Common use of Restrictions and Rights Clause in Contracts

Restrictions and Rights. The following provisions shall apply to the Vemics Shares, the Warrant, Additional Warrant and the Additional Shares (as defined below): (1) The Shares are not, and if and when issued neither (i) the Warrant and any securities issued upon exercise of the Warrant, (ii) the Additional Warrant and any securities upon exercise of the Additional Warrant, nor (iv) the Additional Shares will be, registered under the Securities Act of 1933, as amended ("Securities Act"), or under any state "blue sky" laws (collectively, "State Acts"). The Shares are, and if and when issued (i) the Warrant and any securities issued upon exercise of the Warrant, (ii) the Additional Warrant and any securities upon exercise of the Additional Warrant, and (iii) the Additional Shares will be, "restricted securities," as that term is defined in U.S. Securities and Exchange Commission ("SEC") Rule 144, and may not be sold, assigned, transferred or otherwise disposed of unless registered under the Securities Act and all applicable State Acts or unless exemptions from such registration requirements are available for such transaction. (2) The certificate or certificates evidencing the Vemics Shares (including any Escrowed Shares) to be delivered to EL Desktop, or, if and when issued, evidencing (i) the Warrant and any securities issued upon exercise of the Warrant, (ii) the Additional Warrant and any securities issued upon exercise of the Additional Warrant, and (iii) the Additional Shares, will bear a restrictive legend substantially in the following form as long as applicable: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT COVERING THESE SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY THAT REGISTRATION OF THESE SECURITIES IS NOT REQUIRED UNDER THE ACT OR UNDER APPLICABLE STATE SECURITIES LAWS." (3) (i) If, at any time after the first anniversary of the Closing Date, Vemics files a registration statement under the Securities Act for purposes of a public offering of securities of the Vemics for its own account, it shall notify EL Desktop in writing (the "Company Notice"). EL Desktop shall have the right (the "Piggyback Right"), subject to the limitations set forth in this Section, to include in any such registration statement all or any portion of the Vemics' Shares and Additional Shares then held by EL Desktop. In order to exercise the Piggyback Right, EL Desktop shall give written notice to Vemics (the "Piggyback Notice") no later than fifteen (15) days following the date on which the Vemics gives the Company Notice. The Piggyback Notice shall set forth the number of Vemics' Shares and Additional Shares that EL Desktop desires to include in the registration statement. All expenses of any such registration will be paid by the Vemics.

Restrictions and Rights. The following provisions shall apply to the Vemics Shares, the Warrant, Additional Warrant FFAC Shares and the Additional Shares Warrant (as defined below): (1) The Shares are not, and if and when issued neither (i) the Warrant and any securities issued upon exercise of the Warrant, (ii) the Additional Warrant and any securities upon exercise of the Additional Warrant, nor (iv) the Additional Shares will be, registered under the Securities Act of 1933, as amended ("Securities Act"), or under any state "blue sky" laws (collectively, "State Acts"). The Shares are, and if and when issued (i) the Warrant and any securities issued upon exercise of the Warrant, (ii) the Additional Warrant and any securities upon exercise of the Additional Warrant, and (iii) the Additional Shares will be, "restricted securities," as that term is defined in U.S. Securities and Exchange Commission ("SEC") Rule 144, and may not be sold, assigned, transferred or otherwise disposed of unless registered under the Securities Act and all applicable State Acts or unless exemptions from such registration requirements are available for such transaction. (2) The certificate or certificates evidencing the Vemics FFAC Shares (including any Escrowed Shares) to be delivered to EL DesktopUtilicraft Aerospace, or, if and when issued, evidencing (i) the Warrant and any securities issued upon exercise of the Warrant, (ii) the Additional Warrant and any securities issued upon exercise of the Additional Warrant, and (iii) the Additional Shares, will bear a restrictive legend substantially in the following form as long as applicable: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT COVERING THESE SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY THAT REGISTRATION OF THESE SECURITIES IS NOT REQUIRED UNDER THE ACT OR UNDER APPLICABLE STATE SECURITIES LAWS." (3) (i) If, at any time after the first anniversary of the Closing Date, Vemics FFAC files a registration statement under the Securities Act for purposes of a public offering of securities of the Vemics FFAC for its own account, it shall notify EL Desktop UITA in writing (the "Company Notice"). EL Desktop UITA shall have the right (the "Piggyback Right"), subject to the limitations set forth in this Section, to include in any such registration statement all or any portion a maximum of the Vemics' Shares and Additional Shares then held by EL Desktop. In order to exercise the Piggyback Right, EL Desktop shall give written notice to Vemics ten percent (the "Piggyback Notice"10%) no later than fifteen (15) days following the date on which the Vemics gives the Company Notice. The Piggyback Notice shall set forth the number of Vemics' Shares and Additional Shares that EL Desktop desires to include in the registration statement. All expenses of any such registration will be paid by the Vemics.its

Restrictions and Rights. The following provisions shall apply to (a) During the Vemics SharesRestriction Period, the WarrantRestricted Stock is subject to forfeiture in the event that the Participant attempts to sell, Additional Warrant and transfer, assign or pledge the Additional Shares Restricted Stock (the “Restrictions”) or the Participant violates one of the covenants contained in Section 6 of this Agreement. Except as provided under Section 5 of this Agreement, the Restrictions on the Restricted Stock shall automatically lapse: (i) upon expiration of the Restriction Period; (ii) in the event of the Participant’s retirement at or after age 65, “Disability” (as defined below): in the Amended and Restated Executive Agreement between the Company and the Participant dated March 16, 2016 (1the “Executive Agreement”)) The Shares are notor death, and if and when issued neither (i) or upon a Change in Control; provided, however, that in the Warrant and any securities issued upon exercise event the Participant requests early retirement or otherwise leaves the employ of the WarrantCorporation, (ii) the Additional Warrant Committee may, upon the Participant’s request and any securities upon exercise in the Committee’s sole discretion, waive or revise this provision to permit the lapse of Restrictions on all or a portion of the Additional Warrant, nor (iv) Restricted Stock awarded hereunder on or prior to such early retirement or other departure from the Additional Shares will be, registered under the Securities Act of 1933, as amended ("Securities Act"), or under any state "blue sky" laws (collectively, "State Acts"). The Shares are, and if and when issued (i) the Warrant and any securities issued upon exercise employ of the Warrant, (ii) the Additional Warrant and any securities upon exercise of the Additional Warrant, and Corporation; (iii) in accordance with the Additional Shares will beterms of the Executive Agreement, "restricted securitiesin the event of the Participant’s termination of employment by the Company without “Cause," ” or if the Company fails to renew the Participant’s employment at the end of the “Original Term” or any “Renewal Term” for reasons that do not constitute “Cause” (as that term is such terms are defined in U.S. Securities and Exchange Commission ("SEC") Rule 144, and may not be sold, assigned, transferred or otherwise disposed of unless registered under the Securities Act and all applicable State Acts or unless exemptions from such registration requirements are available for such transaction. (2) The certificate or certificates evidencing the Vemics Shares (including any Escrowed Shares) to be delivered to EL Desktop, or, if and when issued, evidencing (i) the Warrant and any securities issued upon exercise of the Warrant, (ii) the Additional Warrant and any securities issued upon exercise of the Additional Warrant, and (iii) the Additional Shares, will bear a restrictive legend substantially in the following form as long as applicable: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT COVERING THESE SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY THAT REGISTRATION OF THESE SECURITIES IS NOT REQUIRED UNDER THE ACT OR UNDER APPLICABLE STATE SECURITIES LAWS." (3) (i) If, at any time after the first anniversary of the Closing Date, Vemics files a registration statement under the Securities Act for purposes of a public offering of securities of the Vemics for its own account, it shall notify EL Desktop in writing (the "Company Notice"). EL Desktop shall have the right (the "Piggyback Right"Executive Agreement), subject to the limitations set forth in this Section, to include in any such registration statement all or any portion conditions of the Vemics' Shares and Additional Shares then held by EL Desktop. In order to exercise Executive Agreement (including any required release of claims); or (iv) as may be otherwise provided under the Piggyback Rightterms of the Plan. (b) During the Restriction Period, EL Desktop shall give written notice to Vemics (the "Piggyback Notice") no later than fifteen (15) days following the date on which the Vemics gives the Company Notice. The Piggyback Notice shall set forth the number of Vemics' Shares and Additional Shares that EL Desktop desires to include in the registration statement. All expenses of any such registration Participant will be paid by entitled to all other rights of a shareholder of the VemicsCorporation with respect to the Restricted Stock, including the right to vote the Restricted Stock and receive dividends and other distributions thereon.

Restrictions and Rights. The following provisions shall apply to the Vemics Shares, the Warrant, Additional Warrant and the Additional Shares (as defined below): (1) The Shares are not, and if and when issued neither (i) the Warrant and any securities issued upon exercise of the Warrant, (ii) the Additional Warrant and any securities upon exercise of the Additional Warrant, nor (iv) the Additional Shares will be, registered under the Securities Act of 1933, as amended ("Securities Act"), or under any state "blue sky" laws (collectively, "State Acts"). The Shares are, and if and when issued (i) the Warrant and any securities issued upon exercise of the Warrant, (ii) the Additional Warrant and any securities upon exercise of the Additional Warrant, and (iii) the Additional Shares will be, "restricted securities," as that term is defined in U.S. Securities and Exchange Commission ("SEC") Rule 144, and may not be sold, assigned, transferred or otherwise disposed of unless registered under the Securities Act and all applicable State Acts or unless exemptions from such registration requirements are available for such transaction. (2) The certificate or certificates evidencing the Vemics Shares (including any Escrowed Shares) to be delivered to EL Desktop, or, if and when issued, evidencing (i) the Warrant and any securities issued upon exercise of the Warrant, (ii) the Additional Warrant and any securities issued upon exercise of the Additional Warrant, and (iii) the Additional Shares, will bear a restrictive legend substantially in the following form as long as applicable: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT COVERING THESE SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY THAT REGISTRATION OF THESE SECURITIES IS NOT REQUIRED UNDER THE ACT OR UNDER APPLICABLE STATE SECURITIES LAWS." (3) (i1) If, at any time after the first anniversary of the Closing Date, Vemics files a registration statement under the Securities Act for purposes of a public offering of securities of the Vemics for its own account, it shall notify EL Desktop in writing (the "Company Notice"). EL Desktop shall have the right (the "Piggyback Right"), subject to the limitations set forth in this Section, to include in any such registration statement all or any portion of the Vemics' Shares and Additional Shares then held by EL Desktop. In order to exercise the Piggyback Right, EL Desktop shall give written notice to Vemics (the "Piggyback Notice") no later than fifteen (15) days following the date on which the Vemics gives the Company Notice. The Piggyback Notice shall set forth the number of Vemics' Shares and Additional Shares that EL Desktop desires to include in the registration statement. All expenses of any such registration will be paid by the Vemics.