Commission promulgated thereunder (the “SEC”) and other federal, after full compliance with any applicable state and local securities laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein. Each Seller Party acknowledges that, in light of addition to any other legends which Buckeye may require, including those required by the circumstances under which they were madeTransfer Restriction Agreement, not misleadingall certificates evidencing the Buckeye Stock shall bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY ONLY BE SOLD OR OTHERWISE TRANSFERRED IF THE HOLDER HEREOF COMPLIES WITH THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)THE SHARES ARE “RESTRICTED SECURITIES” AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. (c) The Exchange Stock to be issued to the Members shall be and is exempt from the registration requirements of the Securities Act, and the transfer of the Exchange Stock to the Members will not violate the anti-fraud provisions of the Securities Act and the exchange of securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal Requirements.

Securities Matters. Subscriber understands, acknowledges, and agrees that: (a) The Common Stock (i) the Subscriber Equity Consideration and the offering relating to the Subscriber Equity Consideration have not been registered under the Securities Act of PocketSpec is registered 1933, as amended (the “Securities Act”), or any state or other securities laws or substantially similar laws, (ii) based in part upon the representations made by Subscriber in this Agreement, the Subscriber Equity Consideration will be issued in reliance upon an exemption from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 12(g4(a)(2) and/or Regulation D thereof, (iii) the Subscriber Equity Consideration will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings, and (iv) the Subscriber Equity Consideration will not have the protection of Section 11 of the Exchange Securities Act. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true and complete copies of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement.; (b) As Subscriber’s financial condition is such that it can afford to bear the economic risk of their such investment in its respective dates, all of PocketSpec's reports, statements and other filings with the Commission (the "SEC Documents") complied in all material respects with the requirements portion of the Subscriber Equity Consideration indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).is exempt therefrom; (c) The such exemptions depend upon, among other things, the bona fide nature of the investment intent of Subscriber expressed herein; (d) no securities were offered or sold to Subscriber by means of any form of general solicitation or general advertising contemplated by Rule 502(c) under the Securities Act including, but not limited to, any advertisement, article, leaflet, public promotional meeting, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or meeting or any other form of general public advertising or solicitation; (e) the Subscriber Equity Consideration offered hereby have not been approved, disapproved or recommended by the Securities and Exchange Stock Commission (the “SEC”) or any state securities commission, nor has the SEC or any state securities commission passed upon the accuracy or adequacy of any representations by WEPCO, WEPCO Holdings or any other Person; (f) the statements that WEPCO or its Subsidiaries, and/or any of their respective successors or assigns have made, and the other information that Subscriber has received (including oral statements), include forward-looking statements about such Persons’ future business operations, financial projections, and other matters. Those statements speak only as of the date made, are not guarantees of future financial performance and involve known and unknown risks and other factors that could cause actual results to be issued to materially different from any future results expressed or implied by those statements; (g) the Members shall be and is exempt from Subscriber Equity Consideration (i) constitutes “Restricted Securities” within the registration requirements meaning of Rule 144 under the Securities Act, (ii) is subject to restrictions on transferability and the transfer of the Exchange Stock to the Members will not violate the anti-fraud provisions of the Securities Act and the exchange of securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal Requirements.resale, and

Securities Matters. VII.1 Upon conversion of the Note, the Conversion Stock, will be received by the Lender for investment purposes for its own account, and not with the view to, or for resale in connection with, any distribution thereof. Lender understands that the Conversion Stock will not been registered under the Securities Act of 1933, as amended (athe "Securities Act"), or under the securities laws of various states, by reason of a specified exemption from the registration provisions thereunder. VII.2 Lender acknowledges that the Conversion Stock may not be resold unless they are subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available. Lender has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act which permits limited resale of the securities purchased in a private placement subject to the satisfaction of certain conditions including, among other things, the availability of certain current public information about Borrower and compliance with applicable requirements regarding the holding period and the amount of securities to be sold and the manner of sale. VII.3 Lender has received and carefully reviewed (i) The Common Stock of PocketSpec is registered Borrower's Registration Statement on Form S-1, (ii) all other information filed by Borrower pursuant to Section 12(g) the Securities Act or the Securities Exchange Act of 1934, as amended. VII.4 Lender is aware that no federal or state or other agency has passed upon or made any finding or determination concerning the Exchange Act. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true and complete copies fairness of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to the transactions contemplated by this AgreementAgreement or the adequacy of the disclosure of the exhibits and schedules hereto and the Lender must forego the Conversion Stock, if an, that such a review would provide. (b) As of their respective dates, all of PocketSpec's reports, statements VII.5 Lender understands and acknowledges that neither the Internal Revenue Service nor any other filings with tax authority has been asked to rule on nor has it ruled on the Commission (the "SEC Documents") complied in all material respects with the requirements tax consequences of the Act or the Exchange Act transactions contemplated hereby. VII.6 Lender represents and covenants that it is arid "Accredited Investor" as the case may be and the rules and regulations term is defined in Rule 501(a) of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances Regulation D under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange Stock to be issued to the Members shall be and is exempt from the registration requirements of the Securities Act. VII.7 Lender understands that all certificates for the Conversion Stock shall bear a legend in substantially the following form: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, and the transfer of the Exchange Stock to the Members will not violate the anti-fraud provisions of the Securities Act and the exchange of securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal RequirementsAS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE ISSUER OF AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.

Securities Matters. This Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended, (athe “Securities Act”) The Common Stock of PocketSpec is registered pursuant to Section 12(g) of the Exchange Act. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true and complete copies of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. (b) As of their respective dates, all of PocketSpec's reports, statements and other filings with the Commission (the "SEC Documents") complied in all material respects with the requirements of the Act or the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange Stock to be issued to the Members Holder for investment purposes and not with a view to the distribution of either the Warrant or the Warrant Shares. Each certificate for the Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall be contain a legend on the face thereof, in form and is exempt from substance satisfactory to counsel for the registration requirements Corporation, setting forth the restrictions on transfer contained in this Section. The Holder understands that this Warrant and the Warrant Shares constitute “restricted securities” under federal securities laws and acknowledges that Rule 144 of the Securities Actand Exchange Commission is not now, and may not in the transfer future be, available for resale of this IRELAND INC. 3 Common Stock Purchase Warrant Certificate Warrant and/or the Warrant Shares. By acceptance of this certificate, the Holder acknowledges and agrees that: (1) The Holder is acquiring this Warrant and the Warrant Shares for its own account for investment, with no present intention of dividing its interest with others or of reselling or otherwise disposing of all or any portion of the Exchange Stock same; (2) The Holder does not intend any sale of this Warrant or the Warrant Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non- occurrence of any predetermined event or circumstance; (3) The Holder has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for or which is likely to compel a disposition of this Warrant or the Warrant Shares; (4) The Holder is not aware of any circumstances presently in existence which are likely in the future to prompt a disposition of this Warrant or the Warrant Shares; (5) This Warrant and the Warrant Shares were offered to the Members Holder in direct communication between the Holder and the Corporation and not through any advertisement of any kind; and (6) The Holder has the financial means to bear the economic risk of the investment which it hereby agrees to make. All certificates representing the Warrant Shares will not violate be endorsed with a legend substantially as follows or such similar or other legends as deemed advisable by the anti-fraud provisions of Corporation to ensure compliance with the Securities Act and the exchange of securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all any other applicable Legal Requirements.laws or regulations:

Securities Matters. Except as set forth on SCHEDULE 3.37: (a) The Such Shareholder has such knowledge and experience in financial and business matters and such experience in evaluating and investing in companies such as TMP as to be capable of evaluating the merits and risks of an investment in the TMP Common Stock. Such Shareholder has the financial ability to bear the economic risk of his investment in the TMP Common Stock of PocketSpec is registered pursuant to Section 12(g) of the Exchange Act. PocketSpec being acquired hereunder, has had the opportunity to obtain on Sierra Norte's behalf true adequate means for providing for his current needs and complete copies of the SEC Documents (except contingencies and has no need for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than liquidity with respect to the transactions contemplated by this Agreementhis investment in TMP. (b) As of their respective datesSuch Shareholder is acquiring the TMP Shares for his own account, all of PocketSpec's reportsfor investment purposes only, statements and other filings not with the Commission view to, or for resale in connection with, any distribution thereof. Such Shareholder understands that the TMP Shares have not been registered under the Securities Act of 1933, as amended (the "SEC DocumentsSECURITIES ACT") complied in all material respects with ), or under the requirements securities laws of various states, by reason of a specified exemption from the registration provisions thereunder which depends upon, among other things, the bona fide nature of such Shareholder's investment intent as expressed herein. Such Shareholder acknowledges that his representations and warranties contained herein are being relied upon by TMP as a basis for the exemption of the Act or the Exchange Act as the case may be and the rules and regulations issuance of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange TMP Common Stock to be issued to the Members shall be and is exempt hereunder from the registration requirements of the Securities Act, Act and any applicable state securities laws. (c) Such Shareholder acknowledges that the transfer of the Exchange Stock to the Members will not violate the anti-fraud provisions of TMP Shares must be held indefinitely unless they are subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available. Such Shareholder has been advised or is aware of the exchange provisions of Rule 144 promulgated under the Securities Act which permits limited resale of the securities purchased in a private placement subject to the satisfaction of certain conditions including, among other things, the availability of certain current public information about TMP and compliance with applicable requirements regarding the holding period and the amount of securities provided to be sold and the manner of sale. Such Shareholder understands that only TMP can take action to register the TMP Shares. (d) Such Shareholder has relied upon independent investigations made by such Shareholder and is fully familiar with the business, results of operations, financial condition, prospects and other affairs of TMP and realizes the TMP Shares are a speculative investment involving a high degree of risk for which there is no assurance of any return. Such Shareholder has, among other things, accessed and carefully reviewed (i) TMP's Annual Report on Form 10-K for the year ended December 31, 1999, (ii) TMP's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000 and June 30, 2000, (iii) TMP's Proxy Statement dated May 19, 2000, (iv) TMP's Registration Statement on Form S-1 (SEC file number 333-41996) and all amendments thereto, (v) TMP's current Reports on Form 8-K filed in Section 2.1 2000, and (vi) all other information filed by TMP pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") since January 1, 2000. Such Shareholder acknowledges that in connection with the Merger, neither TMP nor anyone acting on its behalf or any other person has made, and such Shareholder is not relying upon, any representations, statements or projections concerning TMP, its present or projected results of operations, financial condition, prospects, present or future plans, acquisition plans, products and services, or the value of the TMP Shares or TMP's business or any other matter in relation to TMP's business or affairs. Such Shareholder has had an opportunity to discuss TMP's business, management, financial affairs and acquisition plans with TMP's management, to review TMP's facilities, and to obtain such additional information concerning such Shareholder's investment in the TMP Shares in order for such Shareholder to evaluate its merits and risks, and such Shareholder has determined that the TMP Shares are a suitable investment for such Shareholder and that at this time such Shareholder could bear a complete loss of his investment. (e) Such Shareholder is aware that no federal or state or other agency has passed upon or made any finding or determination concerning the fairness of the transactions contemplated by this Agreement and the Merger Documents or the adequacy of the disclosure of the exhibits and schedules hereto or thereto and such Shareholder must forego the security, if any, that such a review would provide. (f) Such Shareholder understand and acknowledge that neither the IRS nor any other tax authority has been consummated asked to rule on the tax consequences of the Merger or by the Merger Documents and, accordingly, in conformity making his decision to acquire the TMP Shares such Shareholder has relied upon the investigations of such Shareholder's own tax and business advisers in addition to such Shareholder's own independent investigations, and that such Shareholder and such Shareholder's advisers have fully considered all the tax consequences of such Shareholder's acquisition of the TMP Shares. (g) Except as set forth on SCHEDULE A, such Shareholder is an "ACCREDITED INVESTOR" as that term is defined in Rule 501(a) of Regulation D under the Securities Act by reason of being a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. (h) Such Shareholder understands that all other applicable Legal Requirementscertificates for the TMP Shares issued to the Shareholders shall bear a legend in substantially the following form: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE ISSUER OF AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS."

Securities Matters. (a) The Common Stock Buyer covenants and agrees that, so long as Sellers own any shares of PocketSpec is registered pursuant Buyer’s capital stock, Buyer will continue to Section 12(g) of the Exchange Act. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true and complete copies of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. (b) As of their respective dates, timely file all of PocketSpec's reports, statements and other filings with the Commission (the "SEC Documents") complied in all material respects with the requirements of the Act or the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact reports required to be stated therein or necessary in order to make maintain current and in good standing as a fully reporting company with the statements therein, in light of the circumstances under which they were made, not misleadingSEC and that it will at all times maintain its OTC status or better. The financial statements of PocketSpec included TARGET Shares received by BUYER are for investment purposes for BUYER’s own account, and not with the view to, or for resale in connection with, any distribution thereof. BUYER understands that the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements TARGET Shares have not been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange Stock to be issued to the Members shall be and is exempt from the registration requirements of registered under the Securities Act, and or under the transfer securities laws of various states, by reason of a specified exemption from the Exchange Stock to registration provisions thereunder. BUYER acknowledges that the Members will not violate TARGET Shares must be held indefinitely unless the anti-fraud provisions of TARGET Shares are subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available. BUYER has been advised or is aware of the exchange provisions of Rule 144 promulgated under the Securities Act which permits limited resale of the securities purchased in a private placement subject to the satisfaction of certain conditions including, among other things, the availability of certain current public information about TARGET and compliance with applicable requirements regarding the holding period and the amount of securities provided for to be sold and the manner of sale. BUYER is a sophisticated investor with knowledge and experience in Section 2.1 business and financial matters and is able to bear the economic risk and lack of this Agreement liquidity inherent in owning the TARGET Shares. BUYER has received and carefully reviewed, if available and applicable: (a) TARGET’s most recent SEC filings, and (b) all other information filed by TARGET pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended; and (c) information supplied otherwise that otherwise supplies adequate material information. BUYER understands and acknowledges that no Governmental Authority has been consummated asked to rule on nor has it ruled on the tax or other consequences of the transactions contemplated hereby. BUYER represents and warrants that BUYER is an “Accredited Investor” as defined in conformity with Rule 501(a) of Regulation D under the Securities Act. BUYER understands that all other applicable Legal Requirementscertificates for the TARGET Shares shall bear a legend in substantially the following form: re: RED WIRE GROUP, LLC Between: 12 ReTech, & the Members of RED WIRE GROUP, LLC January 12, 2019 “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE ISSUER OF AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT, AS AMENDED, OR ANY STATE SECURITIES LAWS.”

Securities Matters. (a) The Common Stock Company has prepared and filed in conformity with the requirements of PocketSpec is registered the Securities Act and published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Securities and Exchange Commission (the “Commission”) a “shelf” Registration Statement (as hereinafter defined) on Form S-3 (File No. 333-176672), which became effective as of October 7, 2011 (the “Effective Date”), including the Base Prospectus, and such amendments and supplements thereto as may have been required up to the date of this Agreement. The term “Registration Statement” as used in this Agreement means the registration statement (including all exhibits, financial schedules and all documents and information deemed to be a part of the Registration Statement pursuant to Section 12(g) Rule 430B of the Exchange ActRules and Regulations), as amended and/or supplemented to the date of this Agreement, including the Base Prospectus. PocketSpec has had The Registration Statement is effective under the opportunity to obtain on Sierra Norte's behalf true Securities Act and complete copies no stop order preventing or suspending the effectiveness of the SEC Documents (except Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should that purpose have been disclosed publicly by PocketSpec but which has not been so disclosedinstituted or, other than with respect to the transactions contemplated knowledge of the Company, are threatened by this Agreementthe Commission. (b) As At the time the Registration Statement and at the date of their respective datesthis Agreement, all the Registration Statement (including documents incorporated by reference therein) and any amendments thereto filed as of PocketSpec's reportsthe applicable time, statements conformed and other filings with the Commission (the "SEC Documents") complied will conform in all material respects with to the requirements of the Securities Act or the Exchange Act as the case may be and the rules did not and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained will not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading. (c) At the date of this Agreement, the Prospectus conformed in all material respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange Stock to be issued to the Members shall be and is exempt from the registration requirements of the Securities Act, and the transfer of the Exchange Stock to the Members will not violate the anti-fraud provisions of the Securities Act and the exchange of securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal Requirements.

Securities Matters. (a) The Common Stock Such PURO Member that acquires Equity Merger Consideration under this Agreement is doing so for investment and for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof, and has no present intention of PocketSpec is registered pursuant to Section 12(g) selling, granting any participation in, or otherwise distributing the same in violation of the Exchange Securities Act, this Agreement, or any other Applicable Law. PocketSpec Such PURO Member understands that the Equity Merger Consideration issued under this Agreement have not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such PURO Member’s representations as expressed in this Section 4.6. (b) Such PURO Member is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act. (c) Such PURO Member that acquires Equity Merger Consideration under this Agreement acknowledges that, as of the date hereof, it has been afforded access to information about the Parent and its financial condition, results of operations, business, properties, management, and prospects sufficient to enable it to evaluate its investment, including to review the Parent’s filings with the SEC. Such PURO Member has sought such accounting, legal, and Tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Equity Merger Consideration. Such PURO Member acknowledges that no party hereto nor any Affiliate or Representative of a party hereto has made any representation, express or implied, with respect to the accuracy, completeness, or adequacy of any available information except or to the extent such information is covered by the representations and warranties contained in this Agreement, any other Transaction Document or set forth in filings with the SEC. (d) Such PURO Member that acquires Equity Merger Consideration under this Agreement, either alone or with the assistance of a financial advisor, has such knowledge, sophistication, and experience in financial and business matters that it is capable of evaluating the merits and risks of the receipt of the of Equity Merger Consideration and of protecting its interests in connection therewith. Such PURO Member has the ability to bear the economic risk of this investment, including a complete loss of the investment. (e) Such PURO Member that acquires Equity Merger Consideration under this Agreement understands that the Equity Merger Consideration issued under this Agreement are characterized as “restricted securities” under Applicable Law inasmuch as they are being acquired from the Parent in a transaction not involving a public offering and that under such Applicable Law, the Equity Merger Consideration may be resold without registration under the Securities Act only in certain limited circumstances. Such PURO Member acknowledges that the Equity Merger Consideration must be held indefinitely unless a sale of the Equity Merger Consideration is subsequently registered under the Securities Act or an exemption from such registration is available. (f) Such PURO Member that acquires Equity Merger Consideration under this Agreement understands and agrees that each book-entry record or certificate representing the Equity Merger Consideration, any securities issued in respect thereof or exchange therefor shall bear a legend in the following form (in addition to any other legend required under Applicable Law) so long as such a legend is required by Applicable Law: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.” (g) Such PURO Member that acquires Equity Merger Consideration under this Agreement has had the opportunity to obtain on Sierra Norte's behalf true and complete copies of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than consult its own Tax advisors with respect to the transactions contemplated by this AgreementTax consequences to such PURO Member of the purchase, receipt, or ownership of the Equity Merger Consideration, including the Tax consequences under Applicable Law. Such PURO Member acknowledges that none of the Parent, its Affiliates, or its Representatives makes or has made any representations or warranties to such PURO Member regarding the Tax consequences to such PURO Member of the receipt or ownership of the Equity Merger Consideration, including the Tax consequences under federal, state, local, and other Applicable Law and the possible effects of changes in such laws. (bh) As of their respective datesSuch PURO Member that acquires Equity Merger Consideration under this Agreement, all of PocketSpec's reportsif an individual, statements and other filings with the Commission (the "SEC Documents") complied in all material respects with the requirements is a resident of the Act or state shown in the Exchange Act as the case may be and the rules and regulations records of the Commission promulgated thereunder and other federalPURO. Such PURO Member, state and local lawsif an entity, rules and regulations applicable to such SEC Documentsis duly organized, validly existing, and none in good standing under the Applicable Law of the SEC Documents contained any untrue statement its jurisdiction of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements thereinformation, in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included as reflected in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations records of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)PURO. (c) The Exchange Stock to be issued to the Members shall be and is exempt from the registration requirements of the Securities Act, and the transfer of the Exchange Stock to the Members will not violate the anti-fraud provisions of the Securities Act and the exchange of securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal Requirements.

Securities Matters. (a) The Common Stock of PocketSpec is registered pursuant to Section 12(g) of Neither this Warrant nor the Exchange Act. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true and complete copies of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should Warrant Shares have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to registered under the transactions contemplated by this Agreement. (b) As Securities Act of their respective dates, all of PocketSpec's reports, statements and other filings with the Commission 1933 (the "SEC DocumentsAct"), as amended, or any applicable "Blue Sky" laws. By acceptance of this Warrant, the Holder represents and warrants to the Company that Holder (i) complied in all material respects with is receiving this Warrant and, upon exercise, is acquiring the requirements Warrant Shares for Holder's own account and not on behalf of others, and is not taking this Warrant or any of the Warrant Shares with a view to the "distribution" thereof (as that term is defined in the Act or the Exchange Act as the case may be and the rules and regulations of the Securities and Exchange Commission promulgated thereunder thereunder) and other federal(ii) will not offer, state distribute, sell, transfer or otherwise dispose of this Warrant or the Warrant Shares except pursuant to (A) an effective registration statement under the Act and local any applicable Blue Sky laws with respect thereto, or (B) an opinion addressed to the Company, which opinion and the counsel rendering it reasonably are deemed satisfactory to the Company, that such offering, distribution, sale, transfer or disposition is exempt from registration under the Act and any applicable Blue Sky laws. Each and every certificate representing Warrant Shares to be delivered upon exercise of this Warrant shall bear the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, rules AS AMENDED, OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. (b) Anything to the contrary herein notwithstanding, the Company's obligation to sell and regulations applicable deliver Common Stock pursuant to the exercise of this Warrant is subject to its receipt of satisfactory assurance that the issuance of such SEC Documents, and none shares shall not violate any of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light provisions of the circumstances under which they were made, not misleading. The financial statements Securities Act of PocketSpec included in 1933 or the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Securities and Exchange Commission or other applicable rules and regulations with respect theretopromulgated thereunder. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may No shares shall be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows issued until counsel for the periods then ended (subject, in Company has determined that the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange Stock to be issued to the Members shall be and is exempt from the registration requirements of the Securities Act, and the transfer of the Exchange Stock to the Members will not violate the anti-fraud provisions of the Securities Act and the exchange of securities provided for in Section 2.1 of this Agreement Company has been consummated in conformity complied with all other applicable Legal Requirementsrequirements under appropriate securities laws.

Securities Matters. (a) The Seller understands and acknowledges that the issuance of the shares of Parent Common Stock of PocketSpec is registered pursuant to Section 12(g) this Agreement will not be registered under the Securities Act and that the shares of Parent Common Stock will be issued to Seller in a private placement transaction effected in reliance on an exemption from the registration requirements of the Exchange Securities Act and in reliance on exemptions from the qualification requirements of applicable state securities laws. Seller acknowledges that the shares of Parent Common Stock so issued to Seller will be “restricted securities” under Federal and state securities laws and must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available and unless Seller complies with the restrictions set forth in this Agreement. Seller represents and acknowledges that Seller is familiar with Rule 144 of the Securities Act as presently in effect and understands the restrictions and resale limitations imposed thereby and by the Securities Act. PocketSpec has had the opportunity The Seller understands and agrees not to obtain on Sierra Norte's behalf true and complete copies make any disposition of all or any portion of the SEC Documents shares of Parent Common Stock unless (except for exhibits and incorporated documents)i) pursuant to registration under the Securities Act or (ii) pursuant to an available exemption from registration. PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect Notwithstanding anything above to the transactions contemplated by this Agreementcontrary, the Seller shall have the right to transfer shares of Parent Common Stock to the Seller Interest Holders and other Continuing Employee Stockholders, provided that each such transferee shall have executed and delivered to Parent a Stockholder Representation Letter in the form attached hereto as Exhibit D (a “Stockholder Representation Letter”) prior to such transfer. (b) As The Seller covenants and agrees that during the thirty-six (36)-month period following the Closing Date, Seller will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any such shares of their respective datesParent Common Stock, all or enter into any swap or other arrangement that transfers to another, in whole or in part, any of PocketSpec's reportsthe economic consequences of ownership of such shares of Parent Common Stock; provided, statements however, that Seller may engage in any such action described above after the effective date of the Registration Statement to be filed in accordance with Section 6.02(d), but only to the extent that (x) no more than 25% of the aggregate Registrable Securities (as defined below) registered pursuant to such Registration Statement and attributable to the Seller has been the subject of such actions prior to the first anniversary of the Closing Date, (y) no more than 37.5% of such aggregate Registrable Securities has been the subject of such actions during the period between the Closing Date and the second anniversary of the Closing Date, and (z) no more than 50.0% of such aggregate Registrable Securities has been the subject of such actions during the period between the Closing Date and the third anniversary of the Closing Date; provided, further, however, if the registration statement required under Section 6.02(d) below is not filed in accordance with the terms thereof, the Seller shall have the right to sell and distribute any shares of the Parent Common Stock in accordance with applicable securities laws, subject to the same transfer restrictions set forth in the immediately preceding clause. Following the third anniversary of the Closing Date, any remaining shares of Parent Common Stock held by Seller shall no longer be subject to such transfer restrictions under the terms of this Agreement. The restrictions on transferability of shares of Parent Common Stock set forth in this Section 6.02(b) shall terminate upon any change of control of the Parent. The certificates representing the shares of Parent Common Stock issued to Seller hereunder shall bear, in addition to any other legends required under applicable state securities laws, the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION AND (II) IN ACCORDANCE WITH THE RESTRICTIONS AND CONDITIONS SET FORTH IN THE ASSET PURCHASE AGREEMENT DATED AS OF DECEMBER 17, 2004, BY AND BETWEEN THE ISSUER AND THE HOLDER OF THESE SECURITIES. A COPY OF THE APPLICABLE PROVISIONS OF SUCH AGREEMENT SHALL BE FURNISHED BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT ANY SALE OR TRANSFER OF THESE SECURITIES WILL BE IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. In order to prevent any transfer from taking place in violation of this Agreement or applicable law, Parent may cause a stop transfer order to be placed with its transfer agent with respect to the shares of Parent Common Stock. Parent will not be required to transfer on its books any shares of Parent Common Stock that have been sold or transferred in violation of any provision of this Agreement or applicable law (c) During the two (2) year period following the Closing Date, Parent shall (i) use its best efforts to make current public information available in accordance with Rule 144(c) under the Securities Act and to maintain the continued listing of its shares of Common Stock for trading on the Nasdaq and the Boston Stock Exchange and (ii) furnish to the Seller and each Seller Interest Holder and other filings with the Commission Continuing Employee Stockholder upon written request, (the "SEC Documents"x) complied in all material respects a written statement as to its compliance with the requirements of Rule 144(c) and the reporting requirements of the Securities Act or and the Exchange Act and (y) a copy of the most recent annual or quarterly report of Parent. (d) Parent shall file, within seventy five (75) days after the Closing Date, a registration statement (“Registration Statement”) on Form S-3, or other appropriate registration form, with the SEC under the Securities Act with respect to the offer and sale by the Seller and, as applicable, the case Seller Interest Holders and other Continuing Employee Stockholders pursuant to Rule 415 promulgated under the Securities Act of all of the shares of Parent Common Stock to be issued to the Seller under this Agreement (the “Registrable Securities”) and will use reasonable, prompt and diligent efforts to cause such Registration Statement to become effective as soon as practicable thereafter. Parent shall use its reasonable, prompt and diligent efforts to cause the Registrable Securities to be listed on Nasdaq and the Boston Stock Exchange. Notwithstanding anything contained in Section 6.02(b) above, in the event that Parent files a Registration Statement on Form S-3, or other appropriate registration form, with the SEC under the Securities Act with respect to the offer and sale by the Parent (a “Follow-On Offering”) pursuant to Rule 415 promulgated under the Securities Act at any time prior to the first anniversary of the Closing Date, Parent agrees to register up to 50% of the Registrable Securities transferred by the Seller to, and held by, the Seller Interest Holders listed on Schedule 6.02(d) and upon the effectiveness of such Registration Statement such shares shall not be subject to the restrictions of transfer referenced in Section 6.02 or the applicable Stockholder Representation Letters. (e) Notwithstanding Section 6.02(d), if Parent shall furnish to the Seller a certificate signed by the president or chief executive officer of the Parent stating that in the good faith judgment of the board of directors of the Parent it would be seriously detrimental to the Parent and its Subsidiaries for such Registration Statement to be filed or such registration to be effected at such time, the Parent shall have the right to defer the filing of the registration statement for so long as reasonably necessary, but no later than 120 days after the Closing Date. (f) Parent shall promptly prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with the Registration Statement as may be and necessary to comply with the rules and regulations provisions of the Commission promulgated thereunder Securities Act with respect to the disposition of all Registrable Securities and to keep such registration statement effective until the earlier of such time as all Stockholders have completed the distribution described in the Registration Statement or the date on which all the Registrable Securities may be immediately sold without registration, and without restriction as to the number of securities to be sold, pursuant to Rule 144 under the Securities Act. (g) Parent shall, if required under applicable law at the time, use its best efforts to register and qualify the Registrable Securities under such other federal, state securities or blue sky laws of such jurisdictions as shall be reasonably requested by the holders; provided that Parent shall not be required in connection with such registration and local laws, rules and regulations applicable qualification or as a condition to such SEC Documentsregistration and qualification (i) to qualify to do business or to file a general consent to service of process in any such states or jurisdictions or (ii) to subject itself to taxation in any jurisdiction. (h) Parent shall notify the Seller and each Seller Interest Holder covered by the Registration Statement at any time when a prospectus relating to the Registration Statement is required to be delivered under the Securities Act, and none of the SEC Documents contained happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omitted omits to state a material fact required to be stated in such prospectus or necessary to make the statements in such prospectus not misleading in the light of the circumstances then existing. (i) Parent shall furnish, without charge, to the Seller and each Seller Interest Holder covered by the Registration Statement such number of conformed copies of the Registration Statement and of each amendment and supplement thereto (in each case including all exhibits and documents incorporated by reference), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any prospectus supplement) and any other prospectus filed under Rule 424 promulgated under the Securities Act relating to such Stockholder’s shares included in the Registration Statement. (j) Parent shall notify the Seller and each Seller Interest Holder covered by the Registration Statement (i) when such Registration Statement or any prospectus used in connection therewith, or any amendment or supplement thereto, (A) is proposed to be filed and shall provide the Seller’s legal counsel with a copy of such Registration Statement or prospectus in the form proposed to be filed not less than three trading days before such filing, (B) has been filed and, (C) with respect to such Registration Statement or any post-effective amendment thereto, when the same has become effective, (ii) of any written request by the SEC for amendments or supplements to such Registration Statement or prospectus or for supplemental information, (iii) of the notification to Parent by the SEC of its initiation of any proceeding with respect to the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement; and (iv) of the receipt by Parent of any notification with respect to the suspension of the qualification of the Registrable Securities for sale under the applicable securities or “blue-sky” laws of any jurisdiction. (k) In the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of the Registrable Securities for sale in any jurisdiction, Parent shall use all reasonable efforts promptly to obtain the withdrawal of such order. (l) All expenses incurred in effecting the registration under the Registration Statement shall be borne by Parent, including, without limitation, all registration fees, blue sky expenses, printing fees and listing fees. All underwriting discounts, selling commissions, and stock transfer taxes relating to the Registrable Securities shall be borne by the selling stockholders pro rata on the basis of the number of shares of Registrable Securities registered on their behalf. (m) Parent may require the Seller and any Seller Interest Holder to furnish, and each such person shall furnish Parent with, such information regarding such person and the distribution of the Registrable Securities as Parent may from time to time reasonably request in writing and to otherwise cooperate in connection with such registration. At any time during the effectiveness of the Registration Statement, if such person becomes aware of any change materially affecting the accuracy of the information contained in such Registration Statement or the prospectus (as then amended or supplemented) relating to such person, including but not limited to the sale or disposition of all Registrable Securities owned by each such person, he or it will promptly notify Parent of such change. (n) Upon receipt of any notice from Parent of the happening of any event as a result of which any prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements , the Seller and each Seller Interest Holder will forthwith discontinue such person’s disposition of PocketSpec Registrable Securities pursuant to the Registration Statement until such person receives copies of a supplemented or amended prospectus from Parent and, if so directed by Parent, shall deliver to Parent (at Parent’s expense) all copies, other than permanent file copies, then in such stockholder’s possession of the prospectus relating to such Registration Statement current at the time of receipt of such notice. (o) Parent shall, to the full extent permitted by law, indemnify and hold harmless Seller, each Seller Interest Holder included in the SEC Documents comply as to form in all material respects with applicable accounting requirements Registration Statement and their respective directors, managers, officers, employees, agents and other persons, if any, who control the published rules and regulations of Seller or any Seller Interest Holder within the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange Stock to be issued to the Members shall be and is exempt from the registration requirements meaning of the Securities Act, and against any expenses, claims, losses, damages or liabilities to which such person may become subject under the transfer Securities Act or otherwise, insofar as such expenses, claims, losses, damages or liabilities or actions in respect thereof arise out of or are based upon any untrue statement of any material fact contained in the Registration Statement, final prospectus, preliminary prospectus, or prospectus supplement contained therein or filed with the SEC, or any amendment or supplement thereto, or any omission to state therein a material fact required to be stated therein or. necessary to make the statements therein (in the case of a prospectus, in the light of the Exchange Stock circumstances under which they were made) not misleading; provided, that Parent shall not be liable in any such case to the Members will not violate extent that any such loss (or actions in respect thereof) arises out of or is based upon an untrue statement or omission made in any such Registration Statement, final prospectus, amendment or supplement in reliance upon and in conformity with information furnished in writing to Parent by such person and stated to be specifically for use therein. (p) The Seller and each Seller Interest Holder included in the anti-fraud provisions Registration Statement shall, to the full extent permitted by law, indemnify and hold harmless Parent, its directors, officers, employees, agents and each other person, if any, who controls Parent within the meaning of the Securities Act and the exchange of securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal Requirements.Act, against any expenses, claims, los

Securities Matters. (a) The Common Stock Buyer understands and acknowledges that the Securities have not been registered under the Securities Act, or the securities laws of PocketSpec is registered any state or foreign jurisdiction and, unless so registered, may not be offered, sold, transferred, or otherwise disposed of except pursuant to Section 12(g) an exemption from, or in a transaction not subject to, the registration requirements of the Exchange Act. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true Securities Act and complete copies any applicable securities laws of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule state or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreementforeign jurisdiction. (b) As of their respective dates, all of PocketSpec's reports, statements and other filings with the Commission Buyer is an "accredited investor" (the "SEC Documents"as defined in Rule 501(a) complied in all material respects with the requirements of the Act or Regulation D under the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsSecurities Act). (c) The Exchange Stock Buyer (i) has knowledge and experience in financial and business matters such that he is capable of evaluating the merits and risks of purchasing the Securities and (ii) is able to bear the economic risk of an investment in the Securities for an indefinite period of time, including the risk of a complete loss of any such investment. (d) Buyer is acquiring the Securities for his own account for investment purposes and not with a view to, or for offer or sale for GNA in connection with, the distribution or resale thereof. (e) Buyer understands and agrees that the Securities are being sold in a transaction not involving any public offering within the meaning of the Securities Act, and that the Securities may not be issued offered, sold, or otherwise transferred to, or for the account or benefit of, any Person except as permitted in the following sentence. Buyer agrees, on his own behalf and on behalf of any accounts for which Buyer is acting, that if Buyer should sell or otherwise transfer any Securities, he will do so only (i) pursuant to the Members shall be and is exempt an exemption from the registration requirements of the Securities Act (if available) or if the Securities Act does not apply or (ii) pursuant to an effective registration statement under the Securities Act, and the transfer of the Exchange Stock Buyer further agrees to the Members will not violate the anti-fraud provisions provide to any Person purchasing any of the Securities Act and from him a notice advising such purchaser that resales of the exchange of securities provided Securities are restricted as stated herein. (f) Buyer understands that the certificates for in Section 2.1 of the Securities purchased pursuant to this Agreement has been consummated in conformity with all other applicable Legal Requirementswill bear a legend substantially to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN PURCHASED PURSUANT TO A SECURITIES PURCHASE AGREEMENT DATED AS OF FEBRUARY 26, 2001, BETWEEN GAINSCO, INC. AND ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇. SUCH SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

Securities Matters. Each Equity Holder understands that none of the shares of Zanett Stock included in the Merger Consideration (a) The Common including the shares of Zanett Stock of PocketSpec is registered underlying any option grants pursuant to Section 12(g3.3(e) of has been registered under the Exchange Securities Act. PocketSpec has had , on the opportunity grounds that the issuance thereof to obtain on Sierra Norte's behalf true and complete copies of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than Equity Holders in connection with respect to the transactions contemplated by this AgreementAgreement and the Related Agreements is exempt from registration pursuant to Section 4(2) of the Securities Act and/or Regulation D promulgated under the Securities Act (“Regulation D”), and that the reliance of Merger Sub on such exemptions is predicated in part on the representations, warranties, covenants and acknowledgements set forth in this Section 5.2. (ba) As of their respective dates, all of PocketSpecThe Zanett Stock will be acquired by each Equity Holder for such Equity Holder's reports, statements and other filings with the Commission (the "SEC Documents") complied in all material respects with the requirements of the Act or the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were madeown account, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as a nominee or agent, for investment and without a view to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission resale or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during distribution within the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange Stock to be issued to the Members shall be and is exempt from the registration requirements meaning of the Securities Act, and the such Equity Holders will not distribute or transfer any of the Exchange Zanett Stock in violation of the Securities Act. (b) Each Equity Holder: (i) acknowledges that the Zanett Stock to the Members will be issued to him is not violate the anti-fraud provisions of registered under the Securities Act and must be held indefinitely by such Equity Holder unless the exchange Zanett Stock is subsequently registered under the Securities Act or an exemption from registration is available, (ii) is aware that any routine sales of the Zanett Stock made under Rule 144 of the Securities and Exchange Commission under the Securities Act may be made only in limited amounts and in accordance with the terms and conditions of that Rule and that in such cases where the Rule is not applicable, registration or compliance with some other registration exemption will be required, (iii) is aware that Rule 144 is not now and for a period of at least one year following the Closing Date hereof will not be, available for use by such Equity Holder for resale of the Zanett Stock, and (iv) is aware that Merger Sub is not obligated to register any sale, transfer or other disposition of the Zanett Stock. (c) Each Equity Holder is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D) and has such knowledge and experience in financial and business matters that he is fully capable of evaluating the risks and merits of his investment in the Zanett Stock. (d) Each Equity Holder acknowledges and agrees that the certificates representing the Zanett Stock issuable to such Equity Holder will contain a restrictive legend noting the restrictions on transfer described in this Section and under federal and applicable state securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal Requirementslaws, and that appropriate “stop-transfer” instructions will be given to Zanett’s stock transfer agent.

Securities Matters. (a) The Common Stock of PocketSpec is registered Company shall be under no obligation to effect the registration pursuant to Section 12(gthe Securities Act of 1933, as amended (the "1933 Act") of any interests in the Exchange ActPlan or any shares of Company Stock to be issued thereunder or to effect similar compliance under any state laws. PocketSpec has had The Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Company Stock pursuant hereto unless and until the opportunity to obtain Company is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on Sierra Norte's behalf true and complete copies which shares of Company Stock are traded. The Committee may require, as a condition of the SEC Documents (except for exhibits issuance and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect delivery of certificates evidencing shares of Company Stock pursuant to the transactions contemplated by this Agreementterms hereof, that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Company Stock, if and when issued upon exercise of the Option, may be "restricted securities," as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is available. (b) As The exercise of their respective datesthe Option shall be effective only at such time as counsel to the Company shall have determined that the issuance and delivery of shares of Company Stock pursuant to such exercise is in compliance with all applicable laws, all regulations of PocketSpec's reports, statements governmental authority and other filings with the Commission (the "SEC Documents") complied in all material respects with the requirements of any securities exchange on which shares of Company Stock are traded. The Committee may, in its sole discretion, defer the Act or the Exchange Act as the case may be and the rules and regulations effectiveness of any exercise of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary Option in order to make allow the statements therein, issuance of shares of Company Stock pursuant thereto to be made pursuant to registration or an exemption from registration or other methods for compliance available under federal or state securities laws. The Committee shall inform the Participant in light writing of its decision to defer the effectiveness of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations exercise of the Commission or other applicable rules Option. During the period that the effectiveness of the exercise of the Option has been deferred, the Participant may, by written notice, withdraw such exercise and regulations obtain the refund of any amount paid with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange Stock to be issued to the Members shall be and is exempt from the registration requirements of the Securities Act, and the transfer of the Exchange Stock to the Members will not violate the anti-fraud provisions of the Securities Act and the exchange of securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal Requirements.

Securities Matters. (a) The Common Stock parties acknowledge and agree that the Merger Shares will not initially be registered under the Securities Act or the securities laws of PocketSpec any other jurisdiction, and the offer and sale of the Merger Shares is registered pursuant to being made in reliance on one or more exemptions for private offerings under Section 12(g4(2) of the Exchange ActSecurities Act and other applicable securities Laws. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true Accordingly, no sale, transfer or other disposition (whether with or without consideration and complete copies whether voluntarily or involuntarily or by operation of Law) (“Transfer”) of any of the SEC Documents (except for exhibits Merger Shares is permitted, unless such Transfer is registered under the Securities Act and incorporated documents)other applicable securities Laws, or an exemption from such registration is available or such registration is otherwise not required. PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to The parties further acknowledge and agree that the transactions contemplated by this AgreementMerger Shares constitute “restricted securities” as such term is defined in Rule 144 under the Securities Act. (b) As of their respective dates, all of PocketSpec's reports, statements The parties acknowledge and other filings with agree that the Commission (the "SEC Documents") complied in all material respects with the requirements Securities Purchase Agreement sets forth additional terms and conditions governing registration of the Act or the Exchange Act as the case may be Merger Shares and the rules Financing Shares (together, the “Shares”), Transfer restrictions with respect to the Shares, and regulations TranS1’s obligations to facilitate the sale of the Commission promulgated thereunder Shares pursuant to Rule 144 under the Securities Act. In the event of any conflict between the Securities Purchase Agreement and other federalthis Agreement, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)Securities Purchase Agreement shall control. (c) The Exchange Stock to be issued For purposes of Rule 144(d), the parties intend for the holding period of all of the Merger Shares (including any Merger Shares included in the Escrow Shares), to the Members extent permitted by applicable law (including applicable interpretations by the SEC), to commence on the Closing Date. (d) The parties agree that the book-entry notation representing the Merger Shares shall be and is exempt from contain legends substantially in the registration requirements form of the Securities Actfollowing, as well as any additional legends that may be required by applicable law or as TranS1 may reasonably deem necessary or appropriate from time to time for all shares of TranS1 Common Stock then outstanding (and a stop transfer order may be placed against the transfer of the Exchange Stock Merger Shares); provided however, that only Escrow Shares shall bear the first legend identified below: THESE SECURITIES ARE SUBJECT TO AN ESCROW AGREEMENT WITH THE ISSUER AND THE ESCROW AGENT NAMED THEREIN (THE “ESCROW AGREEMENT”), A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE ISSUER AND WHICH, AMONG OTHER MATTERS, PLACES RESTRICTIONS ON THE DISPOSITION OF THE SECURITIES. THESE SECURITIES WILL BE DEPOSITED WITH THE ESCROW AGENT PURSUANT TO THE ESCROW AGREEMENT AND MAY NOT BE OFFERED, EXCHANGED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, PARTICIPATED, HYPOTHECATED OR OTHERWISE DISPOSED OF FOR SO LONG AS THEY ARE SUBJECT TO THE ESCROW AGREEMENT. THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SHARES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, OR IN A TRANSACTION EXEMPT FROM REGISTRATION. THESE SECURITIES ARE SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE SECURITIES PURCHASE AGREEMENT DATED MARCH 3, 2013 BY AND AMONG THE ISSUER AND CERTAIN OTHER PERSONS, WHICH RESTRICT THE RIGHT TO TRANSFER, SELL OR OTHERWISE DISPOSE OF THESE SECURITIES. A COPY OF SUCH SECURITIES PURCHASE AGREEMENT IS AVAILABLE FOR REVIEW BY THE RECORD HOLDER OF THESE SECURITIES AT THE PRINCIPAL OFFICES OF THE ISSUER. (e) TranS1 shall remove (or cause the Escrow Agent to remove) the Members will not violate first legend identified above from the antibook-fraud provisions entry notation representing any of the Merger Shares (and terminate any related stop-transfer order) upon release of the applicable portion of the Merger Shares from escrow. TranS1, upon the request of any holder of any of the Merger Shares, shall remove (or cause the Escrow Agent to remove) the second legend identified above from the book-entry notation representing any of the Merger Shares (and terminate any related stop-transfer order) if (i) such holder provides TranS1 reasonable assurances that such Merger Shares are eligible for sale, assignment or transfer under Rule 144, including proper documentation in the form of a customary representation letter reasonably sufficient to establish compliance with Rule 144, or (ii) if reasonably requested by TranS1 (provided that any such request shall be deemed to be reasonable if TranS1’s transfer agent requests such an opinion), TranS1 has received a written opinion of counsel reasonably satisfactory to TranS1 that such second legend may be removed from the book-entry notation representing such Merger Shares, or (iii) such Merger Shares have been registered under the Securities Act Act. TranS1 shall remove (or cause the Escrow Agent to remove) the third legend identified above from the book-entry notation representing any part of the Merger Shares (and terminate any related stop-transfer orders) immediately upon the exchange lapse of securities provided for the Transfer restrictions under the Securities Purchase Agreement with respect to such Merger Shares. (f) TranS1 shall register the Merger Shares on the terms set forth in Section 2.1 of this Agreement has been consummated and in conformity accordance with all other applicable Legal Requirementsthe Securities Purchase Agreement.

Securities Matters. (a) The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “Securities Act”) of any interests in the Plan or any shares of Common Stock to be issued thereunder or to effect similar compliance under any state laws. The exercise of PocketSpec the Option shall not be effective and the Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Common Stock pursuant hereto unless and until the Company is registered advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded. The Administrator may require, as a condition of the issuance and delivery of certificates evidencing shares of Common Stock pursuant to Section 12(g) the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Administrator, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Common Stock, if and when issued upon exercise of the Exchange Act. PocketSpec has had Option, may be “restricted securities,” as that term is defined in Rule 144 under the opportunity Securities Act and, accordingly, the Participant may be required to obtain on Sierra Norte's behalf true and complete copies of hold the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule shares indefinitely unless they are registered under such Act or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreementan exemption from such registration is available. (b) As The Administrator may, in its sole discretion, defer the effectiveness of their respective dates, all of PocketSpec's reports, statements and other filings with the Commission (the "SEC Documents") complied in all material respects with the requirements any exercise of the Act or the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, Option to the extent they may necessary to prevent the violation of any applicable law, provided that the exercise shall be effective on the earliest date that such exercise would not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position cause a violation of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)law. (c) The Exchange Stock Participant shall have no rights as a stockholder with respect to be issued any shares subject to the Members shall be Option unless and until a stock certificate with respect to such shares is exempt from issued in the registration requirements name of the Securities ActParticipant or, and in the case of uncertificated shares, an appropriate book entry is made on the books of the transfer agent reflecting the issuance of the Exchange Stock to the Members will not violate the anti-fraud provisions of the Securities Act and the exchange of securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal Requirementsshares.

Securities Matters. (a) The Common Stock Vendor alone, or through its personal representative, has such knowledge and experience in financial and business matters and such experience in evaluating and investing in companies such as the Purchaser as to be capable of PocketSpec is registered pursuant evaluating the merits and risks of an investment in the Purchaser Shares. Vendor has the financial ability to Section 12(g) bear the economic risk of its investment in the Exchange Act. PocketSpec Purchaser Shares being acquired hereunder, has had the opportunity to obtain on Sierra Norte's behalf true adequate means for providing for its current needs and complete copies of the SEC Documents (except contingencies and has no need for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than liquidity with respect to its investment in the transactions contemplated by this AgreementPurchaser Shares. (b) As of their respective datesVendor is acquiring the Purchaser Shares for its own account, all of PocketSpec's reportsfor investment purposes only, statements and other filings not with the Commission view to, or for resale in connection with, any distribution thereof except in compliance with applicable securities laws. Vendor understands that the Purchaser Shares have not been registered under the UNITED STATES SECURITIES ACT OF 1933, as amended (the "SEC DocumentsSECURITIES ACT") complied in all material respects with or under the requirements securities laws of various states, by reason of a specified exemption from the registration or prospectus provisions thereunder which depends upon, among other things, the bona fide nature of the Act or Vendor's investment intent as expressed herein. Vendor acknowledges that its representations and warranties contained herein are being relied upon by the Exchange Act Purchaser as a basis for the case may be and the rules and regulations exemption of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none issuance of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange Stock to be issued to the Members shall be and is exempt Purchaser Shares hereunder from the registration requirements of the Securities Act. (c) Vendor acknowledges that the Purchaser Shares must be held indefinitely unless they are subsequently registered under the Securities Act or unless an exemption is available under the Securities Act, Vendor has been advised or is aware of: (A) the provisions of Rule 144 promulgated under the Securities Act which permits limited resale of the securities purchased in a private placement subject to the satisfaction of certain conditions including, among other things, the availability of certain current public information about Purchaser and compliance with applicable requirements regarding the holding period and the amount of securities to be sold and the manner of sale and (B) Regulation S promulgated under the Securities Act or other applicable legislation which permits resale of the purchased securities in the United States or Canada subject to certain restrictions. Vendor understands that only the Purchaser can take action to register the Purchaser Shares. (d) Vendor acknowledges that the Purchaser Shares must also be held in accordance with applicable securities laws in Canada and the Vendor undertakes not to sell, transfer or assign the Purchaser Shares in contravention of the applicable laws in force in Canada. (e) Vendor has, among other things, carefully reviewed each Canadian Document provided to it prior to the date hereof, and will carefully review each Canadian Document (as defined in this Agreement) provided to it between the date hereof and the Closing Date. Vendor acknowledges that in connection with the transactions contemplated hereby, neither Purchaser nor anyone acting on its behalf or any other person has made, and such Vendor is not relying upon, any representations, statements or projections concerning Purchaser, its present or projected results of operations, financial condition, prospects, present or future plans, acquisition plans, products and services, or the value of the Purchaser Shares, Purchaser's business or any other matter in relation to Purchaser's business or affairs, except as otherwise set forth in ARTICLE 5 hereof and as disclosed in this Agreement and the Canadian Documents. Vendor or its representative has had an opportunity to discuss Purchaser's business, management, financial affairs and acquisition plans with its management, to review Purchaser's facilities, and to obtain such additional information concerning the Vendor's investment in the Purchaser Shares in order for such Shareholder to evaluate its merits and risks, and the transfer Vendor has determined that the Purchaser Shares are a suitable investment for such Vendor and that at this time such Vendor could bear a complete loss of his or her investment. (f) Vendor is aware that no US or Canada federal, state, provincial or other agency has passed upon or made any finding or determination concerning the fairness of the Exchange Stock to transactions contemplated by this Agreement or the Members will not violate the anti-fraud provisions adequacy of the Securities Act disclosure of the exhibits and schedules hereto or thereto and such Vendor must forego the exchange of securities provided security, if any, that such a review would provide. (g) Vendor understands that all certificates for the Purchaser Shares issued to Vendor shall bear a legend in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal Requirementssubstantially the following form: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE ISSUER OF AN OPINION OF COUNSEL, OR SUCH OTHER DOCUMENTATION REASONABLY SATISFACTORY TO THE ISSUER, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS."

Securities Matters. (a1) The Common Stock of PocketSpec Purchaser is registered pursuant to Section 12(g) of an “accredited investor” as defined in Rule 501 under the Exchange Securities Act. PocketSpec has had The Purchased Shares are being acquired by the opportunity to obtain on Sierra Norte's behalf true Purchaser for its own account and complete copies of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect without a view to the transactions contemplated by this Agreementpublic distribution or sale of such Shares. (b2) As of their respective dates, all of PocketSpec's reports, statements and other filings with the Commission (the "SEC Documents") complied in all material respects with the requirements of the Act or the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except Purchaser understands that (i) as may be otherwise indicated the Purchased Shares are being sold in such financial statements or a transaction not involving any public offering within the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange Stock to be issued to the Members shall be and is exempt from the registration requirements meaning of the Securities Act, and accordingly, such Shares are “restricted securities” within the transfer meaning of Rule 144; (ii) such Shares have not been and will not be registered under the Securities Act; (iii) if, prior to the expiration of the Exchange Stock holding period specified in Rule 144, it decides to the Members will not violate the anti-fraud provisions of offer, resell, pledge or otherwise transfer such Shares, such Shares may be offered, resold, pledged or transferred only (a) in compliance with Rule 144 or otherwise pursuant to an exemption from registration under the Securities Act or (b) to the Company or one of its Subsidiaries, in each case in accordance with any applicable securities laws of any state of the United States; and (iv) the Purchaser will, and each subsequent holder is required to, provide the Company and its transfer agent with such certificates and other information as they may reasonably require to confirm that the transfer complies with the foregoing restrictions. (3) The Purchaser understands that none of the Seller or the Company is making any representation as to the availability of Rule 144 or Rule 144A under the Securities Act for the offer, resale, pledge or transfer of any Shares, or that any Shares purchased by the Purchaser will ever be able to be sold. (4) The Purchaser understands that the Purchased Shares will, until the expiration of the applicable holding period set forth in Rule 144, unless sold in compliance with Rule 144, bear a legend to substantially the following effect: THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD, OFFERED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. (5) The Purchaser acknowledges and agrees that it (i) is a sophisticated investor; (ii) does not require the assistance of an investment advisor or other purchaser representative to purchase the Purchased Shares; (iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Purchased Shares; (iv) has the ability to bear the economic risks of its prospective investment for an indefinite period of time; (v) can afford the complete loss of such investment; and (vi) recognizes that the investment in the Purchased Shares involves substantial risk. (6) The Purchaser understands that the Seller may have access to information about the Company that is not generally available to the public, and acknowledges and agrees that, to the extent the Seller has any such information, such information need not (and shall not) be provided to the Purchaser by the Seller. The Purchaser further understands that the Seller is a federal agency and that the Purchaser’s ability to bring a claim against the Seller under the federal securities laws may be limited. (7) The Purchaser acknowledges that it is not relying on any advice or recommendation from the Seller or the Company, or any investigation or examination that the Seller may have conducted, with respect to the Shares or the Company, and the exchange Seller has not made any representation, warranty or covenant, express or implied, to it with respect thereto and the Seller shall not have any liability to it with respect thereto. (8) Neither the Purchaser nor any person or entity controlling, controlled by or under common control with it, nor any person or entity having a beneficial interest in it, nor, to the knowledge of securities provided for the Purchaser, any director, officer, agent, employee or Affiliate thereof: (i) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC); (iii) is a Designated National other than an “unblocked national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; (iv) is a non-U.S. shell bank (as set forth in Section 2.1 313 of this Agreement the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act)) or is providing banking services indirectly to a non-U.S. shell bank; (v) is a senior non-U.S. political figure or an immediate family member or close associate of such figure or an entity owned or controlled by such a figure; (vi) is a person with whom a U.S. citizen or entity is prohibited from transacting business, whether such prohibition arises under U.S. law, regulation, executive order, anti-money laundering, antiterrorist, financial institution and asset control laws, regulations, rules or orders, or as a result of any list published by the U.S. Department of Commerce, the U.S. Department of Treasury, or the U.S. Department of State, including any agency or office thereof; (vii) is a person who has been consummated in conformity with funded or supported terrorism or a suspected terrorist organization or who has engaged in, or derived funds from, activities that relate to the laundering of the proceeds of illegal activity; or (viii) is a person or entity that would cause the Company to violate any Law (including bank or other financial institution regulatory laws, regulations or orders) to which the Company is subject by reason of such person’s or entity’s purchase of the Purchased Shares (categories (i) through (viii), each, a “Prohibited Investor”). (9) The Purchaser has met and will continue to meet all other applicable Legal Requirementsof its obligations under the Bank Secrecy Act, as amended (31 U.S.C. Section 5311 et seq.) and its implementing regulations, if applicable. (10) The funds used to purchase the Purchased Shares were legally derived from legitimate sources and not from any Prohibited Investor.

Securities Matters. (a) The Seller understands and acknowledges that the issuance of the shares of Parent Common Stock of PocketSpec is registered pursuant to Section 12(g) this Agreement will not be registered under the Securities Act and that the shares of Parent Common Stock will be issued to Seller in a private placement transaction effected in reliance on an exemption from the registration requirements of the Exchange Securities Act and in reliance on exemptions from the qualification requirements of applicable state securities laws. Seller acknowledges that the shares of Parent Common Stock so issued to Seller will be “restricted securities” under Federal and state securities laws and must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available and unless Seller complies with the restrictions set forth in this Agreement. Seller represents and acknowledges that Seller is familiar with Rule 144 of the Securities Act as presently in effect and understands the restrictions and resale limitations imposed thereby and by the Securities Act. PocketSpec has had the opportunity The Seller understands and agrees not to obtain on Sierra Norte's behalf true and complete copies make any disposition of all or any portion of the SEC Documents shares of Parent Common Stock unless (except for exhibits i) pursuant to registration under the Securities Act or (ii) pursuant to an available exemption from registration. Notwithstanding anything above to the contrary, the Seller shall have the right to transfer shares of Parent Common Stock to the Seller Interest Holders and incorporated documents)the other Continuing Employee Stockholders, provided that each such transferee shall have executed and delivered to Parent a Stockholder Representation Letter in the form attached hereto as Exhibit D (a “Stockholder Representation Letter”) prior to such transfer. PocketSpec has not provided Schedule 6.02(a) lists each Seller Interest Holder and each other Continuing Employee Stockholder, the number of shares of Parent Common Stock to Sierra Norte any information whichbe distributed to such person, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, and the proposed transferor of such shares (if other than with respect to the transactions contemplated by this AgreementSeller). (b) As The Seller covenants and agrees that, except as contemplated in Section 6.02(a) or as otherwise specified in any agreement between Buyer and Parent and any individual Seller Interest Holder with respect to transfers to the Seller Interest Holders and the other Continuing Employee Stockholders, during the thirty-six (36)-month period following the Closing Date, Seller will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any such shares of their respective datesParent Common Stock, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such shares of Parent Common Stock. Upon transfer of the shares of Parent Common Stock to the Seller Interest Holders and the other Continuing Employee Stockholders, such persons will be subject to such restrictions on transfer as set forth in the Stockholder Representation Letter. Following the third anniversary of the Closing Date, all shares of PocketSpec's reportsParent Common Stock held by Seller shall no longer be subject to such transfer restrictions under the terms of this Agreement. The certificates representing the shares of Parent Common Stock issued to Seller hereunder shall bear, statements and in addition to any other filings legends required under applicable state securities laws, the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION AND (II) IN ACCORDANCE WITH THE RESTRICTIONS AND CONDITIONS SET FORTH IN THE ASSET PURCHASE AGREEMENT DATED AS OF JUNE 10, 2005, BY AND BETWEEN THE ISSUER AND THE HOLDER OF THESE SECURITIES. A COPY OF THE APPLICABLE PROVISIONS OF SUCH AGREEMENT SHALL BE FURNISHED BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT ANY SALE OR TRANSFER OF THESE SECURITIES WILL BE IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. In order to prevent any transfer from taking place in violation of this Agreement or applicable law, Parent may cause a stop transfer order to be placed with its transfer agent with respect to the shares of Parent Common Stock. Parent will not be required to transfer on its books any shares of Parent Common Stock that have been sold or transferred in violation of any provision of this Agreement or applicable law (c) Parent shall file, subject to the delivery by Seller of the financial information required pursuant to Section 6.10 hereof, within the later of seventy five (75) days after the Closing Date or thirty (30) days after Seller has transferred shares of Parent Common Stock to the Seller Interest Holders, a registration statement (“Registration Statement”) on Form S-3, or other appropriate registration form, with the Commission SEC under the Securities Act with respect to the offer and sale of all of the shares of Parent Common Stock transferred by Seller to such Seller Interest Holders (excluding any such shares subject to a Stock Restriction Agreement if the Seller Interest Holder is also a Continuing Employee Stockholder) (the "“Registrable Securities”) pursuant to Rule 415 promulgated under the Securities Act and will use its Commercially Reasonable Efforts to cause such Registration Statement to become effective as soon as practicable thereafter. Parent shall use its Commercially Reasonable Efforts to cause the Registrable Securities to be listed on Nasdaq. (d) Notwithstanding Section 6.02(c), if Parent shall furnish to the holders of the Registrable Securities a certificate signed by the president or chief executive officer of the Parent stating that in the good faith judgment of the board of directors of the Parent it would be seriously detrimental to the Parent and its Subsidiaries for such Registration Statement to be filed or such registration to be effected at such time, the Parent shall have the right to defer the filing of the registration statement for so long as reasonably necessary, but no later than the later of one hundred twenty (120) days after the Closing Date or thirty (30) days after the Seller has transferred the Registrable Securities to the Seller Interest Holders. (e) If the Registration Statement has not been declared effective by the later of 195th day after the Closing Date or thirty (30) days after the Seller has transferred the Registrable Securities to the Seller Interest Holders (the “Required Effective Date”), then Parent shall pay to each holder of Registrable Securities, for each day after the Required Effective Date until the date that the Registration Statement has been declared effective or, if earlier, the date on which all the Registrable Securities may be immediately sold without registration, and without restriction as to the number of securities to be sold, pursuant to Rule 144 under the Securities Act, an amount equal to the product of (i) the value of such holder’s Registrable Securities that would which could have been sold on each such day under the Registration Statement pursuant to Section 3.1(b) of the Stockholder Representation Letter executed by Selling Interest Holder had the Registration Statement been declared effective on the Required Effective Date (valued at the Parent Stock Per Share Price) and (ii) the quotient obtained by dividing 12% by 360 (the “Late Effectiveness Payments”). The Late Effectiveness Payments will be paid to the holders of Registrable Securities by wire transfer or check within five business days after the earlier of (i) the end of the month following the Required Effective Date or (ii) the effective date of the Registration Statement. Any Late Effectiveness Payments shall be deemed to be additional Purchase Price for the Acquisition. (f) Parent shall promptly prepare and file with the SEC Documents"such amendments and supplements to such registration statement and the prospectus used in connection with the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities and to keep such registration statement effective until the earlier of such time as the holders of the Registrable Securities have completed the distribution described in the Registration Statement or the date on which all the Registrable Securities may be immediately sold without registration, and without restriction as to the number of securities to be sold, pursuant to Rule 144 under the Securities Act. (g) complied During the two (2) year period following the Closing Date, Parent shall (i) use its Commercially Reasonable Efforts to make current public information available in all material respects accordance with Rule 144(c) under the Securities Act and to maintain the continued listing of its shares of Common Stock for trading on Nasdaq and (ii) furnish to the Seller and each holder of Registrable Securities upon written request, (x) a written statement as to its compliance with the requirements of Rule 144(c) and the reporting requirements of the Securities Act or and the Exchange Act as the case may be and the rules and regulations (y) a copy of the Commission promulgated thereunder most recent annual or quarterly report of Parent. (h) Parent shall, if required under applicable law at the time, use its Commercially Reasonable Efforts to register and qualify the resale of the Registrable Securities under such other federal, state securities or blue sky laws of such jurisdictions as shall be reasonably requested by the holders; provided that Parent shall not be required in connection with such registration and local laws, rules and regulations applicable qualification or as a condition to such SEC Documentsregistration and qualification (i) to qualify to do business or to file a general consent to service of process in any such states or jurisdictions or (ii) to subject itself to taxation in any jurisdiction. (i) Parent shall promptly notify each holder of Registrable Securities at any time when a prospectus relating to the Registration Statement is required to be delivered under the Securities Act, and none of the SEC Documents contained happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omitted omits to state a material fact required to be stated in such prospectus or necessary to make the statements in such prospectus not misleading in the light of the circumstances then existing. (j) Parent shall furnish, without charge, to each holder of Registrable Securities such number of conformed copies of the Registration Statement and of each amendment and supplement thereto (in each case including all exhibits and documents incorporated by reference), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any prospectus supplement) and any other prospectus filed under Rule 424 promulgated under the Securities Act relating to such Selling Interest Holder’s shares of Registrable Securities included in the Registration Statement. (k) Parent shall notify each holder of Registrable Securities (i) when such Registration Statement or any prospectus used in connection therewith, or any amendment or supplement thereto, (A) is proposed to be filed and shall provide each such holder of Registrable Securities with a copy of such Registration Statement or prospectus in the form proposed to be filed not less than three trading days before such filing, (B) has been filed and, (C) with respect to such Registration Statement or any post-effective amendment thereto, when the same has become effective, (ii) of any written request by the SEC for amendments or supplements to such Registration Statement or prospectus or for supplemental information, (iii) of the notification to Parent by the SEC of its initiation of any proceeding with respect to the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement; and (iv) of the receipt by Parent of any notification with respect to the suspension of the qualification of the Registrable Securities for sale under the applicable securities or “blue-sky” laws of any jurisdiction. (l) In the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of the Registrable Securities for sale in any jurisdiction, Parent shall use Commercially Reasonable Efforts promptly to obtain the withdrawal of such order. (m) All expenses incurred in effecting the registration under the Registration Statement shall be borne by Parent, including, without limitation, all registration fees, blue sky expenses, printing fees and listing fees. All underwriting discounts, selling commissions, and stock transfer taxes relating to the Registrable Securities shall be borne by the selling stockholders pro rata on the basis of the number of shares of Registrable Securities registered on their behalf. (n) Parent may require each holder of Registrable Securities to furnish, and each such person shall furnish Parent with, such information regarding such person and the distribution of the Registrable Securities as Parent may from time to time reasonably request in writing and to otherwise cooperate in connection with such registration. At any time during the effectiveness of the Registration Statement, if such person becomes aware of any change materially affecting the accuracy of the information contained in such Registration Statement or the prospectus (as then amended or supplemented) relating to such person, including but not limited to the sale or disposition of all Registrable Securities owned by each such person, he or it will promptly notify Parent of such change. (o) Upon receipt of any notice from Parent of the happening of any event as a result of which any prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements , each holder of PocketSpec included Registrable Securities will forthwith discontinue such person’s disposition of Registrable Securities pursuant to the Registration Statement until such person receives copies of a supplemented or amended prospectus from Parent and, if so directed by Parent, shall deliver to Parent (at Parent’s expense) all copies, other than permanent file copies, then in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations such stockholder’s possession of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during prospectus relating to such Registration Statement current at the periods involved time of receipt of such notice. (except (ip) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statementsParent shall, to the full extent they may not include footnotes or may be condensed or summary statements) permitted by law, indemnify and fairly present in all material respects hold harmless each holder of Registrable Securities and its directors, managers, officers, employees, agents and other persons, if any, who control such person within the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange Stock to be issued to the Members shall be and is exempt from the registration requirements meaning of the Securities Act, and the transfer of the Exchange Stock against any expenses, claims, losses, damages or liabilities to the Members will not violate the anti-fraud provisions of which such person may become subject under the Securities Act or otherwise, insofar as such expenses, claims, losses, damages or liabilities or actions in respect thereof arise out of or are based upon any untrue statement of any material fact contained in the Registration Statement, final prospectus, preliminary prospectus, or prospectus supplement contained therein or filed with the SEC, or any amendment or supplement thereto, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading; provided, that Parent shall not be liable in any such case to the extent that any such loss (or actions in respect thereof) arises out of or is based upon an untrue statement or omission made in any such Registration Statement, final prospectus, amendment or supplement in reliance upon and the exchange of securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal Requirements.information furnished in writ

Securities Matters. (a) The Common Stock In the case of PocketSpec a subscription for the Secured Debentures as trustee or agent, such Secured Lender is registered pursuant to Section 12(g) the duly authorized trustee or agent of the Exchange Act. PocketSpec has had disclosed beneficial purchaser with due and proper power and authority to execute and deliver, on behalf of each such beneficial purchaser, the opportunity Transaction Agreements, to obtain on Sierra Norte's behalf true and complete copies of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect agree to the transactions contemplated terms and conditions herein and therein set out and to make the representations, warranties, acknowledgements and covenants herein and therein contained, all as if each such beneficial purchaser were the purchaser and such Secured Lender’s actions as trustee or agent are in compliance with applicable Law and such Secured Lender and each beneficial purchaser acknowledges that the Parent Company and Issuer are required by this AgreementLaw to disclose to certain regulatory authorities the identity of each beneficial purchaser of Secured Debentures for whom it may be acting. (b) As of their respective dates, all of PocketSpec's reports, statements and other filings with the Commission (the "SEC Documents") complied in all material respects with the requirements of the Act or the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and Such Secured Lender acknowledges that none of the SEC Documents contained Secured Debentures have been or will be registered under the U.S. Securities Act or any untrue statement of a material fact or omitted applicable state securities Laws and will be issued by the Issuer in reliance on the Section 3(a)(10) Exemption. Solely with respect to state a material fact required to be stated therein or necessary in order to make the statements therein, in light affiliates of the circumstances under which they were madeParent Company or Issuer, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as Secured Debentures may be otherwise indicated in such financial statements or deemed “restricted securities” within the notes thereto or (ii) in meaning of Rule 144 under the case of unaudited interim statementsU.S. Securities Act, to the extent they and therefore may not include footnotes be offered or may be condensed sold by it, directly or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subjectindirectly, in the case United States without registration under United States securities Laws, except in limited circumstances, and the Secured Lender understands that the Secured Debentures may each contain a legend in respect of unaudited statements, to normal year-end audit adjustments)such restrictions. (c) The Exchange Stock to be issued delivery of this Agreement, the acceptance of it by the Parent Company and the Issuer and the issuance of the Secured Debentures to the Members shall be Secured Lender complies with all applicable Laws of the Secured Lender’s domicile and all other applicable Laws and will not cause the Parent Company or the Issuer to become subject to or comply with any disclosure, prospectus or reporting requirements under any such applicable Laws. (d) Such Secured Lender acknowledges and agrees that it has been notified by the Parent Company (i) of the delivery to the OSC of personal information pertaining to the Secured Lender including, without limitation, the full name, address and telephone number of the Secured Lender, the number and type of securities acquired and the total purchase price paid in respect of the Secured Debentures, (ii) that this information is exempt being collected indirectly by the OSC under the authority granted to it in securities Laws, (iii) that this information is being collected for the purposes of the administration and enforcement of the securities Laws of Ontario, and (iv) that the title, business address and business telephone number of the public official in Ontario who can answer questions about the OSC’s indirect collection of the information is the Administrative Assistant to the Director of Corporate Finance, the Ontario Securities Commission, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, Telephone: (▇▇▇) ▇▇▇-▇▇▇▇, Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇, and (v) the Secured Lender hereby authorizes the indirect collection of the information by the OSC. (e) Such Secured Lender acknowledges and agrees that: (i) the Parent Company has advised such Secured Lender, that the Parent Company is relying on an exemption from the registration requirements of the Securities Act, to provide such Secured Lender with a prospectus and the transfer of the Exchange Stock to the Members will not violate the anti-fraud provisions of sell securities through a person or company registered to sell securities under the Securities Act (Ontario) and the exchange of securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal Requirementssecurities laws and, as a consequence of acquiring the Secured Debentures pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (Ontario) and other applicable securities Laws, including statutory rights of rescission or damages, will not be available to them; and (ii) the Transaction Agreements require it to provide certain Personal Information to the Parent Company. Such information is being collected and will be used by the Parent Company for the purposes of completing the proposed issuance of the Secured Debentures, which includes, without limitation, determining such Secured Lender’s eligibility to acquire such securities under applicable Laws and preparing and registering certificates representing the Secured Debentures. Such Secured Lender agrees that its Personal Information may be disclosed by the Parent Company to: (A) applicable securities regulatory authorities, (B) the Parent Company’s registrar and transfer agent, if any, and (C) any of the other parties involved in the proposed transaction, including legal counsel, and may be included in record books in connection with the transaction. In addition, such Secured Lender acknowledges, agrees and consents to the collection, use and disclosure of Personal Information by the Parent Company for corporate finance and shareholder communication purposes or such other purposes as are necessary to the Parent Company’s Business.

Securities Matters. Except as set forth on SCHEDULE 3.37: (a) The Such Stockholder, or through his, her or its purchaser representative, has such knowledge and experience in financial and business matters and such experience in evaluating and investing in companies such as TMP as to be capable of evaluating the merits and risks of an investment in the TMP Common Stock. Such Stockholder has the financial ability to bear the economic risk of his, her or its investment in the TMP Common Stock of PocketSpec is registered pursuant to Section 12(g) of the Exchange Act. PocketSpec being acquired hereunder, has had the opportunity to obtain on Sierra Norte's behalf true adequate means for providing for his, her or its current needs and complete copies of the SEC Documents (except contingencies and has no need for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than liquidity with respect to the transactions contemplated by this Agreementhis, her or its investment in TMP. (b) As of their respective datesSuch Stockholder is acquiring the TMP Shares for his, all of PocketSpec's reportsher or its own account, statements for investment purposes only, and other filings not with the Commission view to, or for resale in connection with, any distribution thereof. Such Stockholder understands that the TMP Shares have not been registered under the Securities Act of 1933, as amended (the "SEC DocumentsSECURITIES ACT") complied in all material respects with ), or under the requirements securities laws of various states, by reason of a specified exemption from the registration provisions thereunder which depends upon, among other things, the bona fide nature of such Stockholder's investment intent as expressed herein. Such Stockholder acknowledges that his, her or its representations and warranties contained herein are being relied upon by TMP as a basis for the exemption of the Act or the Exchange Act as the case may be and the rules and regulations issuance of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange TMP Common Stock to be issued to the Members shall be and is exempt hereunder from the registration requirements of the Securities Act, Act and any applicable state securities laws. (c) Such Stockholder acknowledges that the transfer of the Exchange Stock to the Members will not violate the anti-fraud provisions of TMP Shares must be held indefinitely unless they are subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available. Such Stockholder has been advised or is aware of the exchange provisions of Rule 144 promulgated under the Securities Act which permits limited resale of the securities purchased in a private placement subject to the satisfaction of certain conditions including, among other things, the availability of certain current public information about TMP and compliance with applicable requirements regarding the holding period and the amount of securities provided to be sold and the manner of sale. Such Stockholder understands that only TMP can take action to register the TMP Shares. (d) Such Stockholder has relied upon independent investigations made by each Stockholder or his, her or its purchaser representatives and is fully familiar with the business, results of operations, financial condition, prospects and other affairs of TMP and realizes the TMP Shares are a speculative investment involving a high degree of risk for which there is no assurance of any return. Such Stockholder has, among other things, received and carefully reviewed (i) TMP's Annual Report on Form 10-K for the year ended December 31, 1999, (ii) TMP's Proxy Statement dated May 19, 2000 and (iii) all other information filed by TMP pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") subsequent to March 30, 2000. Such Stockholder acknowledges that in Section 2.1 connection with the transactions contemplated hereby, neither TMP nor anyone acting on its behalf or any other person has made, and such Stockholder is not relying upon, any representations, statements or projections concerning TMP, its present or projected results of operations, financial condition, prospects, present or future plans, acquisition plans, products and services, or the value of the TMP Shares or TMP's business or any other matter in relation to TMP's business or affairs. Such Stockholder or his, her or its purchaser representative has had an opportunity to discuss TMP's business, management, financial affairs and acquisition plans with its management, to review TMP's facilities, and to obtain such additional information concerning such Stockholder's investment in the TMP Shares in order for such Stockholder to evaluate its merits and risks, and such Stockholder has determined that the TMP Shares are a suitable investment for such Stockholder and that at this time such Stockholder could bear a complete loss of his, her or its investment. (e) Such Stockholder is aware that no federal or state or other agency has passed upon or made any finding or determination concerning the fairness of the transactions contemplated by this Agreement and the Transaction Documents or the adequacy of the disclosure of the exhibits and schedules hereto or thereto and each Stockholder must forego the security, if any, that such a review would provide. (f) Such Stockholder understands and acknowledges that neither the IRS nor any other tax authority has been consummated asked to rule on the tax consequences of the transactions contemplated hereby or by the Transaction Documents and, accordingly, in conformity with making his or her decision to acquire the TMP Shares, each Stockholder has relied upon the investigations of each Stockholder's own tax and business advisers in addition to each Stockholder's own independent investigations, and that such Stockholder and such Stockholder's advisers have fully considered all other applicable Legal Requirementsthe tax consequences of such Stockholder's acquisition of the TMP Shares. (g) Such Stockholder understands that all certificates for the TMP Shares issued to such Stockholder shall bear a legend in substantially the following form: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE ISSUER OF AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS."

Securities Matters. As of the date of this Agreement, ▇▇▇▇▇ meets the requirements to be qualified as “well known seasoned issuer” and is eligible to use an “automatic shelf registration statement” as those terms are defined in applicable rules promulgated by the SEC. To Buyer’s knowledge: (ai) The Common Stock of PocketSpec is registered All annual, quarterly and other reports or forms, and any amendments to any thereof, required to be filed by Buyer with the SEC (the “SEC Filings”) have been timely filed pursuant to Section 12(g) of the Securities Act or the Exchange Act. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true and complete copies of the SEC Documents Act (except for exhibits and incorporated documentsas each such term is hereinafter defined). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreementas applicable. (bii) As of their respective dates, all of PocketSpec's reports, statements and other filings with the Commission (the "The SEC Documents") Filings complied as to form in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, in effect on the respective dates thereof. None of the SEC Filings, when filed pursuant to the Securities Act or the Exchange Act Act, as the case may be and the rules and regulations of the Commission promulgated thereunder and other federalapplicable, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement statements of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . (iii) The financial statements of PocketSpec included in the SEC Documents comply as to form Filings present fairly, in all material respects with applicable accounting requirements respects, the financial position as of the dates indicated and the published rules cash flows and regulations results of operations for the Commission or other applicable rules periods specified of Buyer and regulations with respect its consolidated subsidiaries; and (except as otherwise stated in such SEC Filings and, in the case of unaudited interim financials, subject to year-end adjustments and the deletion of complete notes thereto. Such ) said financial statements have been prepared in accordance conformity with United States generally accepted accounting principles applied on a consistent basis during throughout the periods involved (except (i) as may be otherwise indicated in such involved. Since the latest date of the financial statements or the notes thereto or (ii) included in the case of unaudited interim statementsSEC Filings, there has been no Buyer Material Adverse Effect with respect to the extent they may not include footnotes or may be condensed or summary statements) Buyer and fairly present in all material respects the financial position of Company its subsidiaries, taken as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)a whole. (civ) The Exchange Stock to be issued to Except as disclosed in the Members shall be Buyer’s SEC Filings, ▇▇▇▇▇’s auditors and is exempt from the registration requirements audit committee of the Securities Actboard of directors of Buyer have not been advised of: (A) any significant deficiencies in the design or operation of internal controls that could adversely affect Buyer’s ability to record, process, summarize and the transfer of the Exchange Stock report financial data nor any material weaknesses in internal controls; or (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Buyer’s internal controls. There have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to the Members will not violate the anti-fraud provisions of the Securities Act significant deficiencies and the exchange of securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal Requirementsmaterial weaknesses.

Securities Matters. The Shareholders agree and acknowledge that (ai) The Common Stock of PocketSpec is registered pursuant to Section 12(g) of the Exchange Act. PocketSpec has had Shareholders will acquire the opportunity to obtain on Sierra Norte's behalf true and complete copies of the SEC Documents (except Closing Shares for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte their own account without any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect view to the transactions distribution thereof except in accordance with the Securities Act and all applicable state securities or "blue sky" laws, (ii) such Closing Shares must be held indefinitely unless subsequently registered under the Securities Act and all applicable state securities and "blue sky" laws or unless an exemption from such registration is available; (iii) the Closing Shares will not be registered under the Securities Act on the grounds that the offering and sale thereof contemplated by this Agreement. (b) As of their respective dates, all of PocketSpecAgreement will be exempt from registration pursuant to Regulation D promulgated pursuant to the Securities Act and that Merger Subsidiary's reports, statements and other filings with Parent's reliance upon such exemption is predicated upon the Commission (the "SEC Documents") complied in all material respects with the requirements representations of the Shareholders set forth herein, (iv) each Shareholder represents that he or she has the requisite knowledge, experience and sophistication in financial 37 3.1. Each Shareholder further acknowledges and agrees that "stop transfer" instructions shall be placed against the Closing Shares on the transfer books of Datalogic's stock transfer agent until such time as such Closing Shares are available for resale in accordance with all applicable law and that the certificates evidencing the Closing Shares shall bear the following legend: The Shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under any applicable state securities laws and neither the Exchange Act as the case Shares nor any interest therein may be sold, transferred, pledged or otherwise disposed of in the absence of such registration or an exemption from registration under such Act and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with absence of registration or an exemption from registration under any applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)state securities laws. (c) The Exchange Stock to be issued to the Members shall be and is exempt from the registration requirements of the Securities Act, and the transfer of the Exchange Stock to the Members will not violate the anti-fraud provisions of the Securities Act and the exchange of securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal Requirements.

Securities Matters. (a) The Common Stock Lender purchased the Initial Notes and Initial Warrants, and is acquiring the Notes and Warrants, as principal for its own account, not for the benefit of PocketSpec is registered pursuant to Section 12(g) of the Exchange Act. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true any other Person, for investment only and complete copies of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect a view to the transactions contemplated by this Agreementresale or distribution of any part thereof. (b) As In the case of their respective datesa subscription for the Notes as trustee or agent, all of PocketSpec's reports, statements and other filings with the Commission (Lender is the "SEC Documents") complied in all material respects with the requirements duly authorized trustee or agent of the Act or disclosed beneficial purchaser with due and proper power and authority to execute and deliver, on behalf of each such beneficial purchaser, the Exchange Act as Transaction Agreements, to agree to the case may be terms and the rules conditions herein and regulations of the Commission promulgated thereunder therein set out and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements thereinrepresentations, warranties, acknowledgements and covenants herein and therein contained, all as if each such beneficial purchaser were the purchaser and the Lender’s actions as trustee or agent are in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects compliance with applicable accounting requirements Law and the published rules Lender and regulations each beneficial purchaser acknowledges that the Company is required by Law to disclose to certain regulatory authorities the identity of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as each beneficial purchaser of Notes for whom it may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)acting. (c) The Exchange Stock Lender acknowledges that none of the Notes, the Warrants, and the Warrant Shares issuable upon exercise of the Warrants, have been or will be registered under the U.S. Securities Act or any applicable state securities laws and the contemplated sale to, or for the account or benefit of, persons in the United States and U.S. Persons is being made in reliance on a private placement exemption under applicable state securities laws. Accordingly, the Notes and Warrants, and the Warrant Shares issuable upon exercise of the Warrants, will be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act, and therefore may not be offered or sold by it, directly or indirectly, in the United States without registration under United States securities laws, except in limited circumstances, and the Lender understands that the Notes, Warrants and Warrant Shares will each contain a legend in respect of such restrictions. (d) The Lender acknowledges that if it (or any beneficial purchaser on whose behalf it is acting) decides to offer, sell, pledge or otherwise transfer any of the Notes, Warrants or Warrant Shares, such securities may be offered, sold, pledged, or otherwise transferred only (i) to the Company, (ii) outside the United States in compliance with Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations, or (iii) pursuant to an exemption from registration under the U.S. Securities Act provided by (A) Rule 144 thereunder, if available, or (B) Rule 144A thereunder, if available, and, in each case, in compliance with any applicable state securities laws, or (iv) pursuant to another exemption from registration under the U.S. Securities Act and applicable state securities laws, provided that, in the case of (iii)(A) and (iv) above, an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company is provided to the effect that such transfer does not require registration under the U.S. Securities Act or any applicable state securities laws, and covenants that it (and any beneficial purchaser for whom it is acting) will not offer or sell the Notes, the Warrants or any Warrant Shares, to, or for the account or benefit of, any person in the United States or a U.S. Person except as set out above. (e) The Lender acknowledges that until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, the Notes, the certificates representing the Warrant Shares, and all certificates issued in exchange or in substitution thereof, shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (1) RULE 144 THEREUNDER, IF AVAILABLE, OR (2) 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT, IN THE CASE OF (C)(1) AND (D) ABOVE, AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO COMPANY IS PROVIDED TO THE EFFECT THAT SUCH TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE US. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. [FOR WARRANT SHARES ADD: THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT “GOOD DELIVERY” OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE.]” provided, that if the Warrant Shares are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S, and the Warrant Shares were acquired when the Company qualified as a “foreign private issuer” (as defined in Rule 902 of Regulation S), the legend set forth above may be removed by providing a declaration to the registrar and transfer agent of the Company, as set forth in Schedule “A” attached hereto (or in such other form as the Company may prescribe from time to time); and provided, further, that, if the Warrant Shares are being sold otherwise than in accordance with Rule 904 of Regulation S and other than to the Company, the legend may be removed by delivery to the registrar and transfer agent and the Company of an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws. (f) The Lender acknowledges that acknowledges that the Company is not obligated to remain a “foreign private issuer”, and may not qualify as a “foreign private issuer” at the time of exercise of any Warrants. (g) The Lender acknowledges that until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, the certificate representing the Warrants, and all certificates issued in exchange or in substitution thereof, shall bear the following legends: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT. THESE WARRANTS MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THESE WARRANTS HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.” (h) The delivery of this Agreement, the acceptance of it by the Company and the issuance of the Notes (or any underlying securities issuable upon exercise thereof), to the Lender complies with all applicable Laws of the Lender’s domicile and all other applicable Laws and will not cause the Company to become subject to or comply with any disclosure, prospectus or reporting requirements under any such applicable Laws. (i) The Lender acknowledges and agrees that it has been notified by the Company (i) of the delivery to the BCSC of personal information pertaining to the Lender including, without limitation, the full name, address and telephone number of the Lender, the number and type of securities purchased and the total purchase price paid in respect of the Notes and Warrants, (ii) that this information is being collected indirectly by the BCSC under the authority granted to it in securities Laws, (iii) that this information is being collected for the purposes of the administration and enforcement of the securities Laws of British Columbia, and (iv) that the title, business address and business telephone number of the public official in British Columbia who can answer questions about the BCSC’s indirect collection of the information is the Administrative Assistant to the Director of Corporate Finance, the British Columbia Securities Commission, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, Telephone (▇▇▇) ▇▇▇-▇▇▇▇, Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇, and (v) the Lender hereby authorizes the indirect collection of the information by the BCSC. (j) The Lender acknowledges and agrees that: (i) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Notes, Warrants, Conversion Shares or Warrants Shares; (ii) there are risks associated with the purchase of the Notes and Warrants, and each Lender has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of its investment and it is able to bear the economic risk of loss of its investment; (iii) the Notes and Warrants are being issued pursuant to the Members shall be business combination exemption provided for in Section 2.11 of NI 45-106 and the issuance is exempt from the registration requirements as to the filing of a prospectus or delivery of an offering memorandum or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum and, as a consequence (i) it is restricted from using most of the civil remedies available under applicable securities laws; (ii) it may not receive information that would otherwise be required to be provided to it under applicable securities laws; and (iii) the Company is relieved from certain obligations that would otherwise apply under applicable securities laws; (iv) the Company has advised the Lender, that the Company is relying on an exemption from the requirements to provide the Lender with a prospectus and to sell securities through a person or company registered to sell securities under the Securities ActAct (British Columbia) and other applicable securities laws and, as a consequence of acquiring the Notes and Warrants pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (British Columbia) and other applicable securities laws, including statutory rights of rescission or damages, will not be available to them; and (v) the Lender acknowledges that the Transaction Agreements requires it to provide certain Personal Information to the Company. Such information is being collected and will be used by the Company for the purposes of completing the proposed issuance and sale of the Notes and Warrants, which includes, without limitation, determining the Lender’s eligibility to purchase such securities under applicable Laws and preparing and registering certificates representing the Notes and Warrants, and the underlying securities issuable upon exercise thereof. The Lender agrees that its Personal Information may be disclosed by the Company to: (a) applicable securities regulatory authorities, (b) the Company’s registrar and transfer agent, if any, and (c) any of the Exchange Stock other parties involved in the proposed transaction, including legal counsel, and may be included in record books in connection with the transaction. In addition, the Lender acknowledges, agrees and consents to the Members will not violate collection, use and disclosure of Personal Information by the anti-fraud provisions of Company for corporate finance and shareholder communication purposes or such other purposes as are necessary to the Securities Act and the exchange of securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal RequirementsCompany’s Business.

Securities Matters. The Shareholders hereby represent, warrant and covenant to Radiant, as follows: (a) The Common Stock Shareholders have been advised that the Radiant Shares have not been registered under the Securities Act of PocketSpec is registered 1933, as amended (the “Securities Act”), or any state securities act in reliance on exemptions therefrom. (b) The Radiant Shares are being acquired solely for the Shareholders’ own account, for investment and are not being acquired with a view to or for the resale, distribution, subdivision or fractionalization thereof, the Shareholders have no present plans to enter into any such contract, undertaking, agreement or arrangement and the Shareholders further understand that the Radiant Shares, may only be resold pursuant to Section 12(ga registration statement under the Securities Act, or pursuant to some other available exemption; (c) The Shareholders acknowledge, in connection with the exchange of the Exchange Act. PocketSpec Radiant Shares, that no representation has had the opportunity to obtain on Sierra Norte's behalf true and complete copies been made by representatives of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information whichRadiant regarding its business, according to applicable law, rule assets or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, prospects other than with respect to that set forth herein and that it is relying upon the transactions contemplated by information set forth in the representations and warranties as set forth in this Agreement. (bd) As The Shareholders agree that the certificate or certificates representing the Radiant Shares will be inscribed with substantially the following legend: “The securities represented by this certificate have not been registered under the Securities Act of their respective dates1933. The securities have been acquired for investment and may not be sold, all transferred or assigned in the absence of PocketSpec's reports, statements and other filings with an effective registration statement for these securities under the Commission Securities Act of 1933 or an opinion of Radiant’s counsel that registration is not required under said Act.” (the "SEC Documents"e) complied in all material respects with the requirements Each of the Act or the Exchange Act Shareholders is an “accredited investor” as the case may be and the rules and regulations that term is defined in Rule 501(a) of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances Regulation D under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange Stock to be issued to the Members shall be and is exempt from the registration requirements of the Securities Act, and the transfer of the Exchange Stock to the Members will not violate the anti-fraud provisions of the Securities Act and the exchange of securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal Requirements.

Securities Matters. (a) The Common Stock of PocketSpec Each Syngenta Party acknowledges that the Shares, the Warrant and the Warrant Shares have not been registered under the 1933 Act, on the grounds that the issuance thereof to the Syngenta Parties in connection with the transactions contemplated in this Agreement is registered exempt from registration pursuant to Section 12(g4(2) of the Exchange 1933 Act. PocketSpec has had , and that the opportunity to obtain reliance of Diversa on Sierra Norte's behalf true such exemption is predicated in part on the acknowledgements, representations and complete copies of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to the transactions contemplated by warranties set forth in this AgreementSection 3.13. (b) As of their respective datesThe Shares, all of PocketSpec's reportsthe Warrant and the Warrant Shares will be acquired by the Syngenta Parties for investment for its own account and not with a view to, statements and other filings with or for sale in connection with, any distribution thereof within the Commission (the "SEC Documents") complied in all material respects with the requirements meaning of the Act or the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)1933 Act. (c) The Exchange Stock Each Syngenta Party: (i) acknowledges that the Shares, the Warrant and the Warrant Shares to be issued to Syngenta may not be transferred unless such Shares, Warrant or Warrant Shares are subsequently registered under the Members shall 1933 Act or an exemption from registration is available, and (ii) are aware that Diversa is not obligated to register any sale, transfer or other disposition of the Shares, the Warrant and the Warrant Shares except as contemplated by the Registration Rights Agreement. (d) Each Syngenta Party (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Shares, the Warrant and the Warrant Shares and has the capacity to protect its own interests, and is exempt from capable of bearing the registration requirements economic risks of such investment. Each Syngenta Party is an “accredited investor” as such term is defined in Rule 501(a) as promulgated under the Securities 1933 Act. (e) Each Syngenta Party acknowledges that the certificates representing the Shares, the Warrant, and the Warrant Shares will contain restrictive legends noting the restrictions on transfer of described in this Section 3.13 and under federal and applicable state securities laws, and that appropriate “stop-transfer” instructions will be given to Diversa’s stock transfer agent. (f) The office or offices at which the Exchange Stock Syngenta Parties made their investment decisions with respect to the Members will not violate Shares, the anti-fraud provisions of the Securities Act Warrant and the exchange of securities provided for Warrant Shares is or are located in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal RequirementsBasel, Switzerland.

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

Securities Matters. (a) The Common Stock Each Seller (i) understands and acknowledges that the RS&H Shares and the Note to be issued at the Closing have not been, and will not be, registered under the Securities Act of PocketSpec 1933, as amended (the "Securities Act"), or under any state securities laws, are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering and are "restricted securities" under SEC Rule 144 under the Securities Act, which may not be sold in the absence of registration under the Securities Act and any applicable state securities law or an exemption therefrom, (ii) is registered pursuant acquiring the RS&H Shares and/or the Note solely for his own account for investment purposes and not with a view to Section 12(gthe distribution or resale thereof; (iii) is a sophisticated investor with such knowledge and experience in business and financial matters that he is capable of evaluating the Exchange Act. PocketSpec merits and the risks inherent in acquiring and holding the RS&H Shares and/or the Note; (iv) has received certain information concerning RS&H and has had the opportunity to obtain on Sierra Norte's behalf true additional information as desired in order to evaluate the merits and complete copies risks inherent in acquiring and holding the RS&H Shares and/or the Note; and (v) is able to bear the economic risk and lack of liquidity inherent in acquiring and holding the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to RS&H Shares and/or the transactions contemplated by this AgreementNote. (b) As Each Seller acknowledges that he has received copies of their respective dates, all each of PocketSpec's reports, statements and other filings with the Commission (the "RS&H SEC Documents") complied in all material respects with the requirements of the Act or the Exchange Act as the case may be " and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to "Supplemental Disclosure Letter" (as such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary terms are defined in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsSection 3.7). (c) The Exchange Stock Each Seller understands and acknowledges that certificates representing the RS&H Shares to be issued at the Closing will bear legends substantially to the Members shall be and is exempt from the registration requirements of the Securities Actfollowing effect: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, and the transfer of the Exchange Stock to the Members will not violate the antiAS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A BUY-fraud provisions of the Securities Act and the exchange of securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal RequirementsSELL AGREEMENT, COPIES OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE COMPANY. ANY ATTEMPTED TRANSFER OR PLEDGE OF THE SHARES REPRESENTED BY THIS CERTIFICATE IN VIOLATION OF THE TERMS OF SUCH BUY-SELL AGREEMENT SHALL BE NULL AND VOID AND SHALL NOT BE RECOGNIZED BY THE COMPANY.

Securities Matters. (a) The Common Stock of PocketSpec is registered pursuant to Section 12(g) Each of the Exchange Act. PocketSpec has had the opportunity Stockholders severally represents and warrants to obtain on Sierra Norte's behalf true and complete copies of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than HNWC as follows with respect to the transactions contemplated shares of HNWC Common Stock (the "Merger Shares") to be issued to the Stockholders in the Merger: (a) Such Stockholder is acquiring the Merger Shares solely for his or her own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution thereof. Such Stockholder understands that the issuance of the Merger Shares has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any State (collectively, "State Securities Laws") by this Agreementreason of specific exemptions under the provision thereof which depend in part upon such Stockholder's investment intent. (b) As Such Stockholder understand that the Merger Shares will be "restricted securities" under the Securities Act and that the Securities Act and the rules of their respective dates, all of PocketSpec's reports, statements the Securities and other filings with the Exchange Commission (the "SEC DocumentsSEC") complied thereunder provide in all material respects with the requirements of the Act or the Exchange Act as the case substance that such securities may be and disposed of only pursuant to an effective registration statement under the rules and regulations of the Commission promulgated thereunder and other federalSecurities Act, state and local lawsor an exemption from such registration if available, rules and regulations applicable or in certain transactions not subject to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange Stock to be issued to the Members shall be and is exempt from the registration requirements of the Securities Act, Act and the transfer further understands that HNWC has no obligation or intention to register any of the Exchange Stock Merger Shares. (c) Such Stockholder agrees that he or she will not: (i) sell, assign, pledge, give, transfer, or otherwise dispose of the Merger Shares or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration thereof under the Securities Act and all applicable State Securities Laws or in a transaction which, in the written opinion of counsel, reasonably satisfactory to HNWC, is exempt from or not subject to the Members will not violate the anti-fraud registration provisions of the Securities Act and all applicable State Securities Laws; (ii) that the exchange of securities provided certificate(s) representing the Merger Shares may bear an appropriate legend making reference to the foregoing restrictions; and (iii) that the transfer agent for in Section 2.1 of this Agreement has been consummated in conformity the Shares will not be required to give effect to any purported transfer thereof, except upon compliance with all other applicable Legal Requirementsthe foregoing restrictions.

Securities Matters. (a) The Common Stock Lender is purchasing the Debentures and Warrants as principal for its own account, not for the benefit of PocketSpec is registered pursuant to Section 12(g) of the Exchange Act. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true any other Person, for investment only and complete copies of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect a view to the transactions contemplated by this Agreementresale or distribution of any part thereof. (b) As of their respective dates, all of PocketSpec's reports, statements and other filings with the Commission (the "SEC Documents") complied The Lender is an “accredited investor” as defined in all material respects with the requirements of the Act or the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC DocumentsNI 45-106, and none of has so indicated by checking the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make box opposite the appropriate category on Schedule “A” attached hereto which so describes it and acknowledges that by signing this Agreement it is certifying that the statements therein, in light of made by checking the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)appropriate accredited investor category are true. (c) The Exchange Stock Lender is a U.S. Accredited Investor and is acquiring the Debentures and Warrants for its own account, and for investment and not with a view to be issued any resale, distribution or other disposition of the Debentures, Warrants, or Shares in violation of United States federal or state securities Laws and the Lender has so indicated by checking the appropriate category on Schedule “B” attached hereto which so describes it and acknowledges that by signing this Agreement it is certifying that the statements made by checking the appropriate U.S. Accredited Investor category are true. (d) In the case of a subscription for the Debentures as trustee or agent, the Lender is the duly authorized trustee or agent of the disclosed beneficial purchaser with due and proper power and authority to execute and deliver, on behalf of each such beneficial purchaser, the Transaction Agreements, to agree to the Members shall terms and conditions herein and therein set out and to make the representations, warranties, acknowledgements and covenants herein and therein contained, all as if each such beneficial purchaser were the purchaser and the Lender’s actions as trustee or agent are in compliance with applicable Law and the Lender and each beneficial purchaser acknowledges that the Company is required by Law to disclose to certain regulatory authorities the identity of each beneficial purchaser of Debentures for whom it may be and is exempt from the registration requirements acting. (e) The Lender acknowledges that none of the Debentures, the Warrants, and the Warrant Shares issuable upon exercise of the Warrants, have been or will be registered under the U.S. Securities Act or any applicable state securities laws and the contemplated sale to, or for the account or benefit of, persons in the United States and U.S. Persons is being made in reliance on a private placement exemption to U.S. Accredited Investors provided under Rule 506(b) of Regulation D and similar exemptions under applicable state securities laws. Accordingly, the Debenture and Warrants, and the Warrant Shares issuable upon exercise of the Warrants, will be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act, and therefore may not be offered or sold by it, directly or indirectly, in the United States without registration under United States securities laws, except in limited circumstances, and the Lender understands that the Debentures, Warrants and Warrant Shares will each contain a legend in respect of such restrictions. (f) The Lender acknowledges that if it (or any beneficial purchaser on whose behalf it is acting) decides to offer, sell, pledge or otherwise transfer any of the Exchange Stock Debentures, Warrants or Warrant Shares, such securities may be offered, sold, pledged, or otherwise transferred only (i) to the Members will not violate the anti-fraud provisions of the Securities Act and the exchange of securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal Requirements.Company,

Securities Matters. (a) The Common Stock of PocketSpec Seller is registered pursuant to Section 12(g) acquiring the Seller's Shares solely for its own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution thereof. Seller and ▇▇▇▇▇▇ understand that the issuance of the Exchange Act. PocketSpec has had the opportunity to obtain on Sierra NorteSeller's behalf true and complete copies of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which Shares hereunder has not been so disclosedregistered under the Securities Act of 1933, other than as amended (the "Securities Act"), or the securities laws of any State (collectively, "State Securities Laws") by reason of specific exemptions under the provision thereof which depend in part upon Seller's investment intent. . (b) Seller and ▇▇▇▇▇▇ understand that the Seller's Shares are "restricted securities" under the Securities Act and that the Securities Act and the rules of the Securities and Exchange Commission thereunder provide in substance that such securities may be disposed of only pursuant to an effective registration statement under the Securities Act, or an exemption from such registration if available, or in certain transactions not subject to the registration requirements of the Securities Act and further understands that Buyer has no obligation or intention to register any of the Seller's Shares. (c) Seller agrees that it will not, and ▇▇▇▇▇▇ agrees to cause Seller not to: (i) sell, assign, pledge, give, transfer, or otherwise dispose of the Seller's Shares or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration thereof under the Securities Act and all applicable State Securities Laws or in a transaction which, in the written opinion of Sellers' counsel, reasonably satisfactory to Buyer, is exempt from or not subject to the registration provisions of the Securities Act and all applicable State Securities Laws; (ii) that the certificate(s) representing the Seller's Shares may bear an appropriate legend making reference to the foregoing restrictions; and (iii) that the transfer agent for the Seller's Shares will not be required to give effect to any purported transfer thereof, except upon compliance with respect the foregoing restrictions. (d) Seller and ▇▇▇▇▇▇ acknowledges that they and their representatives have been given full access to such of the business, personnel and financial information of Buyer and its properties, books, contracts, commitments and records, together with projected and pro forma financial information concerning Buyer giving effect to the transactions contemplated by this Agreement. (b) As of their respective dates, all of PocketSpec's reports, statements and other filings with Agreement as the Commission (the "SEC Documents") complied undersigned has requested in all material respects with the requirements order to make an independent investigation of the Act or transactions contemplated by this Agreement and evaluate the Exchange Act as condition (financial and other), properties, assets, liabilities, business operations and prospects of Buyer. Seller and ▇▇▇▇▇▇ and their advisors (if any) have had an opportunity to ask questions of, and to receive information from, Buyer and to obtain any additional information necessary to verify the case may be and the rules and regulations accuracy of the Commission promulgated thereunder information and other federal, state data received by them. Seller and local laws, rules ▇▇▇▇▇▇ and regulations applicable to such SEC Documents, their advisors (if any) have received all information and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required data which they believe to be stated therein or necessary in order to make reach an informed decision as to the statements therein, in light advisability of acquiring the Seller's Shares hereunder. Seller and ▇▇▇▇▇▇ understand that the acquisition of the circumstances under which they were madeSeller's Shares is subject to a number of risks and uncertainties, not misleading. The financial statements of PocketSpec included in including without limitation, the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as risk that Buyer's Common Stock may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange Stock to be issued to the Members shall be and is exempt delisted from the registration requirements Nasdaq SmallCap Market, pending the outcome of the Securities Acta hearing scheduled for July 8, and the transfer of the Exchange Stock to the Members will not violate the anti-fraud provisions of the Securities Act and the exchange of securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal Requirements1999.

Securities Matters. (a) The Common Stock Lender is purchasing the Notes and Warrants as principal for its own account, not for the benefit of PocketSpec is registered pursuant to Section 12(g) of the Exchange Act. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true any other Person, for investment only and complete copies of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect a view to the transactions contemplated by this Agreement.resale or distribution of any part thereof (b) As of their respective dates, all of PocketSpec's reports, statements and other filings with the Commission (the "SEC Documents") complied The Lender is an “accredited investor” as defined in all material respects with the requirements of the Act or the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC DocumentsNI 45-106, and none of has so indicated by checking the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make box opposite the appropriate category on Schedule “A” attached hereto which so describes it and acknowledges that by signing this Agreement it is certifying that the statements therein, in light of made by checking the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)appropriate accredited investor category are true. (c) The Exchange Stock Lender is a U.S. Accredited Investor and is acquiring the Notes and Warrants for its own account, and for investment and not with a view to be issued any resale, distribution or other disposition of the Notes, Warrants, or Shares in violation of United States federal or state securities Laws and the Lender has so indicated by checking the appropriate category on Schedule “B” attached hereto which so describes it and acknowledges that by signing this Agreement it is certifying that the statements made by checking the appropriate U.S. Accredited Investor category are true. (d) In the case of a subscription for the Notes as trustee or agent, the Lender is the duly authorized trustee or agent of the disclosed beneficial purchaser with due and proper power and authority to execute and deliver, on behalf of each such beneficial purchaser, the Transaction Agreements, to agree to the Members shall terms and conditions herein and therein set out and to make the representations, warranties, acknowledgements and covenants herein and therein contained, all as if each such beneficial purchaser were the purchaser and the Lender’s actions as trustee or agent are in compliance with applicable Law and the Lender and each beneficial purchaser acknowledges that the Company is required by Law to disclose to certain regulatory authorities the identity of each beneficial purchaser of Notes for whom it may be and is exempt from the registration requirements acting. (e) The Lender acknowledges that none of the Notes, the Warrants, and the Warrant Shares issuable upon exercise of the Warrants, have been or will be registered under the U.S. Securities Act or any applicable state securities laws and the contemplated sale to, or for the account or benefit of, persons in the United States and U.S. Persons is being made in reliance on a private placement exemption to U.S. Accredited Investors provided under Rule 506(b) of Regulation D and similar exemptions under applicable state securities laws. Accordingly, the Notes and Warrants, and the Warrant Shares issuable upon exercise of the Warrants, will be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act, and therefore may not be offered or sold by it, directly or indirectly, in the United States without registration under United States securities laws, except in limited circumstances, and the Lender understands that the Notes, Warrants and Warrant Shares will each contain a legend in respect of such restrictions. (f) The Lender acknowledges that if it (or any beneficial purchaser on whose behalf it is acting) decides to offer, sell, pledge or otherwise transfer any of the Exchange Stock Notes, Warrants or Warrant Shares, such securities may be offered, sold, pledged, or otherwise transferred only (i) to the Members will not violate Company, (ii) outside the anti-fraud provisions United States in compliance with Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations, or (iii) pursuant to an exemption from registration under the U.S. Securities Act provided by (A) Rule 144 thereunder, if available, or (B) Rule 144A thereunder, if available, and, in each case, in compliance with any applicable state securities laws, or (iv) pursuant to another exemption from registration under the U.S. Securities Act and applicable state securities laws, provided that, in the case of (iii)(A) and (iv) above, an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company is provided to the effect that such transfer does not require registration under the U.S. Securities Act or any applicable state securities laws, and covenants that it (and any beneficial purchaser for whom it is acting) will not offer or sell the Notes, the Warrants or any Warrant Shares, to, or for the account or benefit of, any person in the United States or a U.S. Person except as set out above. (g) The Lender acknowledges that until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, the Notes, the certificates representing the Warrant Shares, and all certificates issued in exchange or in substitution thereof, shall bear the following legend (in addition to the legends provided in Article 9): “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (1) RULE 144 THEREUNDER, IF AVAILABLE, OR (2) 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT, IN THE CASE OF (C)(1) AND (D) ABOVE, AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO COMPANY IS PROVIDED TO THE EFFECT THAT SUCH TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE US. ACT OR ANY APPLICABLE STATE SECURITIES LAWS. [FOR WARRANT SHARES ADD: THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT “GOOD DELIVERY” OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE.]” provided, that if the Warrant Shares are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S, and the Warrant Shares were acquired when the Company qualified as a “foreign private issuer” (as defined in Rule 902 of Regulation S), the legend set forth above may be removed by providing a declaration to the registrar and transfer agent of the Company, as set forth in Schedule “C” attached hereto (or in such other form as the Company may prescribe from time to time); and provided, further, that, if the Warrant Shares are being sold otherwise than in accordance with Rule 904 of Regulation S and other than to the Company, the legend may be removed by delivery to the registrar and transfer agent and the Company of an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws. (h) The Lender acknowledges that acknowledges that the Company is not obligated to remain a “foreign private issuer”, and may not qualify as a “foreign private issuer” at the time of exercise of any Warrants. (i) The Lender acknowledges that until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, the certificate representing the Warrants, and all certificates issued in exchange or in substitution thereof, shall bear the following legends (in addition to the legends provided for in Section 2.1 Article 9): “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT. THESE WARRANTS MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THESE WARRANTS HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.” (i) The delivery of this Agreement has been consummated in conformity Agreement, the acceptance of it by the Company and the issuance of the Notes (or any underlying securities issuable upon exercise thereof), to the Lender complies with all applicable Laws of the Lender’s domicile and all other applicable Legal RequirementsLaws and will not cause the Company to become subject to or comply with any disclosure, prospectus or reporting requirements under any such applicable Laws.

Securities Matters. (a) The Common Stock of PocketSpec is registered pursuant to Section 12(g) of BUYER Shares are received by SELLERS for investment purposes for SELLERS’s own account, and not with the Exchange Actview to, or for resale in connection with, any distribution thereof. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true and complete copies of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should SELLERS understands that BUYER Shares have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. (b) As of their respective dates, all of PocketSpec's reports, statements and other filings with the Commission (the "SEC Documents") complied in all material respects with the requirements of the Act or the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances registered under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange Stock to be issued to the Members shall be and is exempt from the registration requirements of the Securities Act, and or under the transfer securities laws of various states, by reason of a specified exemption from the Exchange Stock to registration provisions thereunder. SELLERS acknowledges that the Members will not violate BUYER Shares must be held indefinitely unless the anti-fraud provisions of BUYER Shares are subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available. SELLERS has been advised or is aware of the exchange provisions of Rule 144 promulgated under the Securities Act which permits limited resale of the securities purchased in a private placement subject to the satisfaction of certain conditions including, among other things, the availability of certain current public information about BUYER and compliance with applicable requirements regarding the holding period, the amount of securities provided for to be sold, and the manner of sale. SELLERS is a sophisticated investor with knowledge and experience in Section 2.1 business and financial matters and is able to bear the economic risk and lack of this Agreement liquidity inherent in owning the BUYER Shares. SELLERS understands and acknowledges that no Governmental Authority has been consummated asked to rule on nor has it ruled on the tax or other consequences of the transactions contemplated hereby. SELLER represents and warrants that SELLERS is an “Accredited Investor” as defined in conformity with Rule 501(a) of Regulation D under the Securities Act. SELLERS understands that all other applicable Legal Requirementscertificates for BUYER Shares shall bear a legend in substantially the following form: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE ISSUER OF AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT, AS AMENDED, OR ANY STATE SECURITIES LAWS.”

Securities Matters. The Majority DCG Shareholder understands that none of the shares of Parent Stock included in the Merger Consideration has been registered under the Securities Act, on the grounds that the issuance thereof to the DCG Shareholders in connection with the Merger is exempt from registration pursuant to Section 4(2) of the Securities Act and/or Regulation D promulgated under the Securities Act (“Regulation D”), and that the reliance of Parent on such exemptions is predicated in part on the representations, warranties, covenants and acknowledgements set forth in this Section 5.2. (a) The Common Parent Stock of PocketSpec is registered pursuant to Section 12(g) of will be acquired by the Exchange Act. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true and complete copies of the SEC Documents (except Majority DCG Shareholder for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. (b) As of their respective dates, all of PocketSpec's reports, statements and other filings with the Commission (the "SEC Documents") complied in all material respects with the requirements of the Act or the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were madehis own account, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as a nominee or agent, for investment and without a view to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission resale or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during distribution within the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange Stock to be issued to the Members shall be and is exempt from the registration requirements meaning of the Securities Act, and the Majority DCG Shareholder will not distribute or transfer any of the Exchange Parent Stock in violation of the Securities Act. (b) The Majority DCG Shareholder: (i) acknowledges that the Parent Stock to be issued to the Members will Majority DCG Shareholder is not violate the anti-fraud provisions of registered under the Securities Act and must be held indefinitely by the exchange Majority DCG Shareholder unless the Parent Stock is subsequently registered under the Securities Act or an exemption from registration is available, (ii) is aware that any routine sales of the Parent Stock made under Rule 144 of the Securities and Exchange Commission under the Securities Act may be made only in limited amounts and in accordance with the terms and conditions of that Rule and that in such cases where the Rule is not applicable, registration or compliance with some other registration exemption will be required, (iii) is aware that Rule 144 is not now and for a period of at least one year following the Closing Date hereof will not be, available for use by the Majority DCG Shareholder for resale of the Parent Stock, and (iv) is aware that Parent is not obligated to register any sale, transfer or other disposition of the Parent Stock. (c) The Majority DCG Shareholder has such knowledge and experience in financial and business matters that the Majority DCG Shareholder is fully capable of evaluating the risks and merits of such Shareholder’s investment in the Parent Stock. (d) The Majority DCG Shareholder acknowledges and agrees that the certificates representing the Parent Stock issuable to the Majority DCG Shareholder will contain a restrictive legend noting the restrictions on transfer described in this Section and under federal and applicable state securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal Requirementslaws, and that appropriate “stop-transfer” instructions will be given to Parent’s stock transfer agent.

Securities Matters. (a) The Common Stock of PocketSpec is registered pursuant to Section 12(g) of BUYER SHARES are received by SELLER for investment purposes for SELLER’s own account, and not with the Exchange Actview to, or for resale in connection with, any distribution thereof. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true and complete copies of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should SELLER understands that BUYER SHARES have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. (b) As of their respective dates, all of PocketSpec's reports, statements and other filings with the Commission (the "SEC Documents") complied in all material respects with the requirements of the Act or the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances registered under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange Stock to be issued to the Members shall be and is exempt from the registration requirements of the Securities Act, and or under the transfer securities laws of various states, by reason of a specified exemption from the Exchange Stock to registration provisions thereunder. SELLER acknowledges that the Members will not violate BUYER SHARES must be held indefinitely unless the anti-fraud provisions of BUYER SHARES are subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available. SELLER has been advised or is aware of the exchange provisions of Rule 144 promulgated under the Securities Act which permits limited resale of the securities purchased in a private placement subject to the satisfaction of certain conditions including, among other things, the availability of certain current public information about BUYER and compliance with applicable requirements regarding the holding period, the amount of securities provided for to be sold, and the manner of sale. SELLER is a sophisticated investor with knowledge and experience in Section 2.1 business and financial matters and is able to bear the economic risk and lack of this Agreement liquidity inherent in owning the BUYER SHARES. SELLER understands and acknowledges that no Governmental Authority has been consummated asked to rule on nor has it ruled on the tax or other consequences of the transactions contemplated hereby. SELLER represents and warrants that SELLER is an “Accredited Investor” as defined in conformity with Rule 501(a) of Regulation D under the Securities Act. SELLER understands that all other applicable Legal Requirementscertificates for BUYER SHARES shall bear a legend in substantially the following form: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE ISSUER OF AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT, AS AMENDED, OR ANY STATE SECURITIES LAWS.” Page | 16 of 31Bluwire - ReTech Exchange Agreement

Securities Matters. (a) The Common Each PDI Shareholder understands that none of the shares of Parent Stock of PocketSpec included in the Merger Consideration has been registered under the Securities Act, on the grounds that the issuance thereof to the PDI Shareholders in connection with the Merger is registered exempt from registration pursuant to Section 12(g4(2) of the Exchange Act. PocketSpec has had Securities Act and/or Regulation D promulgated under the opportunity to obtain Securities Act (“Regulation D”), and that the reliance of Parent on Sierra Norte's behalf true such exemptions is predicated in part on the representations, warranties, covenants and complete copies of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to the transactions contemplated by acknowledgements set forth in this AgreementSection 5.2. (b) As of their respective dates, all of PocketSpec's reports, statements and other filings with the Commission (the "SEC Documents") complied in all material respects with the requirements of the Act The Parent Stock will be acquired by each PDI Shareholder for his or the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were madeher own account, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as a nominee or agent, for investment and without a view to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission resale or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during distribution within the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange Stock to be issued to the Members shall be and is exempt from the registration requirements meaning of the Securities Act, and the such PDI Shareholder will not distribute or transfer any of the Exchange Parent Stock in violation of the Securities Act. (c) Each PDI Shareholder: (i) acknowledges that the Parent Stock to the Members will be issued to such PDI Shareholder is not violate the anti-fraud provisions of registered under the Securities Act and must be held indefinitely by such PDI Shareholder unless the exchange Parent Stock is subsequently registered under the Securities Act or an exemption from registration is available, (ii) is aware that any routine sales of the Parent Stock made under Rule 144 of the Securities and Exchange Commission under the Securities Act may be made only in limited amounts and in accordance with the terms and conditions of that Rule and that in such cases where the Rule is not applicable, registration or compliance with some other registration exemption will be required, (iii) is aware that Rule 144 is not now and for a period of at least one year following the Closing Date hereof will not be, available for use by such PDI Shareholder for resale of the Parent Stock, and (iv) is aware that Parent is not obligated to register any sale, transfer or other disposition of the Parent Stock. (d) Each PDI Shareholder has such knowledge and experience in financial and business matters that such PDI Shareholder is fully capable of evaluating the risks and merits of such Shareholder’s investment in the Parent Stock. (e) Each PDI Shareholder acknowledges and agrees that the certificates representing the Parent Stock issuable to such PDI Shareholder will contain a restrictive legend noting the restrictions on transfer described in this Section and under federal and applicable state securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal Requirementslaws, and that appropriate “stop-transfer” instructions will be given to Parent’s stock transfer agent.

Securities Matters. (a) The Common Stock of PocketSpec is registered pursuant to Section 12(g) of ETS understands that the Exchange Act. PocketSpec has had Shares, the opportunity to obtain on Sierra Norte's behalf true ETS Warrant and complete copies of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should Warrant Shares have been disclosed publicly by PocketSpec but which has not been so disclosedregistered under the Securities Act, or under the securities laws of any U.S. state jurisdiction or other than with respect to jurisdiction, by reason of a specified exception from the transactions contemplated by this Agreementregistration provisions thereunder. (b) As of their respective datesETS acknowledges that the Shares, all of PocketSpec's reports, statements and other filings with the Commission (the "SEC Documents") complied in all material respects with the requirements of the Act or the Exchange Act as the case may be ETS Warrant and the rules Warrant Shares must be held indefinitely unless and regulations of until they are subsequently registered under the Commission promulgated thereunder Securities Act and other federal, under applicable state and local laws, rules and regulations applicable to securities laws or an exemption from such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)registration is available. (c) The Exchange Stock to be ETS understands that all certificates for the Shares and the Warrant Shares issued to them shall bear a legend in the Members shall be and is exempt from substantially the registration requirements of the Securities Actfollowing form: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MUST BE HELD INDEFINITELY UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER SAID ACT OR, and the transfer of the Exchange Stock to the Members will not violate the anti-fraud provisions of the Securities Act and the exchange of securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal RequirementsIN THE OPINION OF COUNSEL TO THE COMPANY, AN EXEMPTION FROM REGISTRATION UNDER SAID ACT IS AVAILABLE. ANY ROUTINE SALES OF THE SECURITIES WHICH MAY BE MADE IN RELIANCE UPON RULE 144 UNDER SAID ACT, IF AVAILABLE, CAN BE MADE ONLY IN ACCORDANCE WITH ALL OF THE TERMS AND CONDITIONS OF THAT RULE. THE COMPANY MAKES NO REPRESENTATION THAT IT WILL MEET THE REPORTING REQUIREMENTS OR ANY OTHER REQUIREMENTS OF RULE 144."

Securities Matters. (ai) The Common Stock of PocketSpec is registered pursuant Subject to Section 12(g) the accuracy of the Exchange Act. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true and complete copies representations of the SEC Documents (except for exhibits Lender set forth in Section 3.2 hereof, the offer, sale and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to issuance of the transactions Securities as contemplated by this Agreement. (b) As of their respective dates, all of PocketSpec's reports, statements and other filings with the Commission (the "SEC Documents") complied in all material respects with the requirements of the Act or the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange Stock to be issued to the Members shall be and is Agreement are exempt from the registration requirements of the Securities Act of 1933 as amended (the "Securities Act") pursuant to Regulation S as promulgated under the Securities Act. (ii) The Company is a "Domestic Issuer" and a "Reporting Issuer," as such terms are defined by Rule 902 of Regulation S. The Company has registered its Common Stock pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934, and as amended (the transfer "Exchange Act") requirements of either Section 13(a) or 15(d) of the Exchange Act. The Company's Common Stock trades on the OTC Bulletin Board under the symbol CDNO. (iii) The Company has not offered the Securities to any person in the Members will United States, any identifiable group of U.S. citizens abroad, or to any U.S. Person. (iv) At the time the buy order was originated, the Company and/or its agents reasonably believed Lender was outside the United States and was not violate a U.S. Person. (v) The Company and/or its agents reasonably believe that the anti-fraud provisions sale of the Securities has not been prearranged with a Lender in the United States. (vi) The Company has not conducted any "directed selling efforts" with respect to the Securities nor has Lender conducted any general solicitation (as that term is used in Regulation D under the Securities Act) with respect to the Securities. (vii) The Company will issue one or more Certificates representing the Securities in the name of Company with the following restrictive legend set forth below (the "Restrictive Legend") in such denominations to be specified by the Lender: "The Securities represented by this Certificate have not been registered under the United States Securities Act of 1933 (the "Act") and may not be sold, transferred, pledged or otherwise hypothecated by the exchange original holder of securities provided the Securities or any subsequent holder unless (a) they are covered by a registration statement or a post-effective amendment thereto under the Act, (b) they are covered by an exemption available under Regulation S promulgated under the Act, or (c) in the opinion of counsel for in Company, which opinion shall be reasonably acceptable to the Company, such sale, transfer, pledge or hypothecation is otherwise exempt from the provisions of Section 2.1 5 of this Agreement has been consummated in conformity with all other applicable Legal Requirementsthe Act."

Securities Matters. (a) The Shareholders jointly and severally represent and warrant that they are acquiring their respective portions of NRC Common Stock for their own accounts, to hold for investment, and with no intention of PocketSpec is registered pursuant to Section 12(g) dividing their respective parts or their participation with others, or reselling or otherwise participating, directly or indirectly, in a distribution of the Exchange Act. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true NRC Common Stock, and complete copies that each Shareholder shall not make any sale, transfer or other disposition of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. (b) As of their respective dates, all of PocketSpec's reports, statements and other filings with the Commission (the "SEC Documents") complied NRC Common Stock in all material respects with the requirements violation of the 1933 Act or the securities laws of any state. Each of the Shareholders have been advised that the NRC Common Stock is not being registered under the 1933 Act on the grounds that such transactions are exempt from registration under one or more exemptions under the 1933 Act and also are not being registered under any securities laws of the various states on the grounds that such transactions are exempt from registration thereunder, and that reliance by NRC on such exemptions is predicated, in part, on the representation from the Shareholders set forth in this Section 10.38. The Shareholders further understand that NRC is required to file periodic reports with the Securities and Exchange Act as Commission and that, following a one-year holding period, certain sales of the case NRC Common Stock may be and exempt from registration under the rules and regulations 1933 Act by virtue of Rule 144, provided that such sales are made in accordance with all of the Commission promulgated thereunder terms and other federalconditions of Rule 144, state including compliance with the required one-year holding period. It is understood and local laws, rules and regulations applicable to such SEC Documents, and none agreed that if Rule 144 is not available for the sales of the SEC Documents contained any untrue statement of a material fact NRC Common Stock, the NRC Common Stock may not be sold without registration under the 1933 Act or omitted compliance with some other exemption from such registration, and, except as provided in Section 19 below, that NRC is not obligated to state a material fact required register the NRC Common Stock to be stated therein transferred pursuant to this Agreement or to take any action necessary in order to make compliance with an exemption from registration available. It is acknowledged that all shares of NRC Common Stock shall bear a restrictive legend to the statements therein, in light of the circumstances under which they were made, effect that such shares have not misleadingbeen registered and may not be sold or transferred except pursuant to a registration or an exemption therefrom. The financial statements of PocketSpec included in Shareholders acknowledge and agree that they have not received any public solicitation or advertisement concerning an offer to sell or to acquire the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)NRC Common Stock. (c) The Exchange Stock to be issued to the Members shall be and is exempt from the registration requirements of the Securities Act, and the transfer of the Exchange Stock to the Members will not violate the anti-fraud provisions of the Securities Act and the exchange of securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal Requirements.

Securities Matters. (a) The Common Stock of PocketSpec is registered pursuant to Section 12(g) of TARGET Shares received by BUYER are for investment purposes for BUYER’s own account, and not with the Exchange Actview to, or for resale in connection with, any distribution thereof. PocketSpec has had BUYER understands that the opportunity to obtain on Sierra Norte's behalf true and complete copies of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should TARGET Shares have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. (b) As of their respective dates, all of PocketSpec's reports, statements and other filings with the Commission (the "SEC Documents") complied in all material respects with the requirements of the Act or the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances registered under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange Stock to be issued to the Members shall be and is exempt from the registration requirements of the Securities Act, and or under the transfer securities laws of various states, by reason of a specified exemption from the Exchange Stock to registration provisions thereunder. BUYER acknowledges that the Members will not violate TARGET Shares must be held indefinitely unless the anti-fraud provisions of TARGET Shares are subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available. BUYER has been advised or is aware of the exchange provisions of Rule 144 promulgated under the Securities Act which permits limited resale of the securities purchased in a private placement subject to the satisfaction of certain conditions including, among other things, the availability of certain current public information about TARGET and compliance with applicable requirements regarding the holding period and the amount of securities provided for to be sold and the manner of sale. BUYER is a sophisticated investor with knowledge and experience in Section 2.1 business and financial matters and is able to bear the economic risk and lack of this Agreement liquidity inherent in owning the TARGET Shares. BUYER has received and carefully reviewed, if available and applicable: (a) TARGET’s most recent SEC filings, and (b) all other information filed by TARGET pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended; and (c) information supplied otherwise that otherwise supplies adequate material information. BUYER understands and acknowledges that no Governmental Authority has been consummated asked to rule on nor has it ruled on the tax or other consequences of the transactions contemplated hereby. BUYER represents and covenants that BUYER is an “Accredited Investor” as defined in conformity with Rule 501(a) of Regulation D under the Securities Act. BUYER understands that all other applicable Legal Requirementscertificates for the TARGET Shares shall bear a legend in substantially the following form: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE ISSUER OF AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT, AS AMENDED, OR ANY STATE SECURITIES LAWS.” 6. CONDITIONS OF BUYER’ S OBLIGATIONS AT CLOSING.

Securities Matters. (a) The Common Stock of PocketSpec is registered Seller acknowledges that the information supplied by the Seller in the representations contained herein will be relied upon by the Purchaser Entities in concluding that the Share Consideration has been issued pursuant to Section 12(g) Regulation D under the U.S. Securities Act or another exemption from the registration requirements of the Exchange U.S. Securities Act. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true and complete copies of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. (b) As The Seller acknowledges and agrees that the Share Consideration is being offered and sold in the United States only to the Seller on the basis that the Seller is an “accredited investor” as defined in Rule 501(1), (2), (3), (7) or (8) of their respective dates, all of PocketSpec's reports, statements and other filings with Regulation D in a private placement transaction not involving any public offering in reliance on the Commission (exemption from the "SEC Documents") complied in all material respects with the registration requirements of Section 5 of the U.S. Securities Act provided by Section 4(a)(2) of the U.S. Securities Act or the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations another applicable to such SEC Documentsexemption therefrom, and none of in Canada on the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except that (i) as may be otherwise indicated Seller is not resident in such financial statements or the notes thereto or British Columbia and (ii) in Seller hereby acknowledges that: (A) no securities commission or similar regulatory authority has reviewed or passed on the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as merits of the dates thereof Common Shares comprising the Share Consideration; (B) there is no government or other insurance covering the Common Shares comprising the Share Consideration; (C) there are risks associated with the purchase of the Common Shares comprising the Share Consideration; (D) there are restrictions on Seller’s ability to resell the Common Shares comprising the Share Consideration and it is the results responsibility of operations Seller to find out what those restrictions are and cash flows for to comply with them before selling the periods then ended Common Shares comprising the Share Consideration; and (subjectE) Parent has advised Seller that Parent is relying on an exemption from the requirements to provide Seller with a prospectus and to sell securities through a person registered to sell securities under the B.C. Securities Act and, in as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the case B.C. Securities Act, including statutory rights of unaudited statementsrescission or damages, will not be available to normal year-end audit adjustments)Seller. (c) The Exchange Stock Seller acknowledges and agrees that the Share Consideration has not been and will not be registered under the U.S. Securities Act or under the applicable securities laws of any state or other jurisdiction, and that the relevant clearances have not been and will not be obtained from the SEC. (d) The Seller acknowledges that, unless and until the Share Consideration is registered under the U.S. Securities Act, subject to certain exceptions, the Share Consideration, or any part thereof, may not be issued offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within the United States, except pursuant to the Members shall be and is exempt from an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and the transfer of the Exchange Stock to the Members will not violate the anti-fraud provisions of the U.S. Securities Act and in compliance with any applicable securities laws of the exchange states of securities provided the United States. (e) The Seller acknowledges the Share Consideration is being distributed to it pursuant to a prospectus exemption under the National Instrument 45-106 Prospectus and Registration Exemption and that the offer or sale in Canada of such Share Consideration by the Seller is a distribution unless such offer or sale is made in compliance with the requirements of subsection 2.5(2) of National Instrument 45-102 Resale of Securities. (f) The Seller is: (i) an “accredited investor” as defined in Rule 501(a)(1), (2), (3), (7) or (8) of Regulation D; (ii) not receiving the Share Consideration as a result of any “general solicitation” or “general advertising” (as those terms are defined in Regulation D); and (iii) receiving the Share Consideration for in Section 2.1 its own account with no present intention of this Agreement has been consummated in conformity distributing the Share Consideration or an amount thereof, or any arrangement or understanding with all any other applicable Legal Requirementspersons regarding the distribution of such Share Consideration, or otherwise.

Securities Matters. (a) The Registration of SPSS Common Stock of PocketSpec is registered pursuant to Section 12(g) of the Exchange Act. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true and complete copies of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to the transactions contemplated by this AgreementStock. (bi) As of their respective dates, all of PocketSpec's reports, statements SPSS Inc. will prepare and other filings file with the Securities and Exchange Commission (the "SEC DocumentsSEC") complied in one or more registration Statements on Form S-3 (together with all amendments and supplements thereto, including post-effective amendments, and all material respects incorporated by reference or deemed to be incorporated by reference therein, with any such registration statement hereinafter referred to as a "REGISTRATION STATEMENT") under the requirements of the Securities Act or the Exchange Act as the case may be and the rules and regulations promulgated thereunder, for the registration of the Commission promulgated thereunder resale by the Shareholders of shares of SPSS Common Stock issued by SPSS Inc. and other federal, state and local laws, rules and regulations applicable delivered to such SEC Documents, and none or for the benefit of the SEC Documents contained Shareholders in payment of any untrue statement portion of a material fact or omitted the Guaranteed Payment (any such shares hereinafter referred to state a material fact required as the "SHARES"). SPSS Inc. shall take such commercially reasonable steps as are necessary to cause the Registration Statement to be stated therein or necessary in order to make declared effective by the statements therein, in light SEC within 120 days of the circumstances under date on which they were made, not misleading. The financial statements SPSS Inc. receives the Reconciliation (as defined in Section 12.13) (the "ACCOUNTING INFORMATION DELIVERY DATE") and to maintain the effectiveness of PocketSpec included in the SEC Documents comply as to form in such Registration Statement until all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements Shares covered by each such Registration Statement have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except either (i) as may be otherwise indicated in such financial statements or been sold by the notes thereto Shareholders, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects sold by the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange Stock to be issued to the Members shall be and is exempt from the Shareholders without registration requirements of the Securities Act, and the transfer of the Exchange Stock to the Members will not violate the anti-fraud provisions of under Rule 144 promulgated under the Securities Act and without regard to any volume limitations. (ii) Each of the Shareholders to be named as a selling shareholder in any Registration Statement shall cooperate with SPSS Inc. in connection with each registration of Shares and shall provide such information and execute such documents as SPSS Inc. shall reasonably request in connection with any such registration. The failure of any Shareholder to provide such information and/or execute such documents, if any, prior to the date on which the applicable Registration Statement is declared effective by the SEC shall release SPSS Inc. from any present or future obligation to register the resale of the Shares of the failing Shareholder that would have otherwise been covered by the applicable Registration Statement. (iii) In the event that the Registration Statement shall not have been declared effective by 120 days following the Accounting Information Delivery Date or, in any event no event later than 180 days after the Closing Date, SPSS Inc. shall be obligated to repurchase from the Shareholders all of the shares of SPSS Common Stock issued to the Shareholders pursuant to Section 2.4(a) hereof, in exchange for cash in an amount equal to the value of securities provided for the Guaranteed Payment, measured in Euros, on the date such Guaranteed Payment was made. SPSS Inc.'s obligation to make the cash payment set forth in this Section 2.1 2.5(a)(iii) shall be contingent upon the return to SPSS Inc. of the shares of SPSS Common Stock issued pursuant to Section 2.4(a). Payment of all amounts set forth in this Agreement has been consummated Section 2.5(a)(iii) shall be made by SPSS Inc. to the Shareholder Representative who shall distribute such sums to the Shareholders in conformity accordance with all other applicable Legal RequirementsSchedule 2.4(d) hereto. Within five (5) Business Days upon receipt of such sums, the Shareholder Representative and each Shareholder shall issue a statement to SPSS Inc. and SPSS granting full discharge in respect of the Guaranteed Payment received.

Securities Matters. STC hereby represents, warrants and covenants to the Company, as follows: (a) The Common Stock STC understands that the shares of PocketSpec is registered pursuant to Section 12(gCompany common stock issued or issuable under this Agreement (the "Shares") of the Exchange Act. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true and complete copies of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosedregistered under the Securities Act of 1933, other than with respect to as amended (the transactions contemplated by this Agreement"Securities Act"), or any state securities act in reliance on exemptions therefrom. (b) As of their respective datesThe Shares are being acquired solely for STC's own account, all of PocketSpec's reports, statements for investment and other filings are not being acquired with the Commission (the "SEC Documents") complied in all material respects with the requirements of the Act a view to or the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subjectresale, in distribution, subdivision or fractionalization thereof, STC has no present plans to enter into any such contract, undertaking, agreement or arrangement and STC further understands that the case of unaudited statementsShares, may only be resold pursuant to normal year-end audit adjustments).a registration statement under the Securities Act, or pursuant to some other available exemption; (c) The Exchange Stock STC is an "accredited investor" as that term is defined in Regulation D or not a "U.S. persong as that term is defined in Regualation S each underthe Securities Act and through its officers and directors has sufficient knowledge and experience in financial and business matters to be issued to capable of evaluating the Members shall be merits and the risks of its investment in the Shares and is exempt from able to bear the registration requirements economic risk of its investment in the Shares; (d) STC acknowledges, in connection with the purchase of the Shares, that no representation has been made by representatives of the Company regarding its business, assets or prospects other than that set forth herein and that it is relying upon the information set forth in the filings made by the Company pursuant to Section 13 of the Securities ActExchange Act of 1934, and as amended. (e) STC agrees that the transfer of certificate or certificates representing the Exchange Stock Shares will be inscribed with substantially the following legend in addition to the Members will not violate the anti-fraud provisions of the Securities Act and the exchange of securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all any other applicable Legal Requirementscontractual or regulatory legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SECURITIES UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF ISSUER'S COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT."

Securities Matters. (a) The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “1933 Act”), of any interests in the Plan or any shares of Common Stock to be issued thereunder or to effect similar compliance under any state laws. The Company shall not be obligated to cause to be issued any shares of PocketSpec Common Stock unless and until the Company is registered advised by its counsel that the issuance of such shares of Common Stock is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded. The Committee may require, as a condition of the issuance of shares of Common Stock pursuant to Section 12(g) the terms hereof, that the Participant make such covenants, agreements and representations, and that any certificates bear such legends as the Committee, in its sole discretion, deems necessary or desirable. The Participant specifically understands and agrees that the shares of Common Stock, if and when issued, may be “restricted securities,” as that term is defined in Rule 144 under the Exchange Act. PocketSpec has had 1933 Act and, accordingly, the opportunity Participant may be required to obtain on Sierra Norte's behalf true and complete copies hold the shares of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule Common Stock indefinitely unless they are registered under such Act or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreementan exemption from such registration is available. (b) As The Participant represents and warrants to the Company that all shares of their respective dates, all of PocketSpec's reports, statements and other filings with Common Stock the Commission (Participant may acquire upon the "SEC Documents") complied in all material respects with the requirements exercise of the Act or Option will be acquired by the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows Participant for the periods then ended (subject, Participant’s own account for investment and that the Participant will not sell or otherwise dispose of any such shares of Common Stock except in the case of unaudited statements, to normal year-end audit adjustments)compliance with all applicable federal and state securities laws. (c) The Exchange Company shall, at all times, reserve and keep available out of its authorized shares of Common Stock, solely for the purpose of issuance upon the exercise of any Option, such number of shares of Common Stock to or other securities, properties or rights as shall be issued issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of the Option (or portion thereof) and payment of the Exercise Price thereof, all shares of Common Stock and other securities issuable upon such exercise shall be duly and validly issued, fully paid, non-assessable and not subject to the Members shall be and is exempt from the registration requirements preemptive rights of the Securities Act, and the transfer of the Exchange Stock to the Members will not violate the anti-fraud provisions of the Securities Act and the exchange of securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal Requirementsany stockholder.

Securities Matters. The Majority DCG Shareholder understands that none of the shares of Parent Stock included in the Merger Consideration has been registered under the Securities Act, on the grounds that the issuance thereof to the DCG Shareholders in connection with the Merger is exempt from registration pursuant to Section 4(2) of the Securities Act and/or Regulation D promulgated under the Securities Act ("Regulation D"), and that the reliance of Parent on such exemptions is predicated in part on the representations, warranties, covenants and acknowledgements set forth in this Section 5.2. (a) The Common Parent Stock of PocketSpec is registered pursuant to Section 12(g) of will be acquired by the Exchange Act. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true and complete copies of the SEC Documents (except Majority DCG Shareholder for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. (b) As of their respective dates, all of PocketSpec's reports, statements and other filings with the Commission (the "SEC Documents") complied in all material respects with the requirements of the Act or the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were madehis own account, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as a nominee or agent, for investment and without a view to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission resale or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during distribution within the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange Stock to be issued to the Members shall be and is exempt from the registration requirements meaning of the Securities Act, and the Majority DCG Shareholder will not distribute or transfer any of the Exchange Parent Stock in violation of the Securities Act. (b) The Majority DCG Shareholder: (i) acknowledges that the Parent Stock to be issued to the Members will Majority DCG Shareholder is not violate the anti-fraud provisions of registered under the Securities Act and must be held indefinitely by the exchange Majority DCG Shareholder unless the Parent Stock is subsequently registered under the Securities Act or an exemption from registration is available, (ii) is aware that any routine sales of the Parent Stock made under Rule 144 of the Securities and Exchange Commission under the Securities Act may be made only in limited amounts and in accordance with the terms and conditions of that Rule and that in such cases where the Rule is not applicable, registration or compliance with some other registration exemption will be required, (iii) is aware that Rule 144 is not now and for a period of at least one year following the Closing Date hereof will not be, available for use by the Majority DCG Shareholder for resale of the Parent Stock, and (iv) is aware that Parent is not obligated to register any sale, transfer or other disposition of the Parent Stock. (c) The Majority DCG Shareholder has such knowledge and experience in financial and business matters that the Majority DCG Shareholder is fully capable of evaluating the risks and merits of such Shareholder's investment in the Parent Stock. (d) The Majority DCG Shareholder acknowledges and agrees that the 32 certificates representing the Parent Stock issuable to the Majority DCG Shareholder will contain a restrictive legend noting the restrictions on transfer described in this Section and under federal and applicable state securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal Requirementslaws, and that appropriate "stop-transfer" instructions will be given to Parent's stock transfer agent.

Securities Matters. (a) The Common Stock of PocketSpec Santa Fe is acquiring the Woodland Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Santa Fe acknowledges that the Woodland Shares are not registered under the Securities Act, or any state securities laws, and that the Woodland Shares may not be transferred or sold except pursuant to Section 12(g) the registration provisions of the Exchange ActSecurities Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable. PocketSpec Santa Fe is able to bear the economic risk of holding the Woodland Shares for an indefinite period (including total loss of its investment), and has had sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the opportunity to obtain on Sierra Norte's behalf true merits and complete copies risk of its investment. Santa Fe recognizes that investment in the Woodland Shares involves certain risks, including the potential loss of the SEC Documents (except for exhibits Subscriber’s investment herein. The Subscriber recognizes that this Agreement do not purport to contain all the information which would be contained in a registration statement under the Securities Act, Santa Fe acknowledges that no federal, state or foreign agency has passed upon or reviewed the terms and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to conditions of the transactions contemplated by this Agreement. (b) As of their respective dates, all of PocketSpec's reports, statements and other filings with hereby or made any finding or determination as to the Commission (the "SEC Documents") complied in all material respects with the requirements fairness of the Act or the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingtransactions contemplated hereby. The financial statements of PocketSpec included shares are being offered and sold in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied reliance on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange Stock to be issued to the Members shall be and is exempt specific exemptions from the registration requirements of the Securities Actfederal and state law under Section 4(a)(2), and the transfer Santa Fe’s representations, warranties, agreements, acknowledgments and applicability of the Exchange Stock to the Members will not violate the anti-fraud provisions of the Securities Act such exemptions and the exchange suitability of securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal RequirementsSanta Fe to acquire such shares. It is understood that any certificates evidencing such shares shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, NOR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THEY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THOSE SECURITIES LAWS OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE WOODLAND SHARES, THAT THE SALE OR TRANSFER IS PURSUANT TO AN EXEMPTION TO THE REGISTRATION REQUIREMENTS OF THOSE SECURITIES LAWS.”

Securities Matters. (a) The Common By executing this Agreement, Parent acknowledges that : (i) Parent has been advised that the Stock has not been and will not have been registered under the Act, Securities Act of PocketSpec is registered pursuant 1933, as amended (the "1933 Act"), the Securities of Washington, or other applicable securities laws of any state, that the Securityholders in transferring such shares to the Parent will be relying, if applicable, upon the exemption from such registration requirements contained in Section 12(g4(1) or 4(2) of the Exchange Act. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true and complete copies of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly 1933 Act as a transaction by PocketSpec but which has not been so disclosed, a person other than with respect to the transactions contemplated by this Agreement. (b) As of their respective datesan issuer, all of PocketSpec's reports, statements and other filings with the Commission (the "SEC Documents") complied in all material respects with the requirements of the Act underwriter or the Exchange Act as the case may be dealer and the rules and regulations of the Commission promulgated thereunder and other federal, applicable state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or exemption; (ii) the Stock is "restricted" as that term is used in Rule 144 under the case 1933 Act as a consequence of unaudited interim statements, to the extent they which Parent may not include footnotes be able to sell the shares unless such shares are first registered under the Act and any applicable state securities laws or may unless an exemption from such registration, available; (iii) the Stock will be condensed or summary statementsacquired by Parent for purposes other than "distribution" as that term is used in Section 2(11) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange Stock to be issued to the Members shall be and is exempt from the registration requirements of the Securities 1933 Act, and the transfer (iv) Parent is an "Accredited Investor" as defined in Rule 501(a) of the U.S. Securities and Exchange Stock Commission and understands and agrees that any and all certificates evidencing the stock shall bear and be subject to the Members will not violate the anti-fraud provisions of the Securities Act and the exchange of securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal Requirementsfollowing legend: NOTICE: RESTRICTION ON TRANSFER AND OTHER MATTERS "THE COMPANY'S SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO EITHER (1) AN OPINION OF LEGAL COUNSEL THAT VALID REGISTRATION HAS BEEN OBTAINED UNDER APPLICABLE LAWS OR THAT SUCH REGISTRATION IS NOT REQUIRED (WHICH OPINION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, AND WHOSE APPROVAL SHALL NOT BE ACCEPTABLE TO THE COMPANY, AND WHOSE APPROVAL SHALL NOT BE UNREASONABLY WITHHELD), OR (2) SUCH OTHER PROCEDURES AS ARE ACCEPTABLE TO THE COMPANY. ANY OFFER OR DISPOSITION OF THESE SECURITIES WITHOUT SATISFACTION OF SAID CONDITIONS WILL BE WRONGFUL, AND WILL NOT ENTITLE THE TRANSFEREE TO REGISTER OWNERSHIP OF THE SECURITIES WITH THE COMPANY.

Securities Matters. (a) The Common Each Shareholder represents and agrees that he or it: (i) is acquiring the GSRW Stock and RW Notes for his own account and not for the account or benefit of PocketSpec any other person; (ii) has knowledge and experience in financial and business matters such that he or it is registered pursuant capable of evaluating the merits and risks of an investment in the GSRW Stock and RW Notes; (iii) has been furnished with all such information as he or it has deemed necessary to Section 12(gmake an informed investment decision with respect to the GSRW Stock and RW Notes; (iv) of the Exchange Act. PocketSpec has had the opportunity to obtain such independent legal and tax advice and financial planning services as he or it has deemed appropriate prior to making a decision to invest in the GSRW and RW Notes; (v) confirms that the GSRW Stock is being acquired solely for investment, and is not being purchased with a view to a distribution or resale thereof otherwise than in compliance with the Securities Act of 1933, as amended (the "Securities Act"), Regulation S thereunder and other applicable Irish or UK law; (vi) certifies that he or it is not a U.S. person (as such term is defined in Rule 902(k) of Regulation S) and is not acquiring the GSRW Stock and RW Notes on Sierra Norte's behalf true and complete copies of any U.S. person, is located outside of the SEC Documents United States (except for exhibits within the meaning of Regulation S) and incorporated documentswill acquire such securities outside of the United States (within the meaning of Regulation S). PocketSpec has not provided to Sierra Norte any information which; (vii) understands that the GSRW Stock, according to applicable lawGSRW Series A Stock, rule or regulationGSRW Series B Stock, should and RW Notes have been disclosed publicly by PocketSpec but which has not been so disclosedregistered under the Securities Act, or any state securities laws, in reliance upon exemptions from registration for non-public offerings. Such Shareholder understands that neither such security nor any interest therein may be, and agrees that neither such security nor any interest therein will be, resold or otherwise disposed of by such Shareholder unless such security is subsequently registered under the Securities Act and under appropriate state securities laws or unless an exemption from registration is applicable; (viii) will not offer, sell, pledge or otherwise transfer its RW Notes or GSRW Stock except (a) to a person whom GSRW reasonably believes (or he or it and anyone acting on his or its behalf reasonably believes) is a Qualified Institutional Buyer within the meaning of Rule 144A under the Securities Act in a transaction meeting the requirements of Rule 144A, (b) outside the United States to a person other than a U.S. Person (as defined in Regulation S) in accordance with respect Regulation S under the Securities Act, or (c) under an exemption from registration requirements of the Securities Act provided by Rule 144 under the Securities Act (if applicable) or pursuant to an effective registration statement under the transactions contemplated by Securities Act, in any case in accordance with any applicable securities laws of any state of the United States and each Shareholder acknowledges that GSRW shall refuse to register any transfer made in violation of this Agreementsection. (bix) As of their respective dates, all of PocketSpec's reports, statements and other filings will not conduct any hedging transactions involving these securities unless in compliance with the Commission Securities Act; (x) acknowledges that the "SEC Documents") complied in all material respects with GSRW Stock, GSRW Series A Stock, GSRW Series B Stock and RW Notes are deemed to be restricted securities under Rule 144, and subject to the requirements restrictions of Rule 144 of the Act or the Exchange Act as the case may be Rules and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange Stock to be issued to the Members shall be and is exempt from the registration requirements Regulation of the Securities Act, and that these securities will continue to be deemed restricted securities subject to Rule 144 notwithstanding that they are resold in a resale transaction pursuant to Rule 901 or Rule 904 of Regulation S; and (xi) acknowledges and agrees that each certificate representing the GSRW Stock shall contain, and RW Notes shall contain, a legend substantially similar to, the following restrictive legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY ONLY BE SOLD, RESOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE LAWS OF THE STATES, TERRITORIES AND POSSESSIONS OF THE UNITED STATES GOVERNING THE OFFER AND SALE OF SECURITIES AND ONLY (1) OUTSIDE THE UNITED STATES TO A PERSON OTHER THAN A U.S. PERSON (AS SUCH TERMS ARE DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN ACCORDANCE WITH RULES 901 THROUGH 905 AND THE PRELIMINARY NOTES OF REGULATION S UNDER THE SECURITIES ACT, (2) TO A PERSON WHOM THE HOLDER OF THE SECURITIES REPRESENTED HEREBY REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT. THE HOLDER, BY ITS ACCEPTANCE OF THIS CERTIFICATE OR THE SECURITIES REPRESENTED HEREBY, AS THE CASE MAY BE, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREIN MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TRANSFER RESTRICTIONS AND OTHER PROVISIONS OF THE SHAREHOLDERS AGREEMENT, DATED AS OF [___________], 2003 (THE "SHAREHOLDERS AGREEMENT"), BY AND AMONG GSRWB, INC. (THE "COMPANY"), CERTAIN OF THE SERIES A CONVERTIBLE PREFERRED STOCKHOLDERS OF THE COMPANY, CERTAIN OF THE SERIES B CONVERTIBLE PREFERRED STOCKHOLDERS OF THE COMPANY, CERTAIN OF THE SERIES C CONVERTIBLE PREFERRED STOCKHOLDERS OF THE COMPANY AND CERTAIN OF THE COMMON STOCKHOLDERS OF THE COMPANY AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT AS PROVIDED THEREIN." (b) GSRW agrees that it will refuse to register the transfer of securities not made in accordance with the Exchange Stock to the Members will not violate the anti-fraud provisions of Regulation S (Rules 901 through 905, and Preliminary Notes), pursuant to registration under the Securities Act and or pursuant to an available exemption from registration under the exchange of securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal RequirementsSecurities Act.

Securities Matters. (a) The Southwestern shall be under no obligation to effect the registration pursuant to the Securities Act of any interests in any shares of Common Stock to be issued hereunder or to effect similar compliance under any state laws. Notwithstanding anything herein to the contrary, Southwestern shall not be obligated to cause to be issued or delivered any certificates evidencing shares of PocketSpec is registered Common Stock pursuant to Section 12(g) this agreement unless and until Southwestern is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of the New York Stock Exchange Actand any other securities exchange on which shares of Common Stock are traded. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true and complete copies The Committee may require, as a condition of the SEC Documents (except for exhibits issuance and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect delivery of certificates evidencing shares of Common Stock pursuant to the transactions contemplated by this Agreementterms hereof, that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee deems necessary or desirable. (b) As The exercise of their respective datesany Option granted hereunder shall be effective only at such time as counsel to Southwestern shall have determined that the issuance and delivery of shares of Common Stock pursuant to such exercise is in compliance with all applicable laws, all regulations of PocketSpec's reports, statements governmental authority and other filings with the Commission (the "SEC Documents") complied in all material respects with the requirements of the Act New York Stock Exchange and any other securities exchange on which shares of Common Stock are traded. Southwestern may, in its sole discretion, defer the effectiveness of any exercise of an Option granted hereunder or the Exchange Act as issuance or transfer of shares of Common Stock pursuant thereto or ensure compliance under federal or state securities laws. Southwestern shall inform the case may be and Participant in writing of its decision to defer the rules and regulations effectiveness of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none exercise of an Option or the issuance or transfer of shares of Common Stock granted hereunder. During the period that the effectiveness of the SEC Documents contained exercise of an Option has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund of any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations amount paid with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange Stock to be issued to the Members shall be and is exempt from the registration requirements of the Securities Act, and the transfer of the Exchange Stock to the Members will not violate the anti-fraud provisions of the Securities Act and the exchange of securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal Requirements.

Securities Matters. (a) The Parties hereto acknowledge and agree that the distribution of the FLRish Merger Consideration to holders of FLRish Common Stock Shares will be subject to all applicable Canadian and United States securities Laws (the “Securities Laws”), including, without limitation, the restrictions on transfer set forth in the Securities Laws. Lineage and Merger Sub will, subject to each of PocketSpec is registered the Conditions being satisfied by FLRish, issue and deliver the FLRish Merger Consideration to the holders of FLRish Common Shares pursuant to Section 12(g) exemptions from the prospectus filing, registration or qualification requirements of Securities Laws and otherwise fulfill all legal requirements required to be fulfilled by Lineage in connection with the issuance and delivery of the Exchange Act. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true and complete copies of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to the transactions contemplated by this AgreementFLRish Merger Consideration. (b) As of their respective dates, all of PocketSpec's reports, statements The persons listed on Schedule 9.11 will enter into and other filings with the Commission be subject to into an escrow agreement (the "SEC Documents"“Escrow Agreement”) complied in all material respects with a form to be agreed upon by FLRish and Lineage that provides for the requirements escrow of the Act or shares held by such persons listed on Schedule 9.11 for an anticipated period of thirty-six (36) months from the Exchange Act as the case may be and the rules and regulations Closing, with 10% of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required shares to be stated therein released on the date that the Subordinate Voting Shares commence trading on the CSE, followed by six subsequent releases of 15% of such escrowed shares every six (6) months thereafter, or necessary in order such other escrow as is mutually agreed to make by the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)parties. (c) The Exchange Stock Lineage agrees, subject to the Conditions being satisfied by FLRish, that Lineage will file with the CSE any documents, reports and information, in the required form, required to be filed by CSE requirements in connection with the Merger and the issuance of the FLRish Merger Consideration, together with any applicable filing fees and other materials. (d) The FLRish Merger Consideration received by holders of FLRish Common Shares may be subject to resale restrictions contained in the Securities Laws applicable to Lineage and the holders of FLRish Common Shares and any shares that are subject to tax withholding may bear an additional restrictive legend. (e) The certificates representing the Subordinate Voting Shares and the Multiple Voting Shares issued to US Persons will: (i) bear a U.S. restrictive legend set forth in Exhibit D hereto (the Members shall be “Rule 144 Legend”), and is exempt from the registration requirements (ii) will bear an additional restrictive legend requiring release by Resulting Issuer if such securities are subject to tax withholding. Resulting Issuer will work to facilitate removal of the Securities Actlegends on a timely and commercially reasonable efforts basis. (f) In addition to the restrictive legends on the FLRish Merger Consideration, and the transfer each of the Exchange Stock holders of FLRish Common Shares will be subject to the Members will not violate the anti-fraud provisions of the Securities Act and the exchange of applicable Canadian securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal Requirementslaw restrictions.

Securities Matters. The BCG Shareholders understand that none of the shares of Parent Stock included in the Merger Consideration has been registered under the Securities Act, on the grounds that the issuance thereof to the BCG Shareholders in connection with the Merger is exempt from registration pursuant to Section 4(2) of the Securities Act and/or Regulation D promulgated under the Securities Act (“Regulation D”), and that the reliance of Parent on such exemptions is predicated in part on the representations, warranties, covenants and acknowledgements set forth in this Section 4.27. (a) The Common Parent Stock of PocketSpec is registered pursuant will be acquired by each BCG Shareholder for his or her own account, not as a nominee or agent, for investment and without a view to Section 12(g) resale or other distribution within the meaning of the Exchange Securities Act. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true , and complete copies such BCG Shareholder will not distribute or transfer any of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to Parent Stock in violation of the transactions contemplated by this AgreementSecurities Act. (b) As of their respective dates, all of PocketSpec's reports, statements and other filings with the Commission (the "SEC Documents") complied in all material respects with the requirements of the Act or the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except BCG Shareholders: (i) as may be otherwise indicated in such financial statements or acknowledge that the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange Parent Stock to be issued to the Members shall be and BCG Shareholders is exempt from the registration requirements of the Securities Act, and the transfer of the Exchange Stock to the Members will not violate the anti-fraud provisions of registered under the Securities Act and must be held indefinitely by the exchange BCG Shareholders unless the Parent Stock is subsequently registered under the Securities Act or an exemption from registration is available, (ii) are aware that any routine sales of the Parent Stock made under Rule 144 of the Securities and Exchange Commission under the Securities Act may be made only in limited amounts and in accordance with the terms and conditions of that Rule and that in such cases where the Rule is not applicable, registration or compliance with some other registration exemption will be required, (iii) are aware that Rule 144 is not now and for a period of at least one year following the Closing Date hereof will not be, available for use by the BCG Shareholders for resale of the Parent Stock, and (iv) are aware that Parent is not obligated to register any sale, transfer or other disposition of the Parent Stock. (c) Each BCG Shareholder has such knowledge and experience in financial and business matters that such BCG Shareholder is fully capable of evaluating the risks and merits of such Shareholder’s investment in the Parent Stock. (d) The BCG Shareholders acknowledge and agree that the certificates representing the Parent Stock issuable to such Shareholder will contain a restrictive legend noting the restrictions on transfer described in this Section and under federal and applicable state securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal Requirementslaws, and that appropriate “stop-transfer” instructions will be given to Parent’s stock transfer agent.

Securities Matters. (a) The Shareholders jointly and severally represent and warrant that they are acquiring their respective portions of NRC Common Stock for their own accounts, to hold for investment, and with no intention of PocketSpec is registered pursuant to Section 12(g) dividing their respective parts or their participation with others, or reselling or otherwise participating, directly or indirectly, in a distribution of the Exchange Act. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true NRC Common Stock, and complete copies that each Shareholder shall not make any sale, transfer or other disposition of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. (b) As of their respective dates, all of PocketSpec's reports, statements and other filings with the Commission (the "SEC Documents") complied NRC Common Stock in all material respects with the requirements violation of the 1933 Act or the securities laws of any state. Each of the Shareholders have been advised that the NRC Common Stock is not being registered under the 1933 Act on the grounds that such transactions are exempt from registration under one or more exemptions under the 1933 Act and also are not being registered under any securities laws of the various states on the grounds that such transactions are exempt from registration thereunder, and that reliance by NRC on such exemptions is predicated, in part, on the representation from the Shareholders set forth in this Section 10.38. The Shareholders further understand that NRC is required to file periodic reports with the Securities and Exchange Act as Commission and that, following a one-year holding period, certain sales of the case NRC Common Stock may be and exempt from registration under the rules and regulations 1933 Act by virtue of Rule 144, provided that such sales are made in accordance with all of the Commission promulgated thereunder terms and other federalconditions of Rule 144, state including compliance with the required one-year holding period. It is understood and local laws, rules and regulations applicable to such SEC Documents, and none agreed that if Rule 144 is not available for the sales of the SEC Documents contained any untrue statement of a material fact NRC Common Stock, the NRC Common Stock may not be sold without registration under the 1933 Act or omitted compliance with some other exemption from such registration, and, except as provided in Section 19 below, that NRC is not obligated to state a material fact required register the NRC Common Stock to be stated therein transferred pursuant to this Agreement or to take any action necessary in order to make compliance with an exemption from registration available. It is acknowledged that all shares of NRC Common Stock shall bear a restrictive legend to the statements therein, in light of the circumstances under which they were made, effect that such shares have not misleadingbeen registered and may not be sold or transferred except pursuant to a registration or an exemption therefrom. The financial statements of PocketSpec included in Shareholders acknowledge and agree that they have not received any public solicitation or advertisement concerning an offer to sell or to acquire the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect theretoNRC Common Stock. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange Stock to be issued to the Members shall be and is exempt from the registration requirements of the Securities Act, and the transfer of the Exchange Stock to the Members will not violate the anti-fraud provisions of the Securities Act and the exchange of securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal Requirements.20

Securities Matters. (a) The Common Stock of PocketSpec Each Syngenta Party acknowledges that the Shares, the Warrant and the Warrant Shares have not been registered under the 1933 Act, on the grounds that the issuance thereof to the Syngenta Parties in connection with the transactions contemplated in this Agreement is registered exempt from registration pursuant to Section 12(g4(2) of the Exchange 1933 Act. PocketSpec has had , and that the opportunity to obtain reliance of Diversa on Sierra Norte's behalf true such exemption is predicated in part on the acknowledgements, representations and complete copies of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to the transactions contemplated by warranties set forth in this AgreementSection 3.13. (b) As of their respective datesThe Shares, all of PocketSpec's reportsthe Warrant and the Warrant Shares will be acquired by the Syngenta Parties for investment for its own account and not with a view to, statements and other filings with or for sale in connection with, any distribution thereof within the Commission (the "SEC Documents") complied in all material respects with the requirements meaning of the Act or the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)1933 Act. (c) The Exchange Stock Each Syngenta Party: (i) acknowledges that the Shares, the Warrant and the Warrant Shares to be issued to Syngenta may not be transferred unless such Shares, Warrant or Warrant Shares are subsequently registered under the Members shall 1933 Act or an exemption from registration is available, and (ii) are aware that Diversa is not obligated to register any sale, transfer or other disposition of the Shares, the Warrant and the Warrant Shares except as contemplated by the Registration Rights Agreement. (d) Each Syngenta Party (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Shares, the Warrant and the Warrant Shares and has the capacity to protect its own interests, and is exempt from capable of bearing the registration requirements economic risks of such investment. Each Syngenta Party is an "accredited investor" as such term is defined in Rule 501(a) as promulgated under the Securities 1933 Act. (e) Each Syngenta Party acknowledges that the certificates representing the Shares, the Warrant, and the Warrant Shares will contain restrictive legends noting the restrictions on transfer of described in this Section 3.13 and under federal and applicable state securities laws, and that appropriate "stop-transfer" instructions will be given to Diversa's stock transfer agent. (f) The office or offices at which the Exchange Stock Syngenta Parties made their investment decisions with respect to the Members will not violate Shares, the anti-fraud provisions of the Securities Act Warrant and the exchange of securities provided for Warrant Shares is or are located in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal RequirementsBasel, Switzerland.

Securities Matters. Neither this Warrant nor the Warrant Shares have been registered under the Securities Act of 1933 (the "Act"), as amended, or any applicable "Blue Sky" laws. By acceptance of this Warrant, the Holder represents and warrants to the Company that Holder (a) The Common Stock is receiving this Warrant and, upon exercise, is acquiring the Warrant Shares for Holder's own account and not on behalf of PocketSpec others, and is registered pursuant to Section 12(g) not taking this Warrant or any of the Exchange Act. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true and complete copies of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than Warrant Shares with respect a view to the transactions contemplated by this Agreement. "distribution" thereof (b) As of their respective dates, all of PocketSpec's reports, statements and other filings with the Commission (the "SEC Documents") complied as that term is defined in all material respects with the requirements of the Act or the Exchange Act as the case may be and the rules and regulations of the Securities and Exchange Commission promulgated thereunder thereunder) and other federal(b) will not offer, state distribute, sell, transfer or otherwise dispose of this Warrant or the Warrant Shares except pursuant to (i) an effective registration statement under the Act and local laws, rules and regulations any applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations Blue Sky laws with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto , or (ii) in the case of unaudited interim statementsan opinion, satisfactory to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subjectCompany, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange Stock to be issued addressed to the Members shall be and Company, of counsel satisfactory to the Company, that such offering, distribution, sale, transfer or disposition is exempt from registration under the registration requirements of the Securities Act, and the transfer of the Exchange Stock to the Members will not violate the anti-fraud provisions of the Securities Act and the exchange of securities provided for in Section 2.1 any applicable Blue Sky laws. Each and every certificate representing Warrant Shares to be delivered upon exercise of this Agreement has been consummated in conformity with all other applicable Legal RequirementsWarrant shall bear the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Securities Matters. Ascot hereby represents, warrants and covenants to the Purchaser, as follows: (a) Ascot understands that the Purchaser Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities act in reliance on exemptions therefrom. (b) The Common Stock Purchaser Shares are being acquired solely for Ascot's own account, for investment and are not being acquired with a view to or for the resale, distribution, subdivision or fractionalization thereof, Ascot has no present plans to enter into any such contract, undertaking, agreement or arrangement and Ascot further understands that the Purchaser Shares, may only be resold pursuant to a registration statement under the Securities Act, or pursuant to some other available exemption; (c) Ascot is an "accredited investor" as that term is defined in Regulation D of PocketSpec the Securities Act and through its officers and directors has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and the risks of its investment in the Purchaser Shares and is registered able to bear the economic risk of its investment in the Purchaser Shares; (d) Ascot acknowledges, in connection with the purchase of the Purchaser Shares, that no representation has been made by representatives of the Purchaser regarding its business, assets or prospects other than that set forth herein and that it is relying upon the information set forth in the filings made by Purchaser pursuant to Section 12(g) 13 of the Securities Exchange Act. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true Act of 1934, as amended and complete copies of the SEC Documents (except for exhibits such other representations and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to the transactions contemplated by warranties as set forth in this Agreement. (be) As of their respective dates, all of PocketSpec's reports, statements and other filings Ascot agrees that the certificate or certificates representing the Purchaser Shares will be inscribed with substantially the Commission (the following legend: "SEC Documents") complied in all material respects with the requirements of the Act or the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances The securities represented by this certificate have not been registered under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange Stock to be issued to the Members shall be and is exempt from the registration requirements of the Securities Act, and the transfer of the Exchange Stock to the Members will not violate the anti-fraud provisions of the Securities Act of 1933. The securities have been acquired for investment and may not be sold, transferred assigned in the exchange absence of an effective registration statement for these securities provided for in Section 2.1 under the Securities Act of this Agreement has been consummated in conformity with all other applicable Legal Requirements1933 or an opinion of Purchaser's counsel that registration is not required under said Act."

Securities Matters. (ai) The Common Stock of PocketSpec is registered pursuant to Section 12(g) Assignor acknowledges its understanding that the issuance of the Exchange Consideration Shares hereunder is intended to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). In furtherance thereof, each of Assignor hereby jointly and severally represents and warrants to the Assignee that it is an "accredited investor" as that term is defined in Rule 501 of the General Rules and Regulations under the Securities Act. PocketSpec Assignor is acquiring the Consideration Shares for its own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has had a direct or indirect beneficial interest in such shares or any portion thereof. Each Assignor has the financial ability to bear the economic risk of its investment. Each Assignor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the shares being issued to it hereunder. Each Assignor has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain on Sierra Norte's behalf true and complete copies additional information concerning the issuance of the SEC Documents (except for exhibits shares, Assignee, and incorporated documents). PocketSpec has not provided to Sierra Norte any all other information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreementextent Assignee possesses such information or can acquire it without unreasonable effort or expense. (bii) As of their respective dates, all of PocketSpec's reports, statements and other filings with Assignor understands that the Commission (Consideration Shares will not be registered under the "SEC Documents") complied in all material respects with the requirements of the Securities Act or the Exchange Act as the case may securities laws of any state thereof, nor is such registration contemplated. Assignor understands and agrees further that such shares must be held and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) transferred until and fairly present in all material respects unless the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange Stock to be issued to the Members shall be and is exempt from the registration requirements of the Securities Act, and the transfer of the Exchange Stock to the Members will not violate the anti-fraud provisions of shares are registered under the Securities Act and the exchange securities laws of any other jurisdiction or an exemption from registration under the Securities Act and any applicable laws is available. Assignor understands that legends stating that the shares have not been registered under the Securities Act and the securities provided for in Section 2.1 laws of this Agreement has been consummated in conformity with any other jurisdiction and setting out or referring to the restrictions on the transferability and resale of the shares will be placed on all other applicable Legal Requirementsdocuments evidencing the shares.

Securities Matters. (a) The Common Stock of PocketSpec is registered Vendor acknowledges and agrees that, other than registrations pursuant to Section 12(g) 2.4, if any, the Common Shares issued pursuant to this Agreement will not be registered under the U.S. Securities Act and that the Common Shares will be issued to Vendor in a private placement transaction effected in reliance on an exemption from the registration requirements of the Exchange Act. PocketSpec has had U.S. Securities Act and in reliance on exemptions from the opportunity to obtain on Sierra Norte's behalf true and complete copies qualification requirements of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreementstate securities laws. (b) As Vendor shall not make any disposition of their respective dates, all of PocketSpec's reports, statements and other filings with the Commission (the "SEC Documents") complied in all material respects with the requirements or any portion of the Common Shares issued to it unless such transfer is pursuant to registration under the U.S. Securities Act or the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable pursuant to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)an available exemption from registration thereunder. (c) The Exchange Stock to be certificates representing the Common Shares issued to Vendor hereunder shall bear, in addition to any other legends required under applicable state securities laws, a legend in substantially the Members shall be and is exempt following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT ANY SALE OR TRANSFER OF THESE SECURITIES WILL BE IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. (d) In order to prevent any transfer from the registration requirements of the Securities Act, and the transfer of the Exchange Stock to the Members will not violate the anti-fraud provisions of the Securities Act and the exchange of securities provided for taking place in Section 2.1 violation of this Agreement has or any applicable law, Vendor acknowledges and agrees that Purchaser may cause a stop transfer order to be placed with Purchaser's transfer agent with respect to the Common Shares issued to Vendor. Purchaser will not be required to transfer on its books any Common Shares that have been consummated sold or transferred in conformity with all other violation of any provision of this Agreement or applicable Legal Requirementslaw.

Securities Matters. (a) The Common Stock Shareholders acknowledge that the ESI Shares to be issued and delivered to the Shareholders hereunder will not be registered under the Securities Act of PocketSpec is 1933, as amended (the "SECURITIES Act"), and will not be registered or qualified under applicable state securities laws, by reason of their issuance by ESI in a transaction exempt from the registration and qualification requirements of the Securities Act and applicable state securities laws. Each certificate representing the ESI Shares issued pursuant to Section 12(g) of this Agreement shall bear the Exchange Actfollowing legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED WITHOUT REGISTRATION PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED UNLESS THEY ARE SO REGISTERED OR, IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THIS CORPORATION, SUCH TRANSFER IS EXEMPT FROM REGISTRATION. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true and complete copies of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information whichSUCH SHARES ARE SUBJECT TO TRANSFER RESTRICTIONS SET FORTH IN A STOCK AND ASSET PURCHASE AGREEMENT, according to applicable lawDATED AS OF FEBRUARY 5, rule or regulation2002, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to the transactions contemplated by this AgreementBY AND AMONG THIS CORPORATION AND CERTAIN PERSONS." (b) As of their respective datesThe Shareholders will not sell, all of PocketSpec's reports, statements and other filings with pledge or otherwise transfer the Commission (ESI Shares unless the "SEC Documents") complied in all material respects with the requirements of ESI Shares issued to them are registered or qualified under the Act and under all applicable state securities laws or the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included are exempt therefrom in the SEC Documents comply as opinion of counsel reasonably satisfactory to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statementsESI, it being agreed that ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC is acceptable to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)ESI. (c) The Exchange Stock ESI shall give instructions to be issued to its transfer agent consistent with this Section 1.7 and shall cooperate with any transfer request made by the Members shall be and Shareholders that is exempt from the registration requirements of the Securities Act, and the transfer of the Exchange Stock to the Members will not violate the anti-fraud provisions of the Securities Act and the exchange of securities provided for in consistent with this Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal Requirements1.7.

Securities Matters. The Assignee, represents and warrants to the Assignor that: (a) The Common Stock it has been advised that the Warrant and the securities underlying the Warrant have not been registered under the Securities Act of PocketSpec 1933, as amended (the “Securities Act”), or any state securities laws (such state securities laws, together with the Securities Act, the “Acts”) and, therefore, cannot be resold unless they are registered under the applicable Acts or unless an exemption from any such registration requirements is registered available; (b) the Assignee is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act; (c) the Assignee has conducted an investigation of the Company to its satisfaction, has received all information requested from the Company in connection with such investigation, and has been provided an opportunity to ask questions of and receive answers from management representatives of the Company regarding their financial condition, performance and prospects, and the terms and conditions of the Assigned Interest, the Warrant, any other document referenced therein and the assignment of the foregoing pursuant to Section 12(g) of this Assignment and Acceptance and the Exchange Act. PocketSpec has had transfer certificate attached hereto as Exhibit A, and that the opportunity Assignee understands and acknowledges that all documents, records and books pertaining to obtain on Sierra Norte's behalf true and complete copies of its investment in the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should Company have been disclosed publicly made available for inspection by PocketSpec but which has the Company and not been so disclosed, other than by the Assignor; (d) the Assignee is aware that the Company is under no obligation to effect any registration with respect to the transactions contemplated by this Agreement. (b) As of their respective dates, all of PocketSpec's reports, statements and other filings with the Commission (the "SEC Documents") complied in all material respects with the requirements of the Act Assigned Interest or the Exchange Act as securities underlying the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved Assigned Interest (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, solely to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, provided in the case of unaudited statements, Registration Rights Agreement (as defined in the Warrant)) to normal year-end audit adjustments). file for or comply with any exemption from registration; (ce) The Exchange Stock the Assignee is accepting the Assigned Interest to be issued acquired by the Assignee hereunder for its own account and not with a view to, or for sale in connection with, the distribution thereof in violation of any Act; and (f) the Assignee is a sophisticated, well-informed investor and has such knowledge of finance, securities, investments and experience in financial, tax and business matters that the Assignee is capable of evaluating the merits and risks of such investment, is able to the Members shall be incur a complete loss of such investment and is exempt from able to bear the registration requirements economic risk of the Securities Act, and the transfer such investment for an indefinite period of the Exchange Stock to the Members will not violate the anti-fraud provisions of the Securities Act and the exchange of securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal Requirementstime.

Securities Matters. (a) The Common Each PDI Shareholder understands that none of the shares of Parent Stock of PocketSpec included in the Merger Consideration has been registered under the Securities Act, on the grounds that the issuance thereof to the PDI Shareholders in connection with the Merger is registered exempt from registration pursuant to Section 12(g4(2) of the Exchange Act. PocketSpec has had Securities Act and/or Regulation D promulgated under the opportunity to obtain Securities Act ("Regulation D"), and that the reliance of Parent on Sierra Norte's behalf true such exemptions is predicated in part on the representations, warranties, covenants and complete copies of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to the transactions contemplated by acknowledgements set forth in this AgreementSection 5.2. (b) As of their respective dates, all of PocketSpec's reports, statements and other filings with the Commission (the "SEC Documents") complied in all material respects with the requirements of the Act The Parent Stock will be acquired by each PDI Shareholder for his or the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were madeher own account, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as a nominee or agent, for investment and without a view to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission resale or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during distribution within the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange Stock to be issued to the Members shall be and is exempt from the registration requirements meaning of the Securities Act, and the such PDI Shareholder will not distribute or transfer any of the Exchange Parent Stock in violation of the Securities Act. (c) Each PDI Shareholder: (i) acknowledges that the Parent Stock to the Members will be issued to such PDI Shareholder is not violate the anti-fraud provisions of registered under the Securities Act and must be held indefinitely by such PDI Shareholder unless the exchange Parent Stock is subsequently registered under the Securities Act or an exemption from registration is available, (ii) is aware that any routine sales of the Parent Stock made under Rule 144 of the Securities and Exchange Commission under the Securities Act may be made only in limited amounts and in accordance with the terms and conditions of that Rule and that in such cases where the Rule is not applicable, registration or compliance with some other registration exemption will be required, (iii) is aware that Rule 144 is not now and for a period of at least one year following the Closing Date hereof will not be, available for use by such PDI Shareholder for resale of the Parent Stock, and (iv) is aware that Parent is not obligated to register any sale, transfer or other disposition of the Parent Stock. (d) Each PDI Shareholder has such knowledge and experience in financial and business matters that such PDI Shareholder is fully capable of evaluating the risks and merits of such Shareholder's investment in the Parent Stock. (e) Each PDI Shareholder acknowledges and agrees that the certificates representing the Parent Stock issuable to such PDI Shareholder will contain a restrictive legend noting the restrictions on transfer described in this Section and under federal and applicable state securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal Requirementslaws, and that appropriate "stop-transfer" instructions will be given to Parent's stock transfer agent.

Securities Matters. (a) The Common Stock BUYER covenants and agrees that, so long as SELLER owns any shares of PocketSpec is registered pursuant BUYER’s capital stock, BUYER will continue to Section 12(g) of the Exchange Act. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true and complete copies of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. (b) As of their respective dates, timely file all of PocketSpec's reports, statements and other filings with the Commission (the "SEC Documents") complied in all material respects with the requirements of the Act or the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact reports required to be stated therein or necessary in order to make maintain current and in good standing as a fully reporting company with the statements therein, in light of the circumstances under which they were made, not misleadingSEC and that it will at all times maintain its OTC status or better. The financial statements of PocketSpec included TARGET SHARES received by BUYER are for investment purposes for BUYER’s own account, and not with the view to, or for resale in connection with, any distribution thereof. BUYER understands that the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements TARGET SHARES have not been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange Stock to be issued to the Members shall be and is exempt from the registration requirements of registered under the Securities Act, and or under the transfer securities laws of various states, by reason of a specified exemption from the Exchange Stock to registration provisions thereunder. BUYER acknowledges that the Members will not violate TARGET SHARES must be held indefinitely unless the anti-fraud provisions of TARGET SHARES are subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available. BUYER has been advised or is aware of the exchange provisions of Rule 144 promulgated under the Securities Act which permits limited resale of the securities purchased in a private placement subject to the satisfaction of certain conditions including, among other things, the availability of certain current public information about TARGET and compliance with applicable requirements regarding the holding period and the amount of securities provided for to be sold and the manner of sale. BUYER is a sophisticated investor with knowledge and experience in Section 2.1 business and financial matters and is able to bear the economic risk and lack of this Agreement liquidity inherent in owning the TARGET Shares. BUYER has received and carefully reviewed, if available and applicable: (a) TARGET’s most recent SEC filings, and (b) all other information filed by TARGET pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended; and (c) information supplied otherwise that otherwise supplies adequate material information. BUYER understands and acknowledges that no Governmental Authority has been consummated asked to rule on nor has it ruled on the tax or other consequences of the transactions contemplated hereby. BUYER represents and warrants that BUYER is an “Accredited Investor” as defined in conformity with Rule 501(a) of Regulation D under the Securities Act. BUYER understands that all other applicable Legal Requirementscertificates for the TARGET Shares shall bear a legend in substantially the following form: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE ISSUER OF AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT, AS AMENDED, OR ANY STATE SECURITIES LAWS.” Page | 21 of 31Bluwire - ReTech Exchange Agreement

Securities Matters. (a) The Common Stock Principal Shareholders have been advised that the Pladeo Shares have not been registered under the Securities Act of PocketSpec 1933, as amended (the “Securities Act”), or any state securities act in reliance on exemptions therefrom. (b) The Pladeo Shares are being acquired solely for each Principal Shareholder’s own account, for investment and are not being acquired with a view to or for the resale, distribution, subdivision or fractionalization thereof, the Principal Shareholders have no present plans to enter into any such contract, undertaking, agreement or arrangement and each Principal Shareholder further understands that the Pladeo Shares, may only be resold pursuant to a registration statement under the Securities Act, or pursuant to some other available exemption; (c) The Principal Shareholders acknowledge, in connection with the exchange of the Pladeo Shares, that no representation has been made by representatives of Pladeo regarding its business, assets or prospects other than that set forth herein and that each is registered relying upon the information set forth in the filings made by Pladeo pursuant to Section 12(g) 13 of the Securities Exchange Act. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true Act of 1934, as amended and complete copies of the SEC Documents (except for exhibits such other representations and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to the transactions contemplated by warranties as set forth in this Agreement. (bd) As of their respective dates, all of PocketSpec's reports, statements and other filings The Principal Shareholders acknowledge that they are either an "accredited investor" with the Commission (meaning of Regulation D under the "SEC Documents") complied Securities Act or they have sufficient knowledge and experience in all material respects with financial matters to be capable of evaluating the requirements merits and risks of exchanging their shares of M▇▇▇ J▇▇▇ Group Stock for Pladeo Stock and they are able to bear the economic risk of the Act or the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)transactions contemplated hereby. (ce) The Exchange Principal Shareholders agree that the certificate or certificates representing the Pladeo Stock to will be issued to inscribed with substantially the Members shall be and is exempt from the registration requirements of the Securities Actfollowing legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, and the transfer of the Exchange Stock to the Members will not violate the anti-fraud provisions of the Securities Act and the exchange of securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal RequirementsTRANSFERRED ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SECURITIES UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF PLADEO’S COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT."

Securities Matters. (a) The Common Stock of PocketSpec is registered pursuant to Section 12(g) of the Exchange Act. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true and complete copies of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. (b) As of their respective dates, all of PocketSpec's reports, statements and other filings with the Commission (the "SEC Documents") complied in all material respects with the requirements of the Act or the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) Stran is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act of 1933, as may be otherwise indicated in such financial statements or amended (the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments“Securities Act”). (cii) The Exchange Stran is aware and acknowledges that the LBCC Common Stock issued pursuant to this Agreement has not been registered under the Securities Act and may not be issued offered or sold unless registered under the Securities Act, or unless offered and sold pursuant to the Members shall be and is exempt from an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. (iii) LBCC has made available to Stran a copy of LBCC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and the transfer of Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed since such date, as well as the Exchange Stock other filings made by the Company pursuant to the Members will not violate the anti-fraud provisions Section 13(a) of the Securities Exchange Act and of 1934, as amended, as of the exchange of securities provided for in Section 2.1 execution date of this Agreement (together the “Disclosure Documents”). Stran has read the Disclosure Documents, including the “Risk Factors” set forth in the Annual Report on Form 10-K, together with this Agreement, and fully understands the information set forth therein and herein. (iv) Stran hereby confirms that the LBCC Common Stock to be acquired by Stran under this Agreement will be acquired for investment for Stran’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that Stran has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, Stran further represents that Stran does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the LBCC Common Stock. Stran has not been consummated in conformity formed for the specific purpose of acquiring the LBCC Common Stock. (v) Stran has had a reasonable opportunity to discuss LBCC’s business, management, financial affairs and the terms and conditions of the offering of the LBCC Common Stock with all other applicable Legal RequirementsLBCC’s management and has had an opportunity to review LBCC’s facilities.

Securities Matters. (a) The Company’s Common Stock of PocketSpec is currently registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true ”), and complete copies as of the SEC Documents (except for exhibits Closing, Company will have filed all reports, schedules, forms, statements and incorporated documents). PocketSpec has not provided other documents required to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly be filed by PocketSpec but which has not been so disclosed, other than it with respect the Commission pursuant to the transactions contemplated reporting requirements of the Exchange Act (all of the foregoing including filings incorporated by this Agreementreference therein being referred to herein as the “Commission Documents”). (b) As of their respective datesNo form 10-Q, all of PocketSpec's reports, statements and other 8-K or Form 10-K filings as filed with the Commission SEC by Company (the "collectively, “SEC Documents"Reports”) complied in all material respects with the requirements of the Act or the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any contains an untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements As of PocketSpec included in their respective dates, the SEC Documents comply Reports complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such The financial statements contained in the SEC Reports (the “Financial Statement”) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements the Financial Statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) ), and fairly present in all material respects the consolidated financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). The Financial Statements are complete, accurate and fairly present the financial condition of Company as of the dates thereof and the results of its operations for the periods then ended. There are no liabilities or obligations either fixed or contingent not reflected therein. Company is in substantial compliance with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder that are effective as of the Closing Date. (c) The Exchange Company’s common stock is listed for quotation on the OTC Markets Board under the symbol “FDOC”. There are no stop orders in effect or contemplated with respect thereto and no facts exist which may give rise thereto. The Company has not been informed, and has no reason to believe, that the Company’s Common Stock will be delisted or suspended by FINRA. The Company’s Common Stock is “DTC eligible’ and the Company has not received any notice regarding any loss or suspension of its “DTC eligibility.’ There is no set of facts which create any impediment to be issued to the Members shall be and is exempt from the registration requirements approval by FINRA of the Securities Act, Company’s planned post-closing name change and the transfer of the Exchange Stock to the Members will not violate the anti-fraud provisions of the Securities Act and the exchange of securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal Requirementsreverse common stock split.

Securities Matters. (a) The Common Stock Each Shareholder understands that the Contingent Shares, when issued by FDI, will not be registered under the Securities Act of PocketSpec is registered pursuant to Section 12(g) 1933, as amended (the "Securities Act"), or any state securities laws on the grounds that the issuance of the Exchange Act. PocketSpec has had Contingent Shares is exempt from registration, and that the opportunity to obtain reliance of FDI on Sierra Norte's behalf true such exemptions is predicated in part on each of Shareholders' representations, warranties, covenants and complete copies of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to the transactions contemplated by acknowledgments set forth in this AgreementSection 2.6. (b) As of their respective datesEach Shareholder represents and warrants that the Contingent Shares to be acquired as contemplated herein will be acquired by him/her/it for his/her/its own account, all of PocketSpec's reports, statements and other filings with the Commission (the "SEC Documents") complied in all material respects with the requirements of the Act not as a nominee or the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documentsagent, and none of the SEC Documents contained any untrue statement of without a material fact or omitted view to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission resale or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during distribution within the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) The Exchange Stock to be issued to the Members shall be and is exempt from the registration requirements of the Securities Act, and the transfer of the Exchange Stock to the Members will not violate the anti-fraud provisions meaning of the Securities Act and the exchange rules and regulations thereunder, and that he/she/it will not distribute all or any portion of the Contingent Shares that may be received in violation of the Securities Act. (c) Each Shareholder acknowledges that the Contingent Shares, when issued, will be "restricted securities" under the federal securities provided laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold only if such shares are registered for sale under the Securities Act or if such sale is exempt from registration. (d) Each Shareholder represents and warrants that he/she/it, either alone, or together with a business or other representative or advisor, has such knowledge and experience in Section 2.1 financial and business matters such that he/she is capable of evaluating the merits and risks of his/her/its receipt of the Contingent Shares. (e) Each Shareholder is in a financial position to afford to hold the Contingent Shares indefinitely, each Shareholder's financial condition being such that he/she/it is not presently under necessity or constraint to dispose of the Contingent Shares to satisfy any existing or contemplated debt or undertaking. Each Shareholder recognizes that it may not be possible for him/her/it to liquidate his/her/its investment in the Contingent Shares and, accordingly, he/she/it may have to hold the Contingent Shares, and bear the economic risk of this Agreement investment, indefinitely. (f) Each Shareholders confirms that the Contingent Shares were not offered to him/her/it by any means of general solicitation or general advertising, and that he/she/it has received no representations, warranties or written communications upon which he/she/it has relied with respect to the Contingent Shares other than those contained or described in this Agreement. (g) Each Shareholder acknowledges that he/she/it has been consummated in conformity with all other applicable Legal Requirementsprovided or that FDI has made available to him/her/it copies of FDI's most recent Form 10-KSB, Form 10-QSB and any Form 8-Ks filed since the most recent Form 10-QSB was filed. (h) Each Shareholder acknowledges that FDI has given him/her/it a reasonable opportunity to ask questions and receive answers concerning his/her/its receipt of Contingent Shares and to obtain any additional information which FDI possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information.

Securities Matters. (a) The Common Stock Lender purchased the Initial Notes and Initial Warrants, and is acquiring the Notes and Warrants, as principal for its own account, not for the benefit of PocketSpec is registered pursuant to Section 12(g) of the Exchange Act. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true any other Person, for investment only and complete copies of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect a view to the transactions contemplated by this Agreementresale or distribution of any part thereof. (b) As In the case of their respective datesa subscription for the Notes as trustee or agent, all of PocketSpec's reports, statements and other filings with the Commission (Lender is the "SEC Documents") complied in all material respects with the requirements duly authorized trustee or agent of the Act or disclosed beneficial purchaser with due and proper power and authority to execute and deliver, on behalf of each such beneficial purchaser, the Exchange Act as Transaction Agreements, to agree to the case may be terms and the rules conditions herein and regulations of the Commission promulgated thereunder therein set out and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements thereinrepresentations, warranties, acknowledgements and covenants herein and therein contained, all as if each such beneficial purchaser were the purchaser and the Lender’s actions as trustee or agent are in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects compliance with applicable accounting requirements Law and the published rules Lender and regulations each beneficial purchaser acknowledges that the Company is required by Law to disclose to certain regulatory authorities the identity of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as each beneficial purchaser of Notes for whom it may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)acting. (c) The Exchange Stock to be issued to the Members shall be and is exempt from the registration requirements Lender acknowledges that none of the Notes, the Warrants, and the Warrant Shares issuable upon exercise of the Warrants, have been or will be registered under the U.S. Securities Act or any applicable state securities laws and the contemplated sale to, or for the account or benefit of, persons in the United States and U.S. Persons is being made in reliance on a private placement exemption under applicable state securities laws. Accordingly, the Notes and Warrants, and the Warrant Shares issuable upon exercise of the Warrants, will be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act, and therefore may not be offered or sold by it, directly or indirectly, in the United States without registration under United States securities laws, except in limited circumstances, and the Lender understands that the Notes, Warrants and Warrant Shares will each contain a legend in respect of such restrictions. (d) The Lender acknowledges that if it (or any beneficial purchaser on whose behalf it is acting) decides to offer, sell, pledge or otherwise transfer any of the Exchange Stock Notes, Warrants or Warrant Shares, such securities may be offered, sold, pledged, or otherwise transferred only (i) to the Members will not violate the anti-fraud provisions of the Securities Act and the exchange of securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal Requirements.Company,

Securities Matters. As of the date of this Agreement, Buyer meets the requirements to be qualified as “well known seasoned issuer” and is eligible to use an “automatic shelf registration statement” as those terms are defined in applicable rules promulgated by the SEC. To Buyer’s knowledge: (ai) The Common Stock of PocketSpec is registered All annual, quarterly and other reports or forms, and any amendments to any thereof, required to be filed by Buyer with the SEC (the “SEC Filings”) have been timely filed pursuant to Section 12(g) of the Securities Act or the Exchange Act. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true and complete copies of the SEC Documents Act (except for exhibits and incorporated documentsas each such term is hereinafter defined). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreementas applicable. (bii) As of their respective dates, all of PocketSpec's reports, statements and other filings with the Commission (the "The SEC Documents") Filings complied as to form in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, in effect on the respective dates thereof. None of the SEC Filings, when filed pursuant to the Securities Act or the Exchange Act Act, as the case may be and the rules and regulations of the Commission promulgated thereunder and other federalapplicable, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement statements of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . (iii) The financial statements of PocketSpec included in the SEC Documents comply as to form Filings present fairly, in all material respects with applicable accounting requirements respects, the financial position as of the dates indicated and the published rules cash flows and regulations results of operations for the Commission or other applicable rules periods specified of Buyer and regulations with respect its consolidated subsidiaries; and (except as otherwise stated in such SEC Filings and, in the case of unaudited interim financials, subject to year-end adjustments and the deletion of complete notes thereto. Such ) said financial statements have been prepared in accordance conformity with United States generally accepted accounting principles applied on a consistent basis during throughout the periods involved (except (i) as may be otherwise indicated in such involved. Since the latest date of the financial statements or the notes thereto or (ii) included in the case of unaudited interim statementsSEC Filings, there has been no Buyer Material Adverse Effect with respect to the extent they may not include footnotes or may be condensed or summary statements) Buyer and fairly present in all material respects the financial position of Company its subsidiaries, taken as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)a whole. (civ) The Exchange Stock to be issued to Except as disclosed in the Members shall be Buyer’s SEC Filings, Buyer’s auditors and is exempt from the registration requirements audit committee of the Securities Actboard of directors of Buyer have not been advised of: (A) any significant deficiencies in the design or operation of internal controls that could adversely affect Buyer’s ability to record, process, summarize and the transfer of the Exchange Stock report financial data nor any material weaknesses in internal controls; or (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Buyer’s internal controls. There have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to the Members will not violate the anti-fraud provisions of the Securities Act significant deficiencies and the exchange of securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal Requirementsmaterial weaknesses.

Securities Matters. (a) The Common Stock of PocketSpec Lender is registered pursuant to Section 12(gan “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Exchange Act and as reflected on the accredited investor questionnaire accompanying this Agreement. The Lender has (i) such knowledge and experience in financial and business matters to render it capable of independently evaluating the risks and merits of purchasing the Note; (ii) independently evaluated the risks and merits of purchasing the Note and has independently determined that the Note is a suitable investment for it; and (iii) sufficient financial resources to bear the loss of its entire investment in such Note. The Lender is not purchasing the Note as a result of any advertisement, article, notice, or other communication regarding the Note published in any newspaper, magazine, or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. The Note being purchased by the Lender hereunder for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Act. PocketSpec has had The Lender understands that the opportunity to obtain on Sierra Norte's behalf true and complete copies of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which Note has not been so disclosed, other than with respect to registered under the transactions contemplated Act by this Agreement. (b) As reason of their respective dates, all of PocketSpec's reports, statements its issuance in a transaction exempt from the registration and other filings with the Commission (the "SEC Documents") complied in all material respects with the prospectus delivery requirements of the Act or the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable pursuant to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of PocketSpec included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved Section 4 (except a) (i2) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results provisions of operations Rule 506(b) of Regulation D promulgated thereunder, and cash flows under the securities laws of applicable states and agrees to deliver to the Company, if requested by the Company, an investment letter in customary form. Lender acknowledges that the Note must be held indefinitely unless subsequently registered under the Act or unless an exemption from such registration is available. Lender acknowledges that the Company is neither obligated, nor has the present intention, to register the Note for resale pursuant to a registration statement filed with the periods then ended SEC. Each of the Lenders is aware of the provisions of Rule 144 promulgated under the Act (subject, “Rule 144”) which permit limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions. The Company does not currently comply with the informational requirements of Rule 144 and may not so comply in the case of unaudited statements, to normal year-end audit adjustments)future. (c) The Exchange Stock to be issued to the Members shall be and is exempt from the registration requirements of the Securities Act, and the transfer of the Exchange Stock to the Members will not violate the anti-fraud provisions of the Securities Act and the exchange of securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal Requirements.

Securities Matters. (a) The Company shall be under no obligation to effect the registration, pursuant to the Securities Act of 1933, as amended, of any shares of New Common Stock to be issued hereunder or to effect similar compliance under any state laws. Notwithstanding anything herein to the contrary, the Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of PocketSpec is registered New Common Stock pursuant to Section 12(g) this Option Agreement unless and until the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority, and the requirements of any securities exchange on which shares of New Common Stock are traded. The Board may require, as a condition of the Exchange Act. PocketSpec has had the opportunity to obtain on Sierra Norte's behalf true issuance and complete copies delivery of the SEC Documents (except for exhibits and incorporated documents). PocketSpec has not provided to Sierra Norte any information which, according to applicable law, rule or regulation, should have been disclosed publicly by PocketSpec but which has not been so disclosed, other than with respect certificates evidencing shares of New Common Stock pursuant to the transactions contemplated by this Agreementterms hereof, that the Optionee make such agreements and representations, and that such certificates bear such legends, as the Board, in its sole discretion, deems necessary or desirable to comply with applicable securities laws. (b) As The transfer of their respective datesany shares of New Common Stock hereunder shall be effective only at such time as counsel to the Company shall have determined that the issuance and delivery of such shares is in compliance with all applicable laws, all regulations of PocketSpec's reportsgovernmental authority, statements and other filings with the Commission (the "SEC Documents") complied in all material respects with the requirements of any securities exchange on which shares of New Common Stock are traded. In the Act event that the Company is engaged in an offering or other registration of New Common Stock, the Exchange Act as Board may, in its sole discretion, defer the case may be and the rules and regulations effectiveness of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none any transfer of the SEC Documents contained any untrue statement shares of a material fact or omitted to state a material fact required to be stated therein or necessary New Common Stock hereunder in order to make allow the statements therein, in light issuance of the circumstances such shares to be made pursuant to registration or an exemption from registration or other methods for compliance available under which they were made, not misleadingfederal or state securities laws. The financial statements Board shall inform the Optionee in writing of PocketSpec included its decision to defer the effectiveness of a transfer. During the period of such deferral in connection with the SEC Documents exercise of this Option, the Optionee may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto to comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)securities laws. (c) The Exchange Stock to be issued to the Members shall be and is exempt from the registration requirements of the Securities Act, and the transfer of the Exchange Stock to the Members will not violate the anti-fraud provisions of the Securities Act and the exchange of securities provided for in Section 2.1 of this Agreement has been consummated in conformity with all other applicable Legal Requirements.