Common use of Security Matters Clause in Contracts

Security Matters. The 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 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. BUYER acknowledges that the TARGET Shares must be held indefinitely unless the 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 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 to be sold and the manner of sale. 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 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 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 Rule 501(a) of Regulation D under the Securities Act. BUYER understands that all certificates 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.” Exchange of Shares Agreement re: E-motion Apparel Inc. Btwn: 12 ReTech & BlanchetteMarch 2018 Page 18

Security Matters. The TARGET BUYER Shares are received by BUYER are SELLER for investment purposes for BUYER’ s SELLER’s own account, and not with the view to, or for resale in connection with, any distribution thereof. BUYER SELLER understands that the TARGET 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. BUYER SELLER acknowledges that the TARGET BUYER Shares must be held indefinitely unless the TARGET BUYER Shares are subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available. BUYER 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 TARGET BUYER and compliance with applicable requirements regarding the holding period and period, the amount of securities to be sold sold, and the manner of sale. BUYER 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 TARGET BUYER 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 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. BUYER SELLER represents and covenants that BUYER SELLER is an “Accredited Investor” as defined in Rule 501(a) of Regulation D under the Securities Act. BUYER SELLER understands that all certificates for the TARGET 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.” Exchange of Shares Agreement re: E-motion Apparel Inc. Btwn: 12 ReTech & BlanchetteMarch 2018 Page 18”

Security Matters. The TARGET LATI Shares are received by BUYER are each of the Sellers for investment purposes for BUYER’ s its own account, and not with the view to, or for resale in connection with, any distribution thereof. BUYER Seller understands that the TARGET 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. BUYER Each of the Sellers acknowledges that the TARGET LATI Shares must be held indefinitely unless the TARGET Shares they are subsequently registered under the Securities Act and under applicable state securities laws or an exemption from such registration is available. BUYER 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 TARGET Buyer and compliance with applicable requirements regarding the holding period and the amount of securities to be sold and the manner of sale. BUYER 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 TARGET LATI Shares. BUYER Each Seller has received and carefully reviewed, if available and applicable: reviewed (ai) TARGET’s Buyer's most recent SEC filings, and (bii) all other information filed by TARGET 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 (c) information supplied otherwise schedules hereto and each Seller, as applicable, must forego the LATI Shares, if any, that otherwise supplies adequate material informationsuch a review would provide. BUYER 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. BUYER Each Seller represents and covenants that BUYER it is an “and "Accredited Investor” " as the term is defined in Rule 501(a) of Regulation D under the Securities Act. BUYER 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 the TARGET 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.” Exchange of Shares Agreement re: E-motion Apparel Inc. Btwn: 12 ReTech & BlanchetteMarch 2018 Page 18" "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."