Common use of Security Matters Clause in Contracts

Security Matters. The BUYER Shares are received by SELLER for investment purposes for SELLER’s own account, and not with the view to, or for resale in connection with, any distribution thereof. SELLER understands that BUYER Shares have not been registered under the Securities Act, or under the securities laws of various states, by reason of a specified exemption from the registration provisions thereunder. SELLER acknowledges that the BUYER Shares must be held indefinitely unless the 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 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 to be sold, and the manner of sale. SELLER is a sophisticated investor with knowledge and experience in business and financial matters and is able to bear the economic risk and lack of liquidity inherent in owning the BUYER Shares. SELLER understands and acknowledges that no Governmental Authority has been asked to rule on nor has it ruled on the tax or other consequences of the transactions contemplated hereby. SELLER represents and covenants that SELLER is an “Accredited Investor” as defined in Rule 501(a) of Regulation D under the Securities Act. SELLER understands that all certificates 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.”

Security Matters. The BUYER TARGET Shares are received by SELLER BUYER are for investment purposes for SELLER’s BUYER’ s own account, and not with the view to, or for resale in connection with, any distribution thereof. SELLER BUYER understands that BUYER the TARGET Shares have not been registered under the Securities Act, or under the securities laws of various states, by reason of a specified exemption from the registration provisions thereunder. SELLER BUYER acknowledges that the BUYER TARGET Shares must be held indefinitely unless the BUYER TARGET Shares are subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available. SELLER BUYER 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 BUYER TARGET and compliance with applicable requirements regarding the holding period, period and the amount of securities to be sold, sold and the manner of sale. SELLER BUYER is a sophisticated investor with knowledge and experience in business and financial matters and is able to bear the economic risk and lack of liquidity inherent in owning the BUYER TARGET Shares. SELLER 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 asked to rule on nor has it ruled on the tax or other consequences of the transactions contemplated hereby. SELLER BUYER represents and covenants that SELLER BUYER is an “Accredited Investor” as defined in Rule 501(a) of Regulation D under the Securities Act. SELLER BUYER understands that all certificates for BUYER 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.”” Exchange of Shares Agreement re: E-motion Apparel Inc. Btwn: 12 ReTech & BlanchetteMarch 2018 Page 18

Security Matters. The BUYER LATI Shares are received by SELLER each of the Sellers for investment purposes for SELLER’s its own account, and not with the view to, or for resale in connection with, any distribution thereof. SELLER Seller understands that BUYER the LATI Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of various states, by reason of a specified exemption from the registration provisions thereunder. SELLER Each of the Sellers acknowledges that the BUYER LATI Shares must be held indefinitely unless the BUYER Shares they are subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available. SELLER Each of the Sellers 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 BUYER Buyer and compliance with applicable requirements regarding the holding period, period and the amount of securities to be sold, sold and the manner of sale. SELLER All shares of stock issued to ADG (or otherwise restricted herein) will be subject to a lock up agreement with the percentage of shares released for unrestricted transactions as follows: Year 1 ten (10) percent, Year 2 twenty (20) percent, Year 3 thirty (30) percent and Year 5 one hundred (100) percent. Each Seller is a sophisticated investor with knowledge and experience in business and financial matters and is able to bear the economic risk and lack of liquidity inherent in owning the BUYER LATI Shares. SELLER Each Seller has received and carefully reviewed (i) Buyer's most recent SEC filings, and (ii) all other information filed by Buyer pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended. Each Seller 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 or the adequacy of the disclosure of the exhibits and schedules hereto and each Seller, as applicable, must forego the LATI Shares, if any, that such a review would provide. Each Seller understands and acknowledges that no Governmental Authority neither the Internal Revenue Service nor any other tax authority has been asked to rule on nor has it ruled on the tax or other consequences of the transactions contemplated hereby. SELLER Each Seller represents and covenants that SELLER it is an “and "Accredited Investor” " as the term is defined in Rule 501(a) of Regulation D under the Securities Act. SELLER Each Seller understands and agrees that, notwithstanding any exemptions under the securities laws of the United States or otherwise that none of them shall sell, transfer or encumber any of the LATI Shares for a period of one year after the Closing hereunder and between the first year and second year anniversary of the Closing, and subject to the laws of the United States they may sell 10% of such shares; 20% after two years; 30% after three years and the balance after four years. All of the foregoing is subject to volume limitations on trading and the laws of the United States. Each Seller understands that all certificates for BUYER the LATI Shares shall bear a legend in substantially the following form: “"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACTACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD 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 ACTACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.”" "THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD OR ENCUMBERED FOR PERIODS OF UP TO FIVE YEARS AS SET FORTH IN AN AGREEMENT BETWEEN LEGAL ACCESS TECHNOLOGIES, INC. AND THE HOLDER OF THESE SECURITIES, DATED AS OF SEPTEMBER 25, 2003."

Security Matters. (a) The BUYER HBDB Shares are received by SELLER Seller for investment purposes for SELLER’s his own account, and not with the view to, or for resale in connection with, any distribution thereof. SELLER Seller understands that BUYER the HBDB Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of various states, by reason of a specified exemption from the registration provisions thereunder. SELLER . (b) Seller acknowledges that the BUYER HBDB Shares must be held indefinitely unless the BUYER Shares they are subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available. SELLER Seller 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 BUYER HBDB and compliance with applicable requirements regarding the holding period, period and the amount of securities to be sold, sold and the manner of sale. SELLER Notwithstanding the foregoing, Seller shall enter into a Lock-Up Agreement attached as Exhibit A with the Company whereby Seller agrees not to sell his/her/its HBDB for a period of time specified in the Lock-Up Agreement. (c) Seller is a sophisticated investor with knowledge and experience in business and financial matters and is able to bear the economic risk and lack of liquidity inherent in owning the BUYER HBDB Shares. SELLER . (d) Seller has received and carefully reviewed all HBDB's filings with Securities and Exchange Commission. (e) Seller 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 or the adequacy of the disclosure of the exhibits and schedules hereto. (f) Seller understands and acknowledges that no Governmental Authority neither the Internal Revenue Service nor any other tax authority has been asked to rule on nor has it ruled on the tax or other consequences of the transactions contemplated hereby. SELLER . (g) Seller represents and covenants that SELLER he is an “"Accredited Investor” " as the term is defined in Rule 501(a) of Regulation D under the Securities Act. SELLER . (h) Seller understands that all certificates for BUYER HBDB Shares shall bear a legend in substantially the following form: “"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACTACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD 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 ACTACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.”"

Security Matters. The BUYER (a) Seller receives the Buyer Shares are received by SELLER for investment purposes for SELLER’s his own account, and not with the view to, or for resale in connection with, any distribution thereof. SELLER Seller understands that BUYER the Buyer Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of various states, by reason of a specified exemption from the registration provisions thereunder. SELLER . (b) Seller acknowledges that the BUYER Buyer Shares must be held indefinitely unless the BUYER Shares they are subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available. SELLER Seller 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 BUYER Buyer and compliance with applicable requirements regarding the holding period, period and the amount of securities to be sold, sold and the manner of sale. SELLER Notwithstanding the foregoing, Seller shall enter into a Lock-Up Agreement attached as Exhibit B with the Company whereby Seller agrees not to sell his/her/its Shares for a period of time specified in the Lock-Up Agreement. (c) Seller is a sophisticated investor with knowledge and experience in business and financial matters and is able to bear the economic risk and lack of liquidity inherent in owning the BUYER Buyer Shares. SELLER . (d) Seller has received and carefully reviewed all Buyer's filings with Securities and Exchange Commission. (e) Seller 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 or the adequacy of the disclosure of the exhibits and schedules hereto. (f) Seller understands and acknowledges that no Governmental Authority neither the Internal Revenue Service nor any other tax authority has been asked to rule on nor has it ruled on the tax or other consequences of the transactions contemplated hereby. SELLER . (g) Seller represents and covenants that SELLER he is an “"Accredited Investor” " as the term is defined in Rule 501(a) of Regulation D under the Securities Act. SELLER . (h) Seller understands that all certificates for BUYER Buyer Shares shall bear a legend in substantially the following form: “"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACTACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD 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 ACTACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.”"

Security Matters. (a) The BUYER Globaltron Shares are received by SELLER each of the Sellers for investment purposes for SELLER’s its own account, and not with the view to, or for resale in connection with, any distribution thereof. SELLER Seller understands that BUYER the Globaltron Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of various states, by reason of a specified exemption from the registration provisions thereunder. SELLER . (b) Each of the Sellers acknowledges that the BUYER Globaltron Shares must be held indefinitely unless the BUYER Shares they are subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available. SELLER Each of the Sellers 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 BUYER Buyer and compliance with applicable requirements regarding the holding period, period and the amount of securities to be sold, sold and the manner of sale. SELLER . (c) Each Seller is a sophisticated investor with knowledge and experience in business and financial matters and is able to bear the economic risk and lack of liquidity inherent in owning the BUYER Globaltron Shares. SELLER . (d) Each Seller has received and carefully reviewed (i) Buyer's Registration Statement on Form S-1, (ii) all other information filed by Buyer pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended. (e) Each Seller 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 or the adequacy of the disclosure of the exhibits and schedules hereto and each Seller must forego the Globaltron Shares, if an, that such a review would provide. (f) Each Seller understands and acknowledges that no Governmental Authority neither the Internal Revenue Service nor any other tax authority has been asked to rule on nor has it ruled on the tax or other consequences of the transactions contemplated hereby. SELLER . (g) Each Seller represents and covenants that SELLER it is an “and "Accredited Investor” " as the term is defined in Rule 501(a) of Regulation D under the Securities Act. SELLER . (h) Each Seller understands that all certificates for BUYER the Globaltron Shares shall bear a legend in substantially the following form: “"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACTACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD 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 ACTACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.”"