Common use of Restrictions on Transfer Clause in Contracts

Restrictions on Transfer. Developer represents and agrees for itself and its successors and assigns (except as so authorized by the provisions of this Agreement) that it shall not, prior to the completion of the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement.

Restrictions on Transfer. Developer represents (a) The Award and agrees for itself and its successors and assigns (except as so authorized by the provisions of this Agreement) that it shall not, prior LTIP Units are subject to the completion restrictions on transfer of Membership Units (including, without limitation, LTIP Units) set forth in Article 11 of the Project transfer Developer’s interest in Partnership Agreement. Any permitted transferee of the Property Award or any portion thereof and/or LTIP Units shall take such Award or LTIP Units subject to the terms of the Plan, this Agreement, or suffer and the Partnership Agreement. Any such permitted transferee must, upon the request of the Partnership, agree to be made or createdbound by the Plan, any total or partial assignmentthe Partnership Agreement, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, and shall execute the same on request, and must agree to such other waivers, limitations, and restrictions as determined, in the sole discretion Partnership or the Corporation may reasonably require. Any Transfer of the CRA. If proposed successor developer Award or LTIP Units which is an entitynot made in compliance with the Plan, proof of existence the Partnership Agreement and good standing from the state of origination as well as Florida this Agreement shall be requirednull and void and of no effect. (b) Any proposed successor Developer, by instrument in writing satisfactory to Without the CRA, consent of the Administrator (which it may give or withhold in its sole discretion), and in recordable form, shall, for itself and its successors and assigns expressly assume all the Participant shall not Transfer any unvested LTIP Units or any portion of the obligations Award attributable to such unvested LTIP Units (or any securities into which such unvested LTIP Units are converted or exchanged), other than by will or pursuant to the laws of descent and distribution (the “Transfer Restrictions”); provided, however, that the Transfer Restrictions shall not apply to any Transfer of unvested LTIP Units or of the successor Developer under this Agreement with respect Award to the interest assigned and shall agree to abide by and be subject to all of Partnership or the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment AgreementCorporation. (c) There shall be submitted As to any vested LTIP Units, the Participant agrees that the Participant will not Transfer such LTIP Units (or any Common Units or shares of Common Stock in respect of which such LTIP Units have been exchanged) prior to the CRA date that is one (1) year after the date such LTIP Units became vested in accordance with the terms of the Award (for review all instruments and other legal documents reasonably necessary example, if 100 Common Units or shares of Common Stock were acquired in respect of 100 LTIP Units that became vested on a particular date, such one-year period would commence as of such vesting date as to review compliance with those 100 Common Units or shares); provided, however, that the restrictions set forth in this Section 13. A copy 5(c) shall (i) not apply to any Units or shares sold by the Participant to satisfy any tax liability arising in connection with the exchange or disposition of the instruments LTIP Units, (ii) not apply to any transfer made without consideration (or for only nominal consideration) to a “family member” (as such term is defined in the SEC General Instructions to a Registration Statement on Form S-8) of the Participant solely for purposes of estate or tax planning, and other legal documents, including the Assignment Agreement, shall be provided the CRA for review transfer restrictions on such Units or shares continue in effect after any such transfer, and approval at least thirty (30iii) days prior to being executed lapse upon the Participant’s death or Total Disability or as otherwise provided by Developer and the proposed successor to DeveloperCorporation. The CRA agrees Corporation may provide for any Units or shares of Common Stock acquired with respect to diligently proceed with the Award and complete its review and approval as soon as possible, but issued in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay book-entry form to include notations regarding the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement restrictions on transfer imposed under this AgreementSection 5(c) (or, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid as to any such Common Units or shares issued in advance with a reconciliation certificate form, provide for such certificates to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreementbear appropriate legends regarding such transfer restrictions).

Restrictions on Transfer. Developer represents This Debenture, and any Common Shares deliverable upon the conversion hereof, have not been registered under the Securities Act. The Holder by accepting this Debenture agrees that this Debenture and the shares of Common Stock to be acquired as interest on and upon conversion of this Debenture may not be assigned or otherwise transferred unless and until (i) the Company has received the opinion of counsel for itself and its successors and assigns (except as so authorized the Holder that this Debenture or such shares may be sold pursuant to an exemption from registration under the Securities Act, provided that the Company will not require opinions of counsel for transactions involving transfers to Affiliates of the Holder or pursuant to Rule 144 promulgated by the provisions SEC under the Securities Act, except in unusual circumstances, or (ii) a registration statement relating to this Debenture or such shares has been filed by the Company and declared effective by the SEC. Each certificate for shares of Common Stock deliverable hereunder shall bear a legend as follows unless and until such securities have been sold pursuant to an effective registration statement under the Securities Act: “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The securities may not be offered for sale, sold or otherwise transferred except (i) pursuant to an effective registration statement under the Securities Act or (ii) pursuant to an exemption from registration under the Securities Act in respect of which the issuer of this Agreement) that it shall not, prior to the completion certificate has received an opinion of the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing counsel reasonably satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all issuer of this certificate to such effect. Copies of the obligations agreement covering both the purchase of the successor Developer under securities and restrictions on their transfer may be obtained at no cost by written request made by the holder of record of this Agreement with respect certificate to the interest assigned and shall agree to abide by and be subject to all Secretary of the terms, conditions, obligations, reservations and restrictions to which issuer of this certificate at the transferor Developer is subject. As part principal executive offices of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreementissuer of this certificate.”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement.

Restrictions on Transfer. Developer represents and agrees for itself and its successors and assigns (except as so authorized a) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Registration Rights Agreement) that it shall not, prior be stamped or otherwise imprinted with a legend substantially similar to the completion following (in addition to any legend required under applicable state securities laws): THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING Registration Rights Agreement re Crispr Therapeutics AG 15 A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Project Restricted Securities in order to implement the restrictions on transfer Developer’s interest established in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be requiredSection 2.8. (b) Any proposed successor DeveloperEach Holder, by instrument acceptance of ownership of Restricted Securities, agrees to comply in writing all respects with the provisions of this Section 2.8. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Holder thereof shall give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Holder’s expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the CRACompany, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all a recommendation by the staff of the obligations SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the successor Developer Restricted Securities may be effected without registration under this Agreement the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with respect the terms of the notice given by the Holder to the interest assigned and shall agree Company, subject to abide by and any other restrictions or obligations arising pursuant to Section 2.12 of this Registration Rights Agreement. The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with Rule 144; or (y) in any transaction in which such Holder distributes Restricted Securities to a Permitted Transferee for no consideration; provided that each transferee agrees in writing to be subject to all the terms of this Section 2.8. Each certificate, instrument, or book entry representing the Restricted Securities transferred as above provided shall be notated with, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth above, except that such certificate instrument, or book entry shall not be notated with such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not required in order to establish compliance with any provisions of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment AgreementSecurities Act. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement.

Restrictions on Transfer. Developer represents (a) The Purchaser understands and agrees for itself that the Securities are subject to the transfer restrictions specified herein and its successors in the Warrants, and assigns that the Securities have not been registered under the Securities Act or the securities laws of any state or other jurisdiction; accordingly, the Securities (except as so authorized by including the Warrant Shares) must be held indefinitely unless they are subsequently registered or unless, in the opinion of counsel reasonably acceptable to the Company, a sale or transfer may be made in compliance with the provisions of this Agreement) that it shall not, prior to Subscription Agreement and the completion of the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to requireWarrants, as conditions to granting the case may be, and without registration under United States securities laws and the applicable securities laws of any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be requiredor other jurisdiction. (b) Any proposed successor Developer, by instrument in writing satisfactory to The Purchaser further agrees that legends may be placed on the CRA, in its sole discretionSecurities restricting the transfer thereof, and that appropriate notations may be made in recordable form, shall, for itself the Company’s stock books and its successors and assigns expressly assume all stop transfer instructions placed with the transfer agent of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the termsCommon Stock, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) each in a form and substance satisfactory to manner generally consistent with the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreementforegoing. (c) There shall be submitted The Purchaser is aware of the provisions of Rule 144 which, in substance, permit limited public resale of “restricted securities” acquired by non-affiliates of the issuer thereof, directly or indirectly, from the issuer (or from an affiliate of such issuer), in a non-public offering subject to the CRA for review all instruments and satisfaction of certain conditions, if applicable, including, among other legal documents reasonably necessary to review compliance with this Section 13. A copy things, the availability of certain public information about the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer Company and the proposed successor resale occurring not less than six (6) months after the party has purchased and paid for the securities to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documentsbe sold. (d) Developer shall pay The Purchaser further understands that at the CRA time the actual costs Purchaser wishes to sell Securities (including any Warrant Shares issued or issuable upon exercise of the Warrants) there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not have filed all reports and other materials required under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, other than Form 8-K reports, during the preceding 12 months, and that, in such event, because the Company is a former “shell company” as contemplated under paragraph (i) of Rule 144, Rule 144 will not be available to the Purchaser. (e) The Purchaser further understands that, because the Company is a former “shell company” as contemplated under paragraph (i) of Rule 144, regardless of the amount of time and materials incurred by that the CRA in conjunction Purchaser holds the Securities, sales of the Securities may only be made under Rule 144 upon the satisfaction of certain conditions, including that the Company has filed with the CRA review SEC, during the 12 months preceding the sale, all quarterly and prior written approval annual reports required under the Securities Exchange Act of 1934, as amended; and that, accordingly, any restrictive legends placed on the Securities cannot be removed except in connection with an actual sale that is subject to an effective registration statement under, or an applicable exemption from the registration requirements of, the Securities Act, and “blanket” removals of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall such restrictive legends will not exceed Twenty Five Thousand and 00/100 Dollars be possible. ($25,000.00f) which amount shall be paid The Purchaser further understands that in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment the event all of the Twenty Five Thousand requirements of Rule 144 are not satisfied, registration under the Securities Act, compliance with Regulation A promulgated under the Securities Act, or some other registration exemption will be required; and 00/100 Dollars ($25,000.00) by that, notwithstanding the Developer shall be fact that Rule 144 is not exclusive, the staff of the SEC has expressed its opinion that persons proposing to sell private placement securities other than in a prerequisite registered offering and otherwise than pursuant to the CRA obligation to review any proposed Transfer Assignment AgreementRule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk.

Restrictions on Transfer. Developer represents (a) The Registrable Securities shall not be sold, pledged, or otherwise transferred, and agrees for itself and its successors and assigns (the Company shall not recognize any such sale, pledge, or transfer, except as so authorized by upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act. The Holder will cause any proposed purchaser, pledge, or transferee of the Registrable Securities held by the Holder to agree to take and hold such securities subject to the restrictions on transfer specified in this Agreement) that it shall not, prior to the completion of the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any Before any proposed successor Developersale, pledge, or transfer of the Registrable Securities, unless there is then in effect a Registration Statement including such securities, the Holder shall give notice to the Company of such Holder’s intention to effect such sale, pledge or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, pledge or transfer in sufficient detail and, if reasonably requested by instrument in writing the Company, shall be accompanied at such Holder’s expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the CRACompany, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the Commission to the effect that the proposed sale, pledge or transfer of such Registrable Securities without registration will not result in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all a recommendation by the staff of the obligations Commission that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge or transfer of the successor Developer Registrable Securities may be effected without registration under this Agreement the Securities Act, whereupon the Holder shall be entitled to sell, pledge or transfer such Registrable Securities in accordance with respect the terms of the notice given by the Holder to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment AgreementCompany. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement.

Restrictions on Transfer. Developer represents and agrees for itself and its successors and assigns (except as so authorized by the provisions of this Agreementa) that it shall not, prior Prior to the completion earlier to occur of the Project transfer Developer’s interest in fifth (5th) anniversary of the Property or date hereof and, if the Company consummates an IPO, the expiration of any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or lockup period with respect to this Agreement the Preference Shares in connection therewith, no Shareholder shall Transfer all or any part of the Preference Shares owned by it without first obtaining the prior written approval consent of the CRABoard, which approval the CRA consent may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, given or withheld in the sole discretion of the CRABoard, to any other Person. If proposed successor developer The Shareholders hereby acknowledge that, although it is in the sole discretion of the Board to give or withhold any such consent, the Company’s intent is that, before the third (3rd) anniversary of the date hereof, the Board will not approve any Transfer that is not an entity, proof of existence and good standing from the state of origination as well as Florida shall be requiredAffiliate Transfer. (b) Any proposed successor Developer, by instrument in writing satisfactory Prior to the CRA, in its sole discretion, consummation of an IPO and in recordable form, shall, for itself and its successors and assigns expressly assume all the expiration of the obligations of the successor Developer under this Agreement any lockup period with respect to the interest assigned and Preference Shares in connection therewith, no Transfer of Preference Shares shall agree be permitted unless (i) the Board determines in its sole discretion that such Transfer: (A) would not violate the Securities Act or any state securities or “blue sky” laws applicable to abide the Company or the Preference Shares to be transferred; (B) has been approved, if necessary, by and be the Bermuda Monetary Authority; (C) would not result in the Preference Shares being held by 2,000 or more persons who are Accredited Investors or otherwise cause the Company to become subject to all the reporting requirements under Section 12 of the termsExchange Act; (D) would not cause the Company to become subject to registration as an investment company under the Investment Company Act; and (E) would not have any other material adverse legal, conditionstax or regulatory effect on the Company; and (ii) the Shareholder that proposes to Transfer Preference Shares delivers, obligationsat the Board’s request, reservations and restrictions to which the transferor Developer is subject. As part an opinion of the Transfercounsel which, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer Board’s reasonable satisfaction, is knowledgeable in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior securities law matters to the date effect that such Transfer may be effected without registration of such Preference Shares under the Assignment AgreementSecurities Act. (c) There [Reserved.] (d) The Board may condition any Transfer upon receipt of such information, representations, warranties, covenants and indemnities from the transferor and transferee as the Board may determine in its sole discretion. (e) If the Board in good faith concludes that any applicable conditions in Section 3.01(b) have been satisfied, then it shall not withhold its consent to (i) any Affiliate Transfer, or (ii) any other Transfer occurring after the fifth anniversary of the date hereof, if such Transfer involves at least 40,000 Preference Shares (or, if less, the transferor’s entire holding of Preference Shares). (f) In the event of any purported or attempted Transfer that does not comply with the provisions of this Agreement, the attempted Transfer shall be submitted null and void ab initio and will confer no rights whatsoever on the purported transferee as against the Company or any other shareholder of the Company, including the Shareholders, and the Company shall not record such Transfer on its books or treat any purported transferee of such Preference Shares as the owner of such Preference Shares for any purpose. (g) Notwithstanding anything contained herein to the CRA for review all instruments contrary, following an IPO of the Company, in addition to any lockup period required by the underwriters, the Board may impose Transfer restrictions on Preference Shares to ensure that no such Transfer would (i) cause the Company to become subject to registration as an investment company under the Investment Company Act or (ii) have any other material adverse legal, tax or regulatory effect on the Company. (h) Notwithstanding anything contained herein to the contrary, prior to the consummation of an IPO, any transferee of Preference Shares who is not a Shareholder (other than the Company) and other legal documents reasonably necessary has acquired such Preference Shares from a Shareholder shall upon the consummation of, and as a condition to, such Transfer execute and deliver to review the Company a transfer agreement and an instrument substantially in the form attached hereto as Exhibit A (or a counterpart to this Agreement) pursuant to which such transferee agrees to be bound by the terms of this Agreement as a Shareholder, with such rights of the transferor that are assigned by the transferor in compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents3.01. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement.

Restrictions on Transfer. Developer represents (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and agrees until the transferee thereof has agreed in writing for itself the benefit of the Company to take and its successors hold such Restricted Securities subject to, and assigns to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and: (except as so authorized i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and the disposition is made in accordance with the registration statement; or (ii) The Holder shall have given prior written notice to the Company of the Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and the Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. (b) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) that it shall not, prior be stamped or otherwise imprinted with a legend substantially similar to the completion following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN A VOTING AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Project Restricted Securities in order to implement the restrictions on transfer Developer’s interest established in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment AgreementSection 2.8. (c) There The first legend referring to federal and state securities laws identified in Section 2.8(b) stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to the Restricted Securities shall be submitted removed and the Company shall issue a certificate without such legend to the CRA for review all instruments and other legal documents holder of Restricted Securities if (i) those securities are registered under the Securities Act, or (ii) the holder provides the Company with an opinion of counsel reasonably necessary acceptable to review compliance with this Section 13. A copy the Company to the effect that a sale or transfer of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to those securities may be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreementwithout registration or qualification.

Restrictions on Transfer. Developer represents and agrees for itself and its successors and assigns (except as so authorized by a) Notwithstanding the other provisions of this Agreement) that it Article III, no transfer of any Units shall not, prior to the completion of the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any if such prior approval, thatpurported transfer would: (ai) Any proposed successor Developer shall have violate applicable law, including the business experience then-applicable U.S. federal or state securities laws or rules and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion regulations of the CRA. If proposed successor developer is SEC, any state securities commission or any other Governmental Entity with jurisdiction over such transfer; (ii) terminate the existence or qualification of the Company under the laws of any jurisdiction; (iii) cause the Company to be treated as an entity, proof association taxable as a corporation or otherwise to be taxed as an entity for U.S. federal income tax purposes (to the extent not already so treated or taxed); or (iv) require the Company to be subject to the registration requirements of existence and good standing from the state of origination as well as Florida shall be requiredInvestment Company Act. (b) Any proposed successor DeveloperNotwithstanding the other provisions of this Article III, no Member shall, without the prior written consent of the Company (which consent may be withheld in the Company’s sole discretion), directly or indirectly transfer, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise dispose of any Units, or any options or warrants to purchase any Units, or any securities convertible into, exchangeable for or that represent the right to receive Units, during the period commencing on the Offering Date and continuing for 120 days thereafter; provided, however, that the restrictions set forth in this Section 3.6(b) shall not apply to (i) any Member that has executed and delivered a lock-up agreement to the managing underwriter or underwriters designated by instrument the Company in writing a form satisfactory to the CRACompany and such managing underwriter or underwriters or (ii) Units acquired by a Member in the IPO or on the open market on or after the Offering Date. (c) The Board of Directors may impose additional restrictions on the transfer of Units if it receives advice of counsel acceptable to the Board of Directors (who may be regular counsel to the Company or its Affiliates) that such restrictions are necessary or advisable to avoid a significant risk of (i) the Company becoming taxable as a corporation or otherwise becoming taxable as an entity for U.S. federal income tax purposes or (ii) the Company being subject to the registration requirements of the Investment Company Act. The Board of Directors may impose such restrictions by amending this Agreement without the approval of the Members. (d) To the fullest extent permitted by Law, any transfer in violation of this Section 3.6 shall be null and void. In the event that any Person would otherwise become the Record Holder of a Unit through a purported transfer in violation of this Section 3.6, the Company may, in its sole discretion, and require that the purported transferor take any steps deemed appropriate by the Company or the Transfer Agent to unwind, cancel or reverse such purported transaction. With respect to the purported transferee, such Person shall have no rights or economic interest in recordable formsuch Units or otherwise, shallincluding any consent rights, for itself and its successors and assigns expressly assume all any rights to receive notice of, or attend, a meeting of the obligations of the successor Developer under this Agreement Members and any rights to receive distributions with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subjectUnit. As part of the TransferIn addition, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) Company may, in its sole discretion, redeem the Unit in the manner provided in Section 3.13 or cause the transfer of such Unit to a third party in a form and substance satisfactory transfer permitted by this Agreement and, if such Unit is sold or redeemed, the Company shall distribute the proceeds of such sale (net of any costs or expenses incurred by the Company) to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreementpurported transferor. (ce) There shall be submitted Without prejudice to any remedies available to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval Company as soon as possible, but in no event sooner than fifteen (15) days after receipt a result of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA transactions nothing contained in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs than the restrictions on transfer set forth in Section 3.6(b), shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval preclude the settlement of any Assignment Agreement. The payment transactions involving Units entered into through the facilities of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment AgreementSecurities Exchange on which such Units are listed for trading.

Restrictions on Transfer. Developer represents The Holder, by the Holder's acceptance hereof, represents, warrants, covenants, and agrees for itself that: (a) the Holder is an “accredited investor” as such term is defined in Rule 501(a) promulgated pursuant to the Securities Act; (b) the Holder has knowledge of the business and its successors affairs of Company; (c) this Warrant and assigns (except as so authorized by the provisions Warrant Shares issuable upon the exercise of this Agreement) that it shall not, prior Warrant are being acquired for investment and not with a view to the completion distribution hereof; and (c) absent an effective registration statement under the Securities Act of 1933, as amended ("1933 Act"), covering the Project transfer Developer’s interest in disposition of this Warrant or the Property Warrant Shares issued or any portion thereof issuable upon exercise of this Warrant, this Warrant and/or the Warrant Shares issued or issuable upon exercise of this AgreementWarrant will not be sold, transferred, assigned, hypothecated, or suffer otherwise disposed of without first providing the Company, if the Company so requests, with an opinion of counsel, reasonably satisfactory to be made or createdthe Company, any total or partial assignment, to the effect that such sale, transfer, assignment, hypothecation, or encumbrance other disposal will be exempt from the registration and prospectus delivery requirements of the 1933 Act. The Holder consents to the Company making a notation in its records or giving to any transfer agent of the Warrant or the Warrant Shares an order to implement such restriction on transferability. Subject to the foregoing, this Warrant is transferable and may be assigned or hypothecated from and after the date hereof. Upon surrender of this Agreement (excluding Warrant to the Company at its principal executive offices in California with the Subscription Form annexed hereto duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a collateral assignment of this Agreement new Warrant in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval name of the CRA, which approval the CRA may withhold assignee(s) named in its sole and absolute discretion. The CRA, in its determination such instrument of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretionassignment, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and Warrant shall agree to abide by and promptly be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreementcanceled. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement.

Restrictions on Transfer. Developer represents (a) Each Holder agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and agrees for itself until: (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and its successors and assigns such disposition is made in accordance with such registration statement; or (except as so authorized A) The transferee has agreed in writing to be bound by the provisions terms of this Agreement, (B) that it such Holder shall nothave notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, prior and (C) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the completion Company, that such disposition will not require registration of such shares under the Project transfer Developer’s interest Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144, except in unusual circumstances. After its Initial Offering, the Property or Company will not require any portion thereof and/or this Agreement, or suffer transferee pursuant to Rule 144 to be made or created, any total or partial assignment, sale, transfer, or encumbrance bound by the terms of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for if the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any shares so transferred do not remain Registrable Securities hereunder following such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be requiredtransfer. (b) Any proposed successor DeveloperNotwithstanding the provisions of subsection (a) above, no such restriction shall apply to a transfer by instrument a Holder that is (A) is a general partner, limited partner, retired partner, member or retired member, or stockholder of a Holder that is a corporation, partnership or limited liability company, or (B) an Affiliate; provided that in each case the transferee will agree in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all the terms of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory this Agreement to the CRA and its legal counsel which shall contain same extent as if he were an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreementoriginal Holder hereunder. (c) There Each certificate, if any such certificates are issued, representing Shares or Registrable Securities shall be submitted stamped or otherwise imprinted with legends substantially similar to the CRA for review all instruments and other legal documents reasonably necessary following (in addition to review compliance with this Section 13. A copy of the instruments and other legal documentsany legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT’) AND MAY NOT BE OFFERED, including the Assignment AgreementSOLD OR OTHERWISE TRANSFERRED, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possibleASSIGNED, but in no event sooner than fifteen (15) days after receipt of such instruments and documentsPLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (d) Developer The Company shall pay be obligated to reissue promptly unlegended certificates at the CRA request of any Holder thereof if the actual costs Company has completed its Initial Offering and the Holder shall have obtained an opinion of time counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification and materials incurred legend. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the CRA in conjunction with the CRA review and prior written approval Company of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment an order of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreementappropriate blue sky authority authorizing such removal.

Restrictions on Transfer. Developer represents (a) The holder of each certificate representing Registrable Securities by acceptance and/or retention thereof, agrees to comply in all respects with the provisions of this Section 2.6. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.6 and Section 2.7. (b) Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Holder shall have given prior written notice to the Company of the Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and the Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the Staff that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. The Company will not require such a legal opinion or “no action” letter in any transaction in which such Holder distributes Restricted Securities to an Affiliate for no consideration or pursuant to the terms set forth in Section 2.7; provided, that each transferee agrees in writing to be subject to the terms of this Agreement. Each certificate or instrument evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 2.6(c), except that such certificate shall not bear such restrictive legend if, in the opinion of counsel for itself such Holder and its successors and assigns the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act. (except as so authorized c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) that it shall not, prior be stamped or otherwise imprinted with a legend substantially similar to the completion of the Project transfer Developer’s interest following (in the Property addition to any legend required under applicable state securities laws or any portion thereof and/or this Agreementother contractual arrangement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, or suffer to be made or createdAS AMENDED (THE “ACT”), any total or partial assignmentOR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, saleSOLD OR OTHERWISE TRANSFERRED, transferPLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafterSALE OR TRANSFER, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documentsPLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. (d) Developer The legend set forth in Section 2.6(c) stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to the Restricted Securities shall pay be removed and the CRA Company shall issue a certificate without such legend to the actual costs holder of time and materials incurred Restricted Securities if (i) those securities are sold pursuant to the Resale Shelf Registration Statement declared effective by the CRA in conjunction Commission, or (ii) the holder provides the Company with an opinion of counsel reasonably acceptable to the CRA review and prior written approval Company to the effect that a sale or transfer of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to those securities may be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreementwithout registration or qualification.

Restrictions on Transfer. Developer represents (a) Buyer (i) acknowledges that the Securities are not registered under the 1933 Act and agrees that the Securities must be held indefinitely by it unless they are subsequently registered under the 1933 Act or an exemption from registration is available, (ii) is aware that any routine sales of ths and in accordance with the terms and conditions of that Rule and that in such cases where the Rule is not applicable, compliance with some other registration exemption will be required, (iii) is aware that Rule 144 is not presently available for itself use by Buyer for resale of any such Securities and its successors and assigns that there can be no assurance that Rule 144 will be available at any time in the future, (iv) is aware that, except as so authorized provided in Section 5 hereof, Seller is not obligated to register under the 1933 Act any sale, transfer or other disposition of the Securities, (v) is aware that Seller shall not be required to register the transfer of the Securities on the books of Seller unless Seller shall have been provided with an opinion of counsel satisfactory to it prior to such transfer to the effect that registration under the 1933 Act or any applicable state securities law is not required in connection with the transaction resulting in such transfer, and (vi) is aware that the Securities, and each certificate representing the Securities and any shares of Common Stock or other securities issued in respect of such Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by paragraph (b) of this Section 3.4) be stamped or otherwise imprinted with the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS." (b) The restrictions on the transferability of the Securities shall cease and terminate when such Securities shall have been registered under the 1933 Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement covering such Securities, or when such Securities are transferable in accordance with the provisions of this AgreementRule 144(k) that it promulgated under the 1933 Act. Whenever the restrictions on transfer shall not, prior to the completion of the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known terminate as “Transfer”) in any other mode or form or hereinabove provided with respect to this Agreement without first obtaining the prior written approval any of the CRASecurities, the holder of any such Securities bearing the legend set forth in paragraph (a) of this Section 3.4 as to which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, such conditions shall have terminated shall be entitled to requirereceive from Seller, without expense (except for the payment of any applicable transfer tax) and as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon expeditiously as possible, but in no event sooner than fifteen (15) days after receipt of new stock certificates not bearing such instruments and documentslegend. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement.

Restrictions on Transfer. Developer represents (a) Investor, by acceptance of the Registrable Securities, agrees to comply in all respects with the provisions of this Section 2.6. Investor agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and agrees until the transferee thereof has agreed in writing for itself the benefit of the Company to take and its successors hold such Restricted Securities subject to, and assigns to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.6, and: (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and the disposition is made in accordance with the registration statement; or (ii) Investor shall have given prior written notice to the Company of Investor’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and such disposition will not require registration of such Restricted Securities under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except as so authorized in unusual circumstances. (b) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) that it shall not, prior be stamped or otherwise imprinted with a legend substantially similar to the completion following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Project Restricted Securities in order to implement the restrictions on transfer Developer’s interest established in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment AgreementSection 2.6. (c) There The legend referring to federal and state securities laws identified in Section 2.6(b) hereof stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to such Restricted Securities shall be submitted removed and the Company shall issue a certificate without such legend to the CRA for review all instruments and other legal documents holder of such Restricted Securities if (i) such securities are registered under the Securities Act, or (ii) such holder provides the Company with an opinion of counsel reasonably necessary acceptable to review compliance with this Section 13. A copy the Company to the effect that a sale or transfer of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to securities may be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreementwithout registration or qualification.

Restrictions on Transfer. Developer represents The Holder, by the Holder’s acceptance hereof, represents, warrants, covenants, and agrees for itself that: (a) the Holder is an “accredited investor” as such term is defined in Rule 501(a) promulgated pursuant to the Securities Act; (b) the Holder has knowledge of the business and its successors affairs of Company; (c) this Warrant and assigns (except as so authorized by the provisions Warrant Shares issuable upon the exercise of this Agreement) that it shall not, prior Warrant are being acquired for investment and not with a view to the completion distribution hereof; and (c) absent an effective registration statement under the Securities Act of 1933, as amended (“1933 Act”), covering the Project transfer Developer’s interest in disposition of this Warrant or the Property Warrant Shares issued or any portion thereof issuable upon exercise of this Warrant, this Warrant and/or the Warrant Shares issued or issuable upon exercise of this AgreementWarrant will not be sold, transferred, assigned, hypothecated, or suffer otherwise disposed of without first providing the Company, if the Company so requests, with an opinion of counsel, reasonably satisfactory to be made or createdthe Company, any total or partial assignment, to the effect that such sale, transfer, assignment, hypothecation, or encumbrance other disposal will be exempt from the registration and prospectus delivery requirements of the 1933 Act. The Holder consents to the Company making a notation in its records or giving to any transfer agent of the Warrant or the Warrant Shares an order to implement such restriction on transferability. Subject to the foregoing, this Warrant is transferable and may be assigned or hypothecated from and after the date hereof. Upon surrender of this Agreement (excluding Warrant to the Company at its principal executive offices in California with the Subscription Form annexed hereto duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a collateral assignment of this Agreement new Warrant in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval name of the CRA, which approval the CRA may withhold assignee(s) named in its sole and absolute discretion. The CRA, in its determination such instrument of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretionassignment, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and Warrant shall agree to abide by and promptly be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreementcanceled. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement.

Restrictions on Transfer. Developer represents (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and agrees until (x) the transferee thereof has agreed in writing for itself the benefit of the Company to take and its successors hold such Restricted Securities subject to, and assigns to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10 (except that this Section 2.8(a)(x) will not apply (A) to dispositions pursuant to an effective registration statement under the Securities Act covering such disposition in accordance with such registration statement and (B) to sales pursuant to Rule 144) and (y): (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) Such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company, at its expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (b) Permitted transfers include (i) a transfer not involving a change in beneficial ownership, or (ii) in transactions involving the distribution without consideration of Restricted Securities by any Holder to (x) a parent, subsidiary or other affiliate of Holder that is a corporation or other entity, or (y) any of its partners, members or other equity owners, or retired partners, retired members or other equity owners, or to the estate of any of its partners, members or other equity owners or retired partners, retired members or other equity owners, or (iii) transfers in compliance with Rule 144, as so authorized long as the Company is furnished with satisfactory evidence of compliance with such Rule; provided, in each case, that the Holder thereof shall give written notice to the Company of such Holder’s intention to effect such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition. (c) Notwithstanding the foregoing Sections 2.8(a) and 2.8(b), without the prior written consent of the Company, IVP eAsic, LLC and AEI, LLC will not be permitted, and the Company will not be required, to effect any transfers from IVP eAsic, LLC or AEI, LLC prior to the earlier of (A) the Company’s Initial Public Offering, (B) a reverse merger transaction in which the Company (or the surviving corporation in connection with such transaction) becomes or remains subject to reporting requirements of the Exchange Act, or (C) the Company is subject to the reporting requirements of the Exchange Act; provided further that any such transfers attempted without compliance with this Section 2.8 shall be null and void. (d) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) that it shall not, prior be stamped or otherwise imprinted with a legend substantially similar to the completion following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD OF UP TO 180 DAYS IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTOR RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN A VOTING AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Project Restricted Securities in order to implement the restrictions on transfer Developer’s interest established in this Section 2.8. (e) The first legend referring to federal and state securities laws identified in Section 2.8(c) hereof stamped on a certificate evidencing the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for Restricted Securities and the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or stock transfer instructions and record notations with respect to this Agreement such Restricted Securities shall be removed and the Company shall issue a certificate without first obtaining such legend to the prior written approval holder of such Restricted Securities if (i) such securities are registered under the CRASecurities Act, or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a public sale or transfer of such securities may be made without registration under the Securities Act, or (iii) such holder provides the Company with reasonable assurances, which approval may, if reasonably requested by the CRA may withhold in its sole and absolute discretion. The CRACompany, in its determination include an opinion of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing counsel satisfactory to the CRACompany, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of that such securities can be sold pursuant to Rule 144 under the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment AgreementSecurities Act. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement.

Restrictions on Transfer. Developer represents (a) Every Note (and all Notes issued in exchange therefor or in substitution thereof) that bears or is required under this Section 2.25(a) to bear the legend set forth in this Section 2.25(a) (together with any Company Common Shares issued upon exchange of the Notes, collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in this Section 2.25(a) (including those set forth in the legend below) unless such restrictions on transfer shall be waived by written consent of the Issuer, and the Holder of each such Restricted Security, by such Holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in this Section 2.25(a), the term “transfer” means any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. Until the expiration of the holding period applicable to sales of Restricted Securities under Rule 144(k) under the Securities Act (or any successor provision), any certificate evidencing a Restricted Security shall bear a legend in substantially the following form, unless such Restricted Security has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer) or sold pursuant to Rule 144 under the Securities Act or any similar provision then in force, or unless otherwise agreed by the Issuer in writing, with written notice thereof to the Trustee: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER: (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IS AWARE THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT AND IS PURCHASING THIS SECURITY IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT; (2) AGREES THAT IT SHALL NOT, WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS SECURITY AND THE LAST DATE ON WHICH THE ISSUER OR THE COMPANY OR AN AFFILIATE THEREOF WAS THE OWNER OF THIS SECURITY, RESELL OR OTHERWISE TRANSFER THIS SECURITY OR THE COMMON SHARES ISSUABLE UPON EXCHANGE OF SUCH SECURITY EXCEPT (A) TO THE COMPANY, THE ISSUER OR ANY OF THEIR RESPECTIVE SUBSIDIARIES, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER; AND (3) AGREES THAT IT SHALL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(C) OR 2(D) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THIS SECURITY AND THE LAST DATE ON WHICH THE ISSUER OR THE COMPANY OR AN AFFILIATE THEREOF WAS THE OWNER OF THIS SECURITY, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS SECURITY TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE). IF THE PROPOSED TRANSFER IS PURSUANT TO CLAUSE 2(C) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE COMPANY, THE ISSUER OR THE TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND SHALL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THIS SECURITY PURSUANT TO CLAUSE 2(C) OR 2(D) ABOVE OR THE EXPIRATION OF TWO YEARS FROM THE LATER OF THE ORIGINAL ISSUE DATE OF THIS SECURITY AND THE LAST DATE ON WHICH THE ISSUER OR THE COMPANY OR AN AFFILIATE THEREOF WAS THE OWNER OF THIS SECURITY. Any Notes that are Restricted Securities and as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for itself and its successors and assigns (except as so authorized by removal of the foregoing legend set forth therein have been satisfied may, upon surrender of such Note for exchange to the Securities Registrar in accordance with the provisions of this AgreementSection 2.25, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this Section 2.25(a). If such Restricted Security surrendered for exchange is represented by a global Note bearing the legend set forth in this Section 2.25(a), the principal amount of the legended global Note shall be reduced by the appropriate principal amount and the principal amount of a global Note without the legend set forth in this Section 2.25(a) that it shall notbe increased by an equal principal amount. If a global Note without the legend set forth in this Section 2.25(a) is not then outstanding, prior the Issuer shall execute and the Trustee shall authenticate and deliver an unlegended global Note to the completion Depositary. In the event Rule 144(k) under the Securities Act (or any successor provision) is amended to shorten the two-year period under Rule 144(k), then, the references in the restrictive legends set forth above to “TWO YEARS,” and in the corresponding transfer restrictions described above, and in the Notes and the Company Common Shares shall be deemed to refer to such shorter period, from and after receipt by the Trustee of an Officers’ Certificate and an Opinion of Counsel to that effect. As soon as reasonably practicable after the Issuer knows of the Project transfer Developer’s interest in effectiveness of any such amendment to shorten the Property or any portion thereof and/or this Agreementtwo-year period under Rule 144(k), unless such changes would otherwise be prohibited by, or suffer would cause a violation of, the federal securities laws applicable at the time, the Issuer shall provide to be made or created, any total or partial assignment, sale, transfer, or encumbrance the Trustee an Officers’ Certificate and an Opinion of this Agreement (excluding a collateral assignment Counsel as to the effectiveness of this Agreement in connection with any financing for such amendment and the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect effectiveness of such change to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole restrictive legends and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that:transfer restrictions. (a) Any proposed successor Developer shall have Restricted Securities, prior to the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion expiration of the CRA. If proposed holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor developer is an entityprovision), proof of existence purchased or owned by the Issuer or any Affiliate thereof may not be resold by the Issuer or such Affiliate and good standing from the state of origination as well as Florida shall be requiredsurrendered to the Trustee for cancellation. Upon expiration of the holding period applicable Restricted Securities under Rule 144(k) under the Securities Act (or any successor provision), the Notes may, to the extent permitted by applicable law, be reissued or sold or may be surrendered to the Trustee for cancellation. Any Notes surrendered for cancellation may not be reissued or resold and shall be canceled promptly by the Trustee. (b) Any proposed successor DeveloperThe Trustee shall have no obligation or duty to monitor, by instrument in writing satisfactory determine or inquire as to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer compliance with any restrictions on transfer imposed under this Agreement instrument or under applicable law with respect to the any transfer of any interest assigned in any Note other than to require delivery of such certificates and shall agree other documentation or evidence as are expressly required by, and to abide by do so if and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transferwhen expressly required by, the Developer terms of this instrument, and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a to examine the same to determine substantial compliance as to form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreementexpress requirements hereof.

Restrictions on Transfer. Developer represents (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and agrees until (x) the transferee thereof has agreed in writing for itself the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and (y): (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition, and such disposition is made in accordance with such registration statement; or (ii) Such Holder shall give prompt written notice to the Company of such Holder’s intention to make such disposition and shall furnish the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, such Holder shall furnish the Company, at its successors and assigns expense, with (A) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (B) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144, except in unusual circumstances. After its Initial Public Offering, the Company will not require the transferee to be bound by the terms of this Agreement, but in such case, the transferee shall not be entitled to the benefits of this Agreement. (b) Notwithstanding the provisions of Section 2.8(a) above, no such restriction shall apply to a transfer by a Holder that is (i) a partnership transferring to its partners or former partners in accordance with partnership interests or to any affiliated entity, (ii) a corporation transferring to a wholly-owned subsidiary or a parent corporation that owns all of the capital stock of the Holder, (iii) a limited liability company transferring to its members or former members in accordance with their interest in the limited liability company or to any affiliated entity, or (iv) an individual transferring to the Holder’s family member or trust for the benefit of an individual Holder; provided that in each case the transferee will agree in writing to be subject to the terms of this Agreement to the same extent as so authorized if such transferee were an original Holder hereunder. (c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) that it shall not, prior be stamped or otherwise imprinted with a legend substantially similar to the completion of the Project transfer Developer’s interest following (in the Property or addition to any portion thereof and/or this Agreementlegend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, or suffer to be made or createdAS AMENDED (THE “ACT”), any total or partial assignmentOR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, saleSOLD OR OTHERWISE TRANSFERRED, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement.PLEDGED OR

Restrictions on Transfer. Developer represents (a) Investor understands and agrees for itself that the shares of Investor Stock it will be acquiring have not been registered under the Securities Act, and its successors and assigns (that accordingly they will not be fully transferable except as so authorized by permitted under various exemptions contained in the provisions Securities Act, or upon satisfaction of the registration and prospectus delivery requirements of the Securities Act. Investor acknowledges that it must bear the economic risk of its investment in the Investor Stock for an indefinite period of time (subject, however, to the Company's obligation to effect the registration of the Investor Stock under the Securities Act in accordance with this Agreement) that it shall not, prior to since they have not been registered under the completion of the Project transfer Developer’s interest in the Property Securities Act and therefore cannot be sold unless they are subsequently registered or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer an exemption from registration is an entity, proof of existence and good standing from the state of origination as well as Florida shall be requiredavailable. (b) Any proposed successor Developer, by instrument in writing satisfactory (i) Investor hereby represents and warrants to the CRACompany that it is acquiring the Investor Stock for investment purposes only, in for its sole discretionown account, and not as nominee or agent for any other Person, and not with the view to, or for resale in recordable formconnection with, shall, for itself and its successors and assigns expressly assume all any distribution thereof within the meaning of the obligations Securities Act, and (ii) it is an "accredited investor" within the meaning of Regulation D of the successor Developer Commission under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment AgreementSecurities Act. (c) There shall be submitted Investor hereby agrees with the Company as follows: (i) Subject to Section 4.3 hereof, the certificates evidencing the Investor Stock it has agreed to purchase, and each certificate issued in transfer thereof, will bear the following legend: "The securities evidenced by this certificate have not been registered under the Securities Act of 1933 and have been taken for investment purposes only and not with a view to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with distribution thereof, and, except as stated in an agreement between the holder of this Section 13. A copy of the instruments and other legal documentscertificate, including the Assignment Agreementor its predecessor in interest, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with issuer corporation, such securities may not be sold or transferred unless there is an effective registration statement under such Act covering such securities or the issuer corporation receives an opinion of counsel (which may be counsel for the issuer corporation) stating that such sale or transfer is exempt from the registration and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt prospectus delivery requirements of such instruments Act." (ii) The certificates representing such Investor Stock, and documentseach certificate issued in transfer thereof, will also bear any legend required under any applicable state securities law. (diii) Developer shall pay Absent an effective registration statement under the CRA Securities Act, covering the actual costs disposition of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval Investor Stock which Investor acquires, Investor will not sell, transfer, assign, pledge, hypothecate or otherwise dispose of any Assignment Agreement under this Agreementor all of the Investor Stock without first providing the Company with an opinion of counsel (which may be counsel for the Company) to the effect that such sale, including instruments transfer, assignment, pledge, hypothecation or other disposition will be exempt from the registration and other legal documents which costs shall not exceed Twenty Five Thousand the prospectus delivery requirements of the Securities Act and 00/100 Dollars ($25,000.00) which amount the registration or qualification requirements of any applicable state securities laws, except that no such registration or opinion shall be paid required with respect to (A) a transfer not involving a change in advance with beneficial ownership, or (B) a reconciliation sale to be made after review and approval of any Assignment Agreement. The payment effected in accordance with Rule 144 of the Twenty Five Thousand Commission under the Securities Act (or any comparable exemption). (iv) Investor agrees that neither it nor any of its affiliates will, during the period between the Closing Date and 00/100 Dollars the Final Valuation Date, ($25,000.00A) 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 of the Initial Shares or the Interim Additional Shares or (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Initial Shares of the Interim Additional Shares, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of the Developer shall be a prerequisite Initial Shares or the Interim Additional Shares, in cash or otherwise. Investor agrees that the certificates evidencing the Initial Shares and the Interim Additional Shares it has agreed to purchase, and each certificate issued in transfer thereof during the period between the Closing Date and the Final Valuation Date, will bear the following legend: "The sale, pledge, hypothecation or transfer of the securities represented by this certificate is subject to the CRA obligation terms and conditions (including certain adjustment provisions) of a certain Stock Purchase Agreement by and between the Corporation and the holder hereof. Copies of such agreement may be obtained upon written request to review the secretary of the Corporation." (v) Investor consents to the Company's making a notation on its records or giving instructions to any proposed Transfer Assignment Agreementtransfer agent of the Investor Stock in order to implement the restrictions on transfer of the Investor Stock mentioned in this subsection (c).

Restrictions on Transfer. Developer represents A Member may Transfer his, her or its Membership Interest only in compliance with this Article. An attempted Transfer of all or a portion of a Member’s Membership Interests that is not in compliance with this Article shall be null and agrees for itself void. A Transferee may not become a substitute Member without the consent of the Manager. Such consent may not be unreasonably withheld, provided that the Transfer and its successors and assigns (except as so authorized by the transferee comply with all the provisions of this Agreement) that it shall not, prior to the completion of the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to Agreement and relevant law. No Membership Interests may be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determinedtransferred if, in the sole and absolute discretion of the CRAManager, such a Transfer would jeopardize the availability of exemptions from registration under federal securities laws, the tax status of the LLC or cause termination of the LLC for federal income tax purposes. If proposed successor developer is an entityRestrictions have been placed upon the ability of Investors to resell or otherwise dispose of any Membership Interests purchased hereunder including (without limitation) the following: (1) No member may resell or otherwise transfer any Membership Interests without the satisfaction of certain conditions designed to comply with applicable tax and securities laws, proof including (without limitation) the requirement that certain legal opinions be provided to the Manager with respect to such matters at the expense of existence and good standing from the state of origination Member requesting such transfer. The transferee must meet the same Investor qualifications as well as Florida shall be requiredthe Members admitted during the Offering Period. (b2) Any proposed successor DeveloperIf the Securities Commissioner imposes a transfer restriction on the Membership Interests, by instrument they may not be sold or transferred without the prior written consent of the Commissioner, except as permitted in writing satisfactory to the CRACommissioner’s Rules. (3) The Membership Interests have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in its sole discretionreliance upon the exemptions provided for under Section 4(2) and Rule 506 thereunder. Membership Interests may not be sold or otherwise transferred without registration under the Securities Act or pursuant to an exemption therefrom. (4) A legend will be placed upon all instruments evidencing ownership of Membership Interests in the LLC stating that the Membership Interests have not been registered under the Securities Act, and set forth the foregoing limitations on resale. Notations regarding these limitations shall be made in recordable form, shall, for itself and its successors and assigns expressly assume all the appropriate records of the obligations of the successor Developer under this Agreement LLC with respect to all Membership Interests offered hereby. The foregoing steps will also be taken in connection with the interest assigned and shall agree to abide by and be subject to all issuance of the termsany new instruments for any Membership Interests that are presented for transfer, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by extent the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment AgreementManager deems appropriate. (c5) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy The LLC will charge a minimum transfer fee of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Hundred Dollars ($25,000.00500) which amount shall per transfer of ownership. If a Member transfers Membership Interests to more than one person, except transferees who will hold title together, the transfer to each person will be paid in advance with considered a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreementseparate transfer.

Restrictions on Transfer. Developer represents (a) Investor understands and agrees for itself that the shares of Investor Stock it will be acquiring have not been registered under the Securities Act, and its successors and assigns (that accordingly they will not be fully transferable except as so authorized by permitted under various exemptions contained in the provisions Securities Act, or upon satisfaction of the registration and prospectus delivery requirements of the Securities Act. Investor acknowledges that it must bear the economic risk of its investment in the Investor Stock for an indefinite period of time (subject, however, to the Company's obligation to effect the registration of the Investor Stock under the Securities Act in accordance with this Agreement) that it shall not, prior to since they have not been registered under the completion of the Project transfer Developer’s interest in the Property Securities Act and therefore cannot be sold unless they are subsequently registered or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer an exemption from registration is an entity, proof of existence and good standing from the state of origination as well as Florida shall be requiredavailable. (b) Any proposed successor Developer, by instrument in writing satisfactory Investor hereby represents and warrants to the CRACompany that (i) it is acquiring the Investor Stock for investment purposes only, in for its sole discretionown account, and not as nominee or agent for any other Person, and not with the view to, or for resale in recordable formconnection with, shall, for itself and its successors and assigns expressly assume all any distribution thereof within the meaning of the obligations Securities Act, and (ii) it is an "accredited investor" within the meaning of Regulation D of the successor Developer Commission under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment AgreementSecurities Act. (c) There shall be submitted Investor hereby agrees with the Company as follows: (i) Subject to Section 4.3 hereof, the certificates evidencing the Investor Stock it has agreed to purchase, and each certificate issued in transfer thereof, will bear the following legend: "The securities evidenced by this certificate have not been registered under the Securities Act of 1933 and have been taken for investment purposes only and not with a view to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with distribution thereof, and, except as stated in an agreement between the holder of this Section 13. A copy of the instruments and other legal documentscertificate, including the Assignment Agreementor its predecessor in interest, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with issuer corporation, such securities may not be sold or transferred unless there is an effective registration statement under such Act covering such securities or the issuer corporation receives an opinion of counsel (which may be counsel for the issuer corporation) stating that such sale or transfer is exempt from the registration and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt prospectus delivery requirements of such instruments Act." (ii) The certificates representing such Investor Stock, and documentseach certificate issued in transfer thereof, will also bear any legend required under any applicable state securities law. (diii) Developer shall pay Absent an effective registration statement under the CRA Securities Act, covering the actual costs disposition of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval Investor Stock which Investor acquires, Investor will not sell, transfer, assign, pledge, hypothecate or otherwise dispose of any Assignment Agreement under this Agreementor all of the Investor Stock without first providing the Company with an opinion of counsel (which may be counsel for the Company) to the effect that such sale, including instruments transfer, assignment, pledge, hypothecation or other disposition will be exempt from the registration and other legal documents which costs shall not exceed Twenty Five Thousand the prospectus delivery requirements of the Securities Act and 00/100 Dollars ($25,000.00) which amount the registration or qualification requirements of any applicable state securities laws, except that no such registration or opinion shall be paid required with respect to (A) a transfer not involving a change in advance with beneficial ownership, (B) a reconciliation transfer to an Affiliate of Investor, or (C) a sale to be made after review and approval of any Assignment Agreement. The payment effected in accordance with Rule 144 of the Twenty Five Thousand and 00/100 Dollars Commission under the Securities Act ($25,000.00or any comparable exemption). (iv) by Investor agrees that, if the Developer shall be a prerequisite Investor Stock is issued in accordance herewith prior to the CRA obligation Final Valuation Date (as defined in Section 13 hereof), neither it nor any of its affiliates will, during the period between the Closing Date and the Final Valuation Date, (A) offer, pledge, sell, contract to review sell, sell any proposed Transfer Assignment Agreementoption 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 of the Investor Stock or (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Investor Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of the Investor Stock, in cash or otherwise. Investor agrees that the certificates evidencing the Investor Stock, if such Investor Stock is issued during the period between the Closing Date and the Final Valuation Date, and each certificate issued in transfer thereof, will bear the following legend: "The sale, pledge, hypothecation or transfer of the securities represented by this certificate is subject to the terms and conditions (including certain adjustment provisions) of a certain Stock Purchase Agreement by and between the Corporation and the holder hereof. Copies of such agreement may be obtained upon written request to the secretary of the Corporation." (v) Investor consents to the Company's making a notation on its records or giving instructions to any transfer agent of the Investor Stock in order to implement the restrictions on transfer of the Investor Stock mentioned in this subsection (c).

Restrictions on Transfer. Developer represents 5.1 The Grantee hereby acknowledges that none of the Shares may be sold, exchanged, assigned, transferred, pledged, hypothecated, gifted or otherwise disposed of (collectively, “disposed of”) until the Shares have become Vested Shares and agrees for itself payment of any withholding tax with respect to such Vested Shares has been made. Unvested Shares may be transferred to a “family member” as defined in and its successors pursuant to the terms and assigns (except conditions set forth in Section A.1.a.5 of the General Instructions to Form S-8 promulgated under the Securities Act of 1933, as so authorized amended, as such provision may be amended from time to time, on such terms and conditions as may be determined by the provisions Compensation Committee. 5.2 The Grantee shall not dispose of the Shares acquired, or any portion thereof, at any time, unless the Grantee shall comply with the Securities Act of 1933, as amended, and the regulations of the SEC thereunder, any other applicable securities law, and the terms of this Agreement) that it shall not, prior to the completion of the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in Grantee further agrees that the Company may direct its determination transfer agent to refuse to register the transfer of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under Shares underlying this Agreement, as determinedRestricted Stock Award which, in the sole discretion opinion of the CRA. If proposed successor developer is an entityCompany’s counsel, proof constitutes a violation of existence and good standing from any applicable securities laws then in effect or the state terms of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement. (c) There shall be submitted 5.3 Any certificate representing Unvested Shares shall, unless the Compensation Committee determines otherwise, bear a legend substantially as follows: “The sale or other transfer of the shares of stock represented by this certificate is subject to certain restrictions set forth in a Restricted Stock Award Agreement between the CRA for review all instruments registered owner and other legal documents reasonably necessary to review compliance with this Section 13. TriState Capital Holdings, Inc. A copy of such agreement may be obtained from the instruments Secretary of TriState Capital Holdings, Inc.” The Grantee further acknowledges and other legal documentsunderstands that the certificates representing the Shares issued hereunder may bear such additional legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws. Any book entry account for the Unvested Shares will be restricted and subject to stop orders. 5.4 If certificates representing Unvested Shares are issued, including the Assignment Agreement, they shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred retained by the CRA in conjunction with Company. Within a reasonable time after the CRA review and prior written approval of any Assignment Agreement under this AgreementUnvested Shares become Vested Shares, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount all restrictions or stop orders applicable to such Vested Shares shall be paid removed and, in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer event that certificates have been issued, legends shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreementremoved.

Restrictions on Transfer. Developer represents and agrees for itself and its successors and assigns (except Except as so authorized otherwise permitted by the provisions of this Agreement) that it shall notCommittee, prior to the completion none of the Project transfer Developer’s interest Award LTIP Units granted hereunder nor any of the Partnership Units of the Partnership into which such Award LTIP Units may be converted (the “Award Partnership Units”) shall be sold, assigned, transferred, pledged, hypothecated, given away or in the Property any other manner disposed of, encumbered, whether voluntarily or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance by operation of this Agreement law (excluding each such action a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining ), and the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, Redemption Right (as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, defined in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall Partnership Agreement) may not be required. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement exercised with respect to the interest assigned Award Partnership Units, provided that, at any time after the date that (a) is [three][one] year[s] after the Award LTIP Units have become vested and shall agree (b) is at least two (2) years after the Effective Date, (i) Award LTIP Units or Award Partnership Units may be Transferred to abide the Grantee’s Family Members by and gift or pursuant to domestic relations order in settlement of marital property rights; (ii) Award LTIP Units or Award Partnership Units may be subject Transferred to all an entity in which fifty percent (50%) of the termsvoting interests are owned by Family Members (or the Grantee) in exchange for an interest in such entity; and (iii) the Redemption Right may be exercised with respect to Award Partnership Units, conditions, obligations, reservations and restrictions Award Partnership Units may be Transferred to which the transferor Developer is subject. As part Partnership or the Company in connection with the exercise of the TransferRedemption Right, in accordance with and to the extent otherwise permitted by the terms of the Partnership Agreement. Additionally, the Developer transferee must agree in writing with the Company and proposed successor thereto the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers shall deliver be prohibited except those in accordance with this Section 7 and all Transfers of Award LTIP Units or Award Partnership Units must be in compliance with all applicable securities laws (including, without limitation, the Securities Act) and the applicable terms and conditions of the Partnership Agreement. In connection with any Transfer of Award LTIP Units or Award Partnership Units, the Partnership may require the Grantee to provide an assignment and assumption agreement (“Assignment Agreement”) in a form and substance opinion of counsel, satisfactory to the CRA Partnership, that such Transfer is in compliance with all federal and its legal counsel which state securities laws (including, without limitation, the Securities Act). Any attempted Transfer of Award LTIP Units or Award Partnership Units not in accordance with the terms and conditions of this Section 7 shall contain an indemnification be null and hold harmless provision by the Developer in favor of the CRA void, and the successor Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units or Award Partnership Units as a result of any such Transfer, shall otherwise refuse to Developer for recognize any liabilities such Transfer and obligations shall not in any way give effect to any such Transfer of any Award LTIP Units or Award Partnership Units. Except as the Developer under provided expressly in this Section 7, this Agreement prior is personal to the date Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the Assignment Agreementlaws of descent and distribution. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement.

Restrictions on Transfer. Developer represents and agrees for itself and its successors and assigns (except as so authorized by a) Notwithstanding the other provisions of this Agreement) that it Article III, no transfer of any Units shall not, prior to the completion of the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any if such prior approval, thatpurported transfer would: (ai) Any proposed successor Developer shall have violate applicable law, including the business experience then-applicable U.S. federal or state securities laws or rules and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion regulations of the CRA. If proposed successor developer is SEC, any state securities commission or any other Governmental Entity with jurisdiction over such transfer; (ii) terminate the existence or qualification of the Company under the laws of any jurisdiction; (iii) cause the Company to be treated as an entity, proof association taxable as a corporation or otherwise to be taxed as an entity for U.S. federal income tax purposes (to the extent not already so treated or taxed); or (iv) require the Company to be subject to the registration requirements of existence and good standing from the state of origination as well as Florida shall be requiredInvestment Company Act. (b) Any proposed successor DeveloperNotwithstanding the other provisions of this Article III, no Member shall, without the prior written consent of the Company (which consent may be withheld in the Company’s sole discretion), directly or indirectly transfer, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise dispose of any Units, or any options or warrants to purchase any Units, or any securities convertible into, exchangeable for or that represent the right to receive Units, during the period commencing on the date of this Agreement and continuing for 120 days thereafter; provided, however, that the restrictions set forth in this Section 3.6(b) shall not apply to (i) any Member that has executed and delivered a lock-up agreement to the managing underwriter or underwriters designated by instrument the Company in writing a form satisfactory to the CRACompany and such managing underwriter or underwriters or (ii) Units acquired by a Member in the IPO or on the open market on or after the date of this Agreement. (c) The Board of Directors may impose additional restrictions on the transfer of Units if it receives advice of counsel acceptable to the Board of Directors (who may be regular counsel to the Company or its Affiliates) that such restrictions are necessary or advisable to avoid a significant risk of (i) the Company becoming taxable as a corporation or otherwise becoming taxable as an entity for U.S. federal income tax purposes or (ii) the Company being subject to the registration requirements of the Investment Company Act. The Board of Directors may impose such restrictions by amending this Agreement without the approval of the Members. (d) To the fullest extent permitted by Law, any transfer in violation of this Section 3.6 shall be null and void. In the event that any Person would otherwise become the Record Holder of a Unit through a purported transfer in violation of this Section 3.6, the Company may, in its sole discretion, and require that the purported transferor take any steps deemed appropriate by the Company or the Transfer Agent to unwind, cancel or reverse such purported transaction. With respect to the purported transferee, such Person shall have no rights or economic interest in recordable formsuch Units or otherwise, shallincluding any consent rights, for itself and its successors and assigns expressly assume all any rights to receive notice of, or attend, a meeting of the obligations of the successor Developer under this Agreement Members and any rights to receive distributions with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subjectUnit. As part of the TransferIn addition, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) Company may, in its sole discretion, redeem the Unit in the manner provided in Section 3.13 or cause the transfer of such Unit to a third party in a form and substance satisfactory transfer permitted by this Agreement and, if such Unit is sold or redeemed, the Company shall distribute the proceeds of such sale (net of any costs or expenses incurred by the Company) to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreementpurported transferor. (ce) There shall be submitted Without prejudice to any remedies available to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval Company as soon as possible, but in no event sooner than fifteen (15) days after receipt a result of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA transactions nothing contained in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs than the restrictions on transfer set forth in Section 3.6(b), shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval preclude the settlement of any Assignment Agreement. The payment transactions involving Units entered into through the facilities of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment AgreementSecurities Exchange on which such Units are listed for trading.

Restrictions on Transfer. Developer represents (a) The holder of each certificate representing Preferred Stock or Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each such holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and agrees until the transferee thereof has agreed in writing for itself the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and: (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and the disposition is made in accordance with the registration statement; or (ii) The holder shall have given prior written notice to the Company of the holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, the holder shall have furnished the Company, at the holder’s expense, with (i) an opinion of counsel reasonably satisfactory to the Company to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. The Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (b) Notwithstanding the provisions of Section 2.8(a), no such registration statement or opinion of counsel or “no action” letter shall be necessary for (i) a transfer not involving a change in beneficial ownership, or (ii) transactions involving the distribution without consideration of Restricted Securities by any holder to (x) a parent, subsidiary or other affiliate of the holder, if the holder is a corporation, (y) any of the holder’s partners, members or other equity owners, or retired partners, retired members or other equity owners, or to the estate of any of the holder’s partners, members or other equity owners or retired partners, retired members or other equity owners, or (z) a venture capital fund that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, the holder, or (iii) transactions involving the distribution or transfer of Restricted Securities by ZetaRX (or its successors successor) to a successor limited liability company or to ZetaRx’s former stockholders, provided, however, such distribution or transfer must comply with all applicable securities laws; provided, in each case, that the holder shall give written notice to the Company of the holder’s intention to effect such disposition and assigns shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition. (except as so authorized c) Each certificate representing Preferred Stock or Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) that it shall not, prior be stamped or otherwise imprinted with a legend substantially similar to the completion following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN A VOTING AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Preferred Stockholders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Project Restricted Securities in order to implement the restrictions on transfer Developer’s interest established in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents2.8. (d) Developer shall pay The first legend referring to federal and state securities laws identified in Section 2.8(c) stamped on a certificate evidencing the CRA Restricted Securities and the actual costs of time stock transfer instructions and materials incurred by record notations with respect to the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount Restricted Securities shall be paid in advance removed and the Company shall issue a certificate without such legend to the holder of Restricted Securities if (i) those securities are registered under the Securities Act, or (ii) the holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a reconciliation to sale or transfer of those securities may be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreementwithout registration or qualification.

Restrictions on Transfer. Developer represents Neither the Warrant nor any of the Warrant Shares shall be transferable except upon the conditions specified in this Section 5.1, which conditions are intended to insure compliance with applicable provisions of the 1933 Act. Unless and agrees for itself until otherwise permitted by this Section 5.1, the Warrant and each certificate or other document evidencing any of the Warrant Shares shall be endorsed with the legend substantially in the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT, OR (B) THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION IS REQUIRED FOR SUCH TRANSFER. Neither the Warrant nor any of the Warrant Shares shall be transferred and the Company shall not be required to register any such transfer, unless and until one of the following events shall have occurred: the Company shall have received an opinion of counsel reasonably acceptable to the Company and its successors counsel, stating that the contemplated transfer is exempt from registration under the 1933 Act as then in effect, and assigns (except as so authorized by the provisions Rules and Regulations of this Agreement) that it shall not, prior the Commission thereunder. Within ten days after delivery to the completion Company and its counsel of such an opinion, the Project transfer Developer’s interest Company either shall deliver to the proposed transferor a statement to the effect that such opinion is not satisfactory in the Property reasonable opinion of its counsel (and shall specify the legal analysis supporting any such conclusion) or any portion thereof and/or this Agreement, or suffer shall authorize the Company's transfer agent to be made or created, any total or partial assignment, sale, make the requested transfer, or encumbrance of this Agreement (excluding ; the Company shall have been furnished with a collateral assignment of this Agreement letter from the Commission in connection with any financing response to a written request in form and substance acceptable to counsel for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume Company setting forth all of the obligations of facts and circumstances surrounding the successor Developer under this Agreement contemplated transfer, stating that the Commission will take no action with respect regard to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement.contemplated transfer; or

Restrictions on Transfer. Developer represents and agrees for itself and its successors and assigns (except as so authorized by the provisions of this Agreement) that it shall not, prior to the completion of the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall Investor understands and agrees that the Securities it will be acquiring have not been registered under the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this AgreementSecurities Act of 1933, as determinedamended (the "Securities Act"), and that accordingly they will not be fully transferable except as permitted under various exemptions contained in the sole discretion Securities Act or applicable state securities laws, or upon satisfaction of the CRAregistration and prospectus delivery requirements of the Securities Act or registration or qualification requirements under applicable state securities laws. If proposed successor developer Investor acknowledges that it must bear the economic risk of its investment in the Securities for an indefinite period of time (subject, however, to the Company's obligation to redeem the Preferred Stock in accordance with the Certificate and to the Company's obligation to effect the registration of the Conversion Stock under the Securities Act in accordance with the Registration Rights Agreement (as hereinafter defined)) since they have not been registered under the Securities Act and therefore cannot be sold unless they are subsequently registered or an exemption from registration is an entity, proof of existence and good standing from the state of origination as well as Florida shall be requiredavailable. (bi) Any proposed successor Developer, by instrument in writing satisfactory Investor hereby represents and warrants to the CRACompany that it (i) is acquiring the Securities it has agreed to purchase for investment purposes only, in for its sole discretionown account, and not as nominee or agent for any other Person, and not with the view to, or for resale in recordable formconnection with, shall, for itself and its successors and assigns expressly assume all any distribution thereof within the meaning of the obligations Securities Act, (ii) it is an "accredited investor" within the meaning of Rule 501(a) of the successor Developer Commission under this Agreement with respect the Securities Act, (iii) it is a Maryland corporation headquartered in Washington, D.C., and (iv) has had the opportunity to the interest assigned and shall agree review information provided to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision it by the Developer in favor of Company and ask questions about and received answers regarding the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreementsame. (c) There shall be submitted Investor hereby agrees with the Company as follows: (i) Subject to Section 4.3 hereof, the certificates evidencing the Securities it has agreed to purchase, and each certificate issued in transfer thereof, will bear the following legend: "The securities evidenced by this certificate have not been registered under the Securities Act of 1933 and have been taken for investment purposes only and not with a view to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with distribution thereof, and, except as stated in an agreement between the holder of this Section 13. A copy of the instruments and other legal documentscertificate, including the Assignment Agreementor its predecessor in interest, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with issuer corporation, such securities may not be sold or transferred unless there is an effective registration statement under such Act covering such securities or the issuer corporation receives an opinion of counsel (which may be counsel for the issuer corporation) stating that such sale or transfer is exempt from the registration and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt prospectus delivery requirements of such instruments Act." (ii) The certificates representing such Securities, and documentseach certificate issued in transfer thereof, will also bear any legend required under any applicable state securities law. (diii) Developer shall pay Absent an effective registration statement under the CRA Securities Act, covering the actual costs disposition of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval Securities which Investor acquires, Investor will not sell, transfer, assign, pledge, hypothecate or otherwise dispose of any Assignment Agreement under this Agreementor all of the Securities without first providing the Company with an opinion of counsel (which may be counsel for the Company) to the effect that such sale, including instruments transfer, assignment, pledge, hypothecation or other disposition will be exempt from the registration and other legal documents which costs shall not exceed Twenty Five Thousand the prospectus delivery requirements of the Securities Act and 00/100 Dollars ($25,000.00) which amount the registration or qualification requirements of any applicable state securities laws, except that no such registration or opinion shall be paid required with respect to (A) a transfer not involving a change in advance with beneficial ownership, or (B) the distribution of Securities by such Investor to any of its partners, or retired partners, or to the estate of any of its partners or retired partners, (C) the distribution of Securities by Ullico to the participants in its Separate Account P, or (D) a reconciliation sale to be made after review and approval of any Assignment Agreement. The payment effected in accordance with Rule 144 of the Twenty Five Thousand and 00/100 Dollars Commission under the Securities Act ($25,000.00or any comparable exemption). (iv) by the Developer shall be a prerequisite Investor consents to the CRA obligation Company's making a notation on its records or giving instructions to review any proposed Transfer Assignment Agreementtransfer agent of the Common Stock or Preferred Stock in order to implement the restrictions on transfer of the Securities mentioned in this subsection (c).

Restrictions on Transfer. Developer represents (a) The Stockholder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.7. The Stockholders agree not to make any sale, assignment, transfer, pledge or other disposition (a “Transfer”) of all or any portion of the Restricted Securities, or any beneficial interest therein, unless: (i) There is then in effect a registration statement under the Securities Act covering such proposed Transfer and agrees the Transfer is made in accordance with the registration statement; or (ii) (A) the Stockholders shall have given prior written notice to the Company of the Stockholder’s intention to make such Transfer and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed Transfer, at the Stockholders’ expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, or, solely with respect to a proposed Transfer to a Permitted Transferee, a representation letter from the Stockholder, in each case to the effect that such Transfer will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Stockholders to the Company, and (B) if the Transfer is effected other than in an Open Market Sale, the transferee (whether or not a Permitted Transferee) has agreed in writing for itself the benefit of the Company to take and its successors hold such Restricted Securities subject to, and assigns be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.7 and Section 2.8, and that certain Voting Agreement by and among the Company and the Stockholders of even date herewith. (except as so authorized b) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) that it shall not, prior be stamped or otherwise imprinted with a legend substantially similar to the completion following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF CERTAIN PUBLIC OFFERINGS, AS SET FORTH IN A STOCKHOLDERS RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN A VOTING AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Stockholders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Project Restricted Securities in order to implement the restrictions on transfer Developer’s interest established in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment AgreementSection 2.7. (c) There The first legend referring to federal and state securities laws identified in Section 2.7(b) stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to the Restricted Securities shall be submitted removed and the Company shall issue a certificate without such legend to the CRA for review all instruments and other legal documents holder of Restricted Securities if (i) those securities are registered under the Securities Act, or (ii) the holder provides the Company with an opinion of counsel reasonably necessary acceptable to review compliance with this Section 13. A copy the Company to the effect that a sale or transfer of the instruments and other legal documents, including the Assignment Agreement, shall those securities may be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documentsmade without registration or qualification. (d) Developer The Stockholders agree not to make any Transfer of any securities of the Company, or any beneficial interest therein, to any person other than the Company if such Transfer would cause the transferee to hold 20% of the Company’s then outstanding Common Stock unless and until the proposed transferee confirms to the reasonable satisfaction of the Company that neither the proposed transferee nor any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members nor any person that would be deemed a beneficial owner of those securities (in accordance with Rule 506(d) of the Securities Act) is subject to any Bad Actor Disqualification, except as set forth in Rule 506(d)(2) or (d)(3) under the Securities Act and disclosed, reasonably in advance of the Transfer, in writing in reasonable detail to the Company. This Section 2.7(d) shall pay not apply with respect to (i) any sale of securities registered with a registration statement under the CRA Securities Act and made in accordance with that registration statement or (ii) any open market sale (whether pursuant to Rule 144 under the actual costs Securities Act or otherwise). (e) Except pursuant to the sale of time securities of the Company registered with a registration statement under the Securities Act and materials incurred by made in accordance with that registration statement or (ii) in an open market sale (whether pursuant to Rule 144 under the CRA in conjunction Securities Act or otherwise), the Stockholders agree not to Transfer any securities of the Company, or any beneficial interest therein, to any person or entity whose business directly and substantially competes with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment business of the Twenty Five Thousand and 00/100 Dollars Company ($25,000.00a “Company Competitor”) by the Developer shall be a prerequisite to the CRA obligation to review without (i) providing written notice of any proposed Transfer Assignment Agreementto the Company at least 20 business days prior to the consummation of such transaction and (ii) receiving the written consent of the Company (not to be unreasonably withheld) prior to the consummation of such transaction.

Restrictions on Transfer. Developer represents and agrees for itself and its successors and assigns (except a) The Restricted Shares may not be resold, pledged as so authorized security or otherwise transferred, assigned or encumbered by the provisions of this Agreement) that it shall not, Director prior to the completion of date such Restricted Shares are no longer subject to forfeiture, unless specifically agreed in writing by the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be requiredCompany. (b) Any Director hereby agrees that Director shall make no disposition of the Restricted Shares unless and until: (1) The forfeiture restrictions applicable to such Restricted Shares have lapsed; (2) Director shall have notified the Company of the proposed successor Developerdisposition and provided a written summary of the terms and conditions of the proposed disposition, by instrument unless there is then in writing satisfactory effect a registration statement under the Securities Act of 1933 (the "Securities Act") covering such proposed disposition and such disposition is made in accordance with such registration statement; (3) Director shall have complied with all requirements of this Agreement applicable to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all disposition of the obligations Restricted Shares; and (4) If reasonably requested by the Company, Director shall have provided the Company an opinion of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) counsel in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by Company, that (A) the Developer in favor proposed disposition does not require registration of the CRA and Restricted Shares under the successor to Developer Securities Act or (B) all appropriate action necessary for any liabilities and obligations as compliance with the Developer under this Agreement prior to the date registration requirements of the Assignment AgreementSecurities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken; provided, however, that in no event shall an opinion of counsel be required if there is then in effect a registration statement under the Securities Act covering such proposed disposition. (c) There The Company shall not be submitted required (i) to transfer on its books any Restricted Shares that have been sold or transferred in violation of the CRA for review all instruments and other legal documents reasonably necessary to review compliance with provisions of this Section 13. A copy 6, or (ii) to treat as the owner of the instruments and other legal documentsRestricted Shares, including or otherwise to accord voting or dividend rights to, any transferee to whom the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but Restricted Shares have been transferred in no event sooner than fifteen (15) days after receipt contravention of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement. References herein to Director shall include, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with where applicable, a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreementpermitted transferee.

Restrictions on Transfer. Developer represents (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and agrees until the transferee thereof has agreed in writing for itself the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and: (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, such Holder shall have furnished the Company, at its successors expense, with (i) an opinion of counsel reasonably satisfactory to the Company to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. (b) Notwithstanding the provisions of Section 2.8(a), no such registration statement, opinion of counsel or “no action” letter shall be necessary for (i) a transfer not involving a change in beneficial ownership, or (ii) transactions involving the distribution without consideration of Restricted Securities by any Holder to (x) a parent, subsidiary or other affiliate of the Holder, if the Holder is a corporation; (y) any of the Holder’s partners, members or other equity owners, or retired partners, retired members or other equity owners, or to the estate of any of the Holder’s partners, members or other equity owners or retired partners, retired members or other equity owners; or (z) a venture capital fund that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, the Holder; provided, in each case, that the Holder shall give written notice to the Company of the Holder’s intention to effect such disposition and assigns shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition. (except as so authorized c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) that it shall not, prior be stamped or otherwise imprinted with legends substantially similar to the completion following (in addition to any legend(s) required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN A VOTING AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Project Restricted Securities in order to implement the restrictions on transfer Developer’s interest established in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents2.8. (d) Developer shall pay The first legend referring to federal and state securities laws identified in Section 2.8(c) hereof stamped on a certificate evidencing the CRA Restricted Securities and the actual costs of time stock transfer instructions and materials incurred by the CRA in conjunction record notations with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount respect to such Restricted Securities shall be paid in advance removed and the Company shall issue a certificate without such legend to the holder of such Restricted Securities if (i) such securities are registered under the Securities Act, or (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a reconciliation to sale or transfer of the securities may be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreementwithout registration or qualification.

Restrictions on Transfer. Developer represents and (a) Subject to such additional restrictions set forth in this Section 3, each Holder agrees for itself and its successors and assigns (except as so authorized by the provisions not to make any Transfer of this Agreement) that it shall not, prior to the completion of the Project transfer Developer’s interest in the Property all or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole Shares unless and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, thatuntil: (ai) Any there is then in effect a registration statement under the Securities Act covering such proposed successor Developer Transfer and such Transfer is made in accordance with such registration statement; or (A) The Transferee has agreed in writing to be bound by the terms of Sections 3, 8 and 13 of this Registration Rights Agreement, (B) such Holder shall have notified the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion Company of the CRAproposed Transfer and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed Transfer, and (C) such Holder shall have furnished the Company with an opinion of counsel, satisfactory to the Company, that such Transfer will not require registration of such Shares under the Securities Act. If proposed successor developer is an entityNotwithstanding the foregoing, proof the Company will not require the Transferee to be bound by the terms of existence Section 3, 8 and good standing from 13 of this Registration Rights Agreement if the state of origination as well as Florida Company shall be requireddetermine that such Transferee has acquired said Shares pursuant to a transaction in compliance with Rule 144 under the Securities Act. (b) Any proposed successor DeveloperNotwithstanding the provisions of subsection (a) above, no restriction pursuant to subsection (a) shall apply to a Transfer by instrument in writing satisfactory a Holder that is a corporation Transferring to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume a wholly-owned subsidiary or a parent corporation that owns all of the obligations capital stock of the successor Developer under this Agreement with respect Holder; provided, that in each case the Transferee has agreed in writing to the interest assigned and shall agree to abide by and be subject to all the terms of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory this Registration Rights Agreement to the CRA and its legal counsel which shall contain same extent as if it were an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreementoriginal Holder hereunder. (c) There Each certificate representing Shares shall be submitted stamped or otherwise imprinted with legends substantially similar to the CRA for review all instruments and other legal documents reasonably necessary following (in addition to review compliance with this Section 13any legend required under applicable state securities laws or the Company's Bylaws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to DeveloperCERTAIN REGISTRATION RIGHTS AGREEMENT BY AND 8. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents<PAGE> BETWEEN THE STOCKHOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. (d) Developer The Company shall pay be obligated to reissue promptly unlegended certificates at the CRA request of any Holder thereof if the actual costs Holder shall have obtained an opinion of time counsel (which counsel may be counsel to the Company) acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification and materials incurred legend. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the CRA in conjunction with the CRA review and prior written approval Company of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment an order of the Twenty Five Thousand appropriate blue sky authority authorizing such removal. (f) If a Holder [...***...], and, if known, [...***...]. Notwithstanding the foregoing, (i) [...***...] in connection with [...***...] and 00/100 Dollars ($25,000.00ii) by the Developer shall be a prerequisite with respect to [...***...] whether [...***...] with respect to [...***...] except to the CRA obligation to review any proposed Transfer Assignment Agreementextent that the information [...***...].

Restrictions on Transfer. Developer represents (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and agrees until the transferee thereof has agreed in writing for itself the benefit of the Company to take and its successors hold such Restricted Securities subject to, and assigns to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and: (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and the disposition is made in accordance with the registration statement; or (ii) The Holder shall have given prior written notice to the Company of the Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, the Holder shall have furnished the Company, at the Holder’s expense, with (i) evidence reasonably satisfactory to the Company that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except as so authorized in unusual circumstances. (b) Notwithstanding the provisions of Section 2.8(a), no such registration statement or “no action” letter shall be necessary for (i) a transfer not involving a change in beneficial ownership, or (ii) transactions involving the distribution without consideration of Restricted Securities by any Holder to (x) a parent, subsidiary or other affiliate of the Holder, if the Holder is a corporation, (y) any of the Holder’s partners, members or other equity owners, or retired partners, retired members or other equity owners, or to the estate of any of the Holder’s partners, members or other equity owners or retired partners, retired members or other equity owners, or (z) a venture capital fund that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, the Holder; provided, in each case, that the Holder shall give written notice to the Company of the Holder’s intention to effect such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition. (c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) that it shall not, prior be stamped or otherwise imprinted with a legend substantially similar to the completion following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN AN VOTING AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Project Restricted Securities in order to implement the restrictions on transfer Developer’s interest established in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents2.8. (d) Developer shall pay The first legend referring to federal and state securities laws identified in Section 2.8(c) stamped on a certificate evidencing the CRA Restricted Securities and the actual costs of time stock transfer instructions and materials incurred by record notations with respect to the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount Restricted Securities shall be paid in advance removed and the Company shall issue a certificate without such legend to the holder of Restricted Securities if (i) those securities are registered under the Securities Act, or (ii) the holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a reconciliation to sale or transfer of those securities may be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreementwithout registration or qualification.

Restrictions on Transfer. Developer represents (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and agrees until (x) the transferee thereof has agreed in writing for itself the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, except for transfers permitted under Section 2.8(b), and (y): (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) Such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, such Holder shall have furnished the Company, at its successors and assigns expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except as so authorized in unusual circumstances. (b) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) that it shall not, prior be stamped or otherwise imprinted with a legend substantially similar to the completion following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Project Restricted Securities in order to implement the restrictions on transfer Developer’s interest established in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment AgreementSection 2.8. (c) There The first legend referring to federal and state securities laws identified in Section 2.8(c) hereof stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to such Restricted Securities shall be submitted removed and the Company shall issue a certificate without such legend to the CRA for review all instruments and other legal documents holder of such Restricted Securities if (i) such securities are registered under the Securities Act, or (ii) such holder provides the Company with an opinion of counsel reasonably necessary acceptable to review compliance the Company to the effect that a public sale or transfer of such securities may be made without registration under the Securities Act, or (iii) such holder provides the Company with this Section 13. A copy reasonable assurances, which may, at the option of the instruments and other legal documentsCompany, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt include an opinion of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite counsel satisfactory to the CRA obligation Company, that such securities can be sold pursuant to review any proposed Transfer Assignment AgreementSection (k) of Rule 144 under the Securities Act.

Restrictions on Transfer. Developer represents This Debenture, and any Common Shares deliverable upon the conversion hereof, have not been registered under the Securities Act. The Holder by accepting this Debenture agrees that this Debenture and the shares of Common Stock to be acquired as interest on and upon conversion of this Debenture may not be assigned or otherwise transferred unless and until (i) the Company has received the opinion of counsel for itself and its successors and assigns the Holder that this Debenture or such shares may be sold pursuant to an exemption from registration under the Securities Act or (except as so authorized ii) a registration statement relating to this Debenture or such shares has been filed by the provisions Company and declared effective by the SEC. Each certificate for shares of Common Stock deliverable hereunder shall bear a legend as follows unless and until such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered for sale, sold or otherwise transferred except (i) pursuant to an effective registration statement under the Securities Act or (ii) pursuant to an exemption from registration under the Securities Act in respect of 9 ------------------- -------------------- Initials Initials which the issuer of this Agreement) that it shall not, prior to the completion certificate has received an opinion of the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing counsel satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all issuer of this certificate to such effect. Copies of the obligations agreement covering both the purchase of the successor Developer under securities and restrictions on their transfer may be obtained at no cost by written request made by the holder of record of this Agreement with respect certificate to the interest assigned and shall agree to abide by and be subject to all Secretary of the terms, conditions, obligations, reservations and restrictions to which issuer of this certificate at the transferor Developer is subject. As part principal executive offices of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor issuer of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreementcertificate. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement."

Restrictions on Transfer. Developer represents (a) Each Investor hereby agrees, severally and agrees for itself and its successors and assigns (not jointly, that, except as so authorized by the provisions in accordance with a registration statement filed pursuant to Section 5.2 of this Agreement, it will not dispose of any of such Investor's Shares (other than pursuant to Rule 144 promulgated under the Securities Act ("Rule 144") that it shall not, prior or pursuant to a registration statement filed with the SEC pursuant to the completion Securities Act) unless and until such Investor shall have (A) notified the Company of the Project proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition and (B) if requested by the Company, furnished the Company with an opinion of counsel, reasonably satisfactory in form and substance to the Company and the Company's counsel, to the effect that such disposition will not require registration under the Securities Act. The restrictions on transfer Developer’s interest imposed by this Section 4.2 shall cease and terminate as to the Shares held by an Investor when: (x) such Shares shall have been effectively registered under the Securities Act and sold by the holder thereof in accordance with such registration, or (y) on delivery of an opinion of the kind described in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or preceding sentence with respect to this Agreement without first obtaining such Shares. Each certificate evidencing the Shares shall bear an appropriate restrictive legend as set forth in Section 4.2(b), except that such legend shall not be required after a transfer is made in compliance with Rule 144 or pursuant to a registration statement or if the opinion of counsel referred to above is issued and provides that such legend is not required in order to establish compliance with any provisions of the Securities Act. The Company agrees that pursuant to the prior written approval of the CRAsentence, which approval the CRA may withhold it will, no later than five Business Days ("Business Day" shall mean any day banks are open for business in its sole and absolute discretion. The CRANew York, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: New York) following (a) Any proposed successor Developer shall have receipt by the business experience and reputationCompany's transfer agent of a certificate representing Shares issued with a restrictive legend, development track record and sufficient financial capacity to carry out accompanied by a certification of the obligations under this Agreement, as determined, Investor in form suitable for processing by the Company that a prospectus has been delivered (in the sole discretion case of the CRA. If proposed successor developer is an entitysale pursuant to prospectus, proof of existence a "Prospectus Letter") or customary supporting documentation, including legal opinion if required pursuant to Clause (B) above, "Supporting Documentation") and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, receipt by instrument in writing satisfactory the Company of notice of such delivery to the CRAtransfer agent and Prospectus Letter or Supporting Documentation, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all as the case may be (such notice to be sent by facsimile to the attention of the obligations Company's president and CEO at the fax number set forth in Section 8.6 hereof) deliver or cause to be delivered (evidence of deposit for next day delivery with a nationally recognized overnight delivery service shall be deemed delivery) to such Investor a certificate representing such Shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the successor Developer under Company that enlarge the restrictions on transfer set forth in this Agreement with respect Section. In the event the Prospectus Letter or Supporting Documentation is not in form suitable for processing by to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the TransferCompany, the Developer and proposed successor thereto five Business Days shall deliver an assignment and assumption agreement (“Assignment Agreement”) toll until the Company receives a Prospectus Letter or Supporting Documentation that is in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer suitable for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreementprocessing. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement.

Restrictions on Transfer. Developer represents The Holder acknowledges and understands that in the absence of an effective Registration Statement authorizing the resale of the Securities as provided herein, the Securities are "restricted securities" as defined in Rule 144 promulgated under the Act. The Holder understands that no disposition or transfer of the Securities may be made by Holder in the absence of (i) an opinion of counsel to the Holder, in form and substance reasonably satisfactory to the Company, that such transfer may be made without registration under the Securities Act or (ii) such registration. With a view to making available to the Holder the benefits of Rule 144 under the Securities Act or any other similar rule or regulation of the Commission that may at any time permit the Holder to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees for itself to: comply with the provisions of paragraph (c)(1) of Rule 144; and file with the Commission in a timely manner all reports and other documents required to be filed by the Company pursuant to Section 13 or 15(d) under the Exchange Act; and, if at any time it is not required to file such reports but in the past had been required to or did file such reports, it will, upon the request of any Holder, make available other information as required by, and so long as necessary to permit sales of, its successors Registrable Securities pursuant to Rule 144. Registration Rights With Respect to the Securities. The Company agrees that it will prepare and assigns file with the Securities and Exchange Commission ("Commission"), within forty-five (45) days after the date hereof, a registration statement (on Form ▇-▇, ▇-▇, or other appropriate form of registration statement) under the Securities Act (the "Registration Statement"), at the sole expense of the Company (except as provided in Section 3(c) hereof), so authorized as to permit a public offering and resale of the Securities under the Act by Holder. The Company shall use its best efforts to cause the Registration Statement to become effective within ninety (90) days from the date hereof, or, if earlier, within five (5) days of SEC clearance to request acceleration of effectiveness. If the Registration Statement is not declared effective by September 30, 2000, this Agreement and the Purchase Agreement shall terminate and the Company shall pay Investor the sum of $25,000 as liquidated damages. The number of shares designated in the Registration Statement to be registered shall be at least 2,500,000 and shall include appropriate language regarding reliance upon Rule 416 to the extent permitted by the Commission. The Company will notify Holder of the effectiveness of the Registration Statement within one Trading Day of such event. The Company will maintain the Registration Statement or post-effective amendment filed under this Section 3 hereof effective under the Securities Act until the earlier of (i) the date that none of the Securities are or may become issued and outstanding, (ii) the date that all of the Securities have been sold pursuant to the Registration Statement, (iii) the date the holders thereof receive an opinion of counsel to the Company, which counsel shall be reasonably acceptable to the Holder, that the Securities may be sold under the provisions of this AgreementRule 144 without limitation as to volume, (iv) that it all Securities have been otherwise transferred to persons who may trade such shares without restriction under the Securities Act, and the Company has delivered a new certificate or other evidence of ownership for such securities not bearing a restrictive legend, or (v) all Securities may be sold without any time, volume or manner limitations pursuant to Rule 144(k) or any similar provision then in effect under the Securities Act in the opinion of counsel to the Company, which counsel shall notbe reasonably acceptable to the Holder (the "Effectiveness Period"). All fees, disbursements and out-of-pocket expenses and costs incurred by the Company in connection with the preparation and filing of the Registration Statement under subparagraph 3(a) and in complying with applicable securities and Blue Sky laws (including, without limitation, all attorneys' fees of the Company) shall be borne by the Company. The Holder shall bear the cost of underwriting and/or brokerage discounts, fees and commissions, if any, applicable to the Securities being registered and the fees and expenses of its counsel. The Holder and its counsel shall have a reasonable period, not to exceed ten (10) Trading Days, to review the proposed Registration Statement or any amendment thereto, prior to filing with the completion Commission, and the Company shall provide each Holder with copies of any comment letters received from the Commission with respect thereto within two (2) Trading Days of receipt thereof. The Company shall make reasonably available for inspection by Holder, any underwriter participating in any disposition pursuant to the Registration Statement, and any attorney, accountant or other agent retained by such Holder or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Project transfer Developer’s interest in Company and its subsidiaries, and cause the Property Company's officers, directors and employees to supply all information reasonably requested by such Holder or any portion thereof and/or this Agreementsuch underwriter, attorney, accountant or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement agent in connection with the Registration Statement, in each case, as is customary for similar due diligence examinations; provided, however, that all records, information and documents that are designated in writing by the Company, in good faith, as confidential, proprietary or containing any financing material non-public information shall be kept confidential by such Holder and any such underwriter, attorney, accountant or agent (pursuant to an appropriate confidentiality agreement in the case of any such Holder or agent), unless such disclosure is made pursuant to judicial process in a court proceeding (after first giving the Company an opportunity promptly to seek a protective order or otherwise limit the scope of the information sought to be disclosed) or is required by law, or such records, information or documents become available to the public generally or through a third party not in violation of an accompanying obligation of confidentiality; and provided further that, if the foregoing inspection and information gathering would otherwise disrupt the Company's conduct of its business, such inspection and information gathering shall, to the maximum extent possible, be coordinated on behalf of the Holder and the other parties entitled thereto by one firm of counsel designed by and on behalf of the majority in interest of Holder and other parties. The Company shall qualify any of the securities for sale in such states as such Holder reasonably designates and shall furnish indemnification in the manner provided in Section 6 hereof. However, the Company shall not be required to qualify in any state which will require an escrow or other restriction relating to the Company and/or the sellers, or which will require the Company to qualify to do business in such state or require the Company to file therein any general consent to service of process. The Company at its expense will supply the Holder with copies of the Registration Statement and the prospectus included therein and other related documents in such quantities as may be reasonably requested by the Holder. The Company shall not be required by this Section 3 to include a Holder's Securities in any Registration Statement which is to be filed if, in the opinion of counsel for both the Holder and the Company (or, should they not agree, in the opinion of another counsel experienced in securities law matters acceptable to counsel for the ProjectHolder and the Company) the proposed offering or other transfer as to which such registration is requested is exempt from applicable federal and state securities laws and would result in all purchasers or transferees obtaining securities which are not "restricted securities", as defined in Rule 144 under the Securities Act. No provision contained herein shall preclude the Company from selling securities pursuant to any Registration Statement in which it is required to include Securities pursuant to this Section 3. If at any time or from time to time after the effective date of the Registration Statement, the Company notifies the Holder in writing of the existence of a Potential Material Event (hereinafteras defined in Section 3(g) below), collectively known as “Transfer”) the Holder shall not offer or sell any Securities or engage in any other mode transaction involving or form or relating to Securities, from the time of the giving of notice with respect to this Agreement without first obtaining the prior a Potential Material Event until such Holder receives written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing notice from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing satisfactory Company that such Potential Material Event either has been disclosed to the CRApublic or no longer constitutes a Potential Material Event; provided, in its sole discretionhowever, and in recordable form, shall, that if the Company so suspends the right to such holders of Securities for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least more than thirty (30) days prior to being executed by Developer and in the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possibleaggregate during any twelve month period, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay during the CRA periods the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation Registration Statement is required to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer in effect such excess periods shall be a prerequisite Registration Default, and shall entitle the Investor to receive Blackout Shares as provided in the Purchase Agreement. If a Potential Material Event shall occur prior to the CRA date the Registration Statement is filed, then the Company's obligation to review any proposed Transfer Assignment Agreementfile the Registration Statement shall be delayed without penalty for not more than thirty (30) days. The Company must give Holder notice in writing at least two (2) Trading Days prior to the first day of the blackout period, if lawful to do so.

Restrictions on Transfer. Developer represents (a) The Award LTIP Units granted hereunder and agrees for itself and its successors and assigns (except as so authorized by the provisions of this Agreement) that it shall not, prior to the completion common units of the Project transfer Developer’s interest Partnership into which such Award LTIP Units may be converted (the “Award Common Units”) may be sold, assigned, transferred, pledged, hypothecated, given away or in the Property or any portion thereof and/or this Agreementother manner disposed of, or suffer to be made encumbered, whether voluntarily or created, any total or partial assignment, sale, transfer, or encumbrance by operation of this Agreement law (excluding each such action a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or accordance with respect Section 6.5 of the Plan, so long as the Transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement without first obtaining and the prior written approval of the CRA, which approval the CRA may withhold in its sole Partnership Agreement and absolute discretion. The CRA, in its determination of whether to approve a Transfer, that subsequent Transfers shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under prohibited except those in accordance with this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be requiredSection 6. (b) Any proposed successor Developer, by instrument The right to Redemption (as defined in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement Partnership Agreement) may be exercised with respect to Award Common Units, and Award Common Units may be Transferred to the interest assigned Partnership or the Company in connection with the exercise thereof, in accordance with and shall agree to abide the extent otherwise permitted by and be subject to all the terms of the termsPartnership Agreement. Notwithstanding the foregoing, conditions, obligations, reservations and restrictions to which without the transferor Developer is subject. As part consent of the TransferGeneral Partner, the Developer and proposed successor thereto right to Redemption shall deliver an assignment and assumption agreement not be exercisable with respect to any Award Common Units until two (“Assignment Agreement”2) years after the Grant Effective Date; provided however, that the foregoing restriction shall not apply (i) if the right of Redemption is exercised in connection with a Change in Control (as defined in the Plan) or (ii) in connection with an LTIP Unit Forced Conversion in connection with a form and substance satisfactory to Capital Transaction as described in the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Partnership Agreement. (c) There shall Additionally, all Transfers of Award LTIP Units or Award Common Units must be submitted in compliance with all applicable securities laws (including, without limitation, the Securities Act (as defined in the Partnership Agreement)) and the applicable terms and conditions of the Partnership Agreement. In connection with any Transfer of Award LTIP Units or Award Common Units, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the CRA for review all instruments and other legal documents reasonably necessary to review Partnership, that such Transfer is in compliance with this Section 13. A copy of all federal and state securities laws (including, without limitation, the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documentsSecurities Act). (d) Developer shall pay the CRA the actual costs Any attempted Transfer of time and materials incurred by the CRA Award LTIP Units or Award Common Units not in conjunction accordance with the CRA review terms and prior written approval conditions of this Section 6 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Assignment Agreement under this AgreementAward LTIP Units or Award Common Units as a result of any such Transfer, including instruments shall otherwise refuse to recognize any such Transfer and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation any way give effect to be made after review and approval any such Transfer of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars Award LTIP Units or Award Common Units. ($25,000.00e) by the Developer shall be a prerequisite This Agreement is personal to the CRA obligation to review Grantee, is non-assignable and is not transferable in any proposed Transfer Assignment Agreementmanner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

Restrictions on Transfer. Developer represents (a) Each Stockholder agrees not to make any disposition of all or any portion of the Registrable Securities unless and agrees until: 3 (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) (A) The transferee has agreed in writing to be bound by the terms of this Agreement (unless the Company is, at the time of such transfer, subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, and such transfer is made pursuant to Rule 144), (B) such Stockholder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (C) if reasonably requested by the Company, such Stockholder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. Upon consummation of a transfer consistent with this Section 2.1(a)(ii), the transferee shall have all rights and obligations of a Stockholder with no further action required, subject to Section 2.10 of this Agreement. (iii) Notwithstanding the provisions of paragraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for itself and its successors and assigns a Permitted Transfer; provided that in each case the transferee will be subject to the terms of this Agreement to the same extent as if such transferee were the Stockholder hereunder provided that such transferee shall execute a counterpart signature page to this Agreement agreeing to be bound as a “Stockholder.” (except as so authorized b) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this the Agreement) that it shall not, prior be stamped or otherwise imprinted with a legend substantially similar to the completion of the Project transfer Developer’s interest following (in the Property or addition to any portion thereof and/or this Agreementlegend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement AS AMENDED (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as THE “TransferACT”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRAAND MAY NOT BE OFFERED, which approval the CRA may withhold in its sole and absolute discretion. The CRASOLD OR OTHERWISE TRANSFERRED, in its determination of whether to approve a TransferASSIGNED, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment AgreementPLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (c) There The Company shall be submitted obligated to reissue promptly unlegended certificates at the request of a Stockholder if such Stockholder shall (i) have obtained an opinion of counsel (which counsel may be counsel to the CRA for review all instruments and other legal documents Company) reasonably necessary acceptable to review compliance the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification or legend or (ii) have provided reasonable representations evidencing that such Stockholder satisfies the requirements of Rule 144 with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior respect to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documentsshares. (d) Developer Without limiting the foregoing, any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall pay the CRA the actual costs of time and materials incurred be removed upon receipt by the CRA in conjunction with the CRA review and prior written approval Company of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment an order of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreementappropriate blue sky authority authorizing such removal.

Restrictions on Transfer. Developer represents (a) On the Series 2014-2 Closing Date, the Issuer shall sell the Series 2014-2 Notes to the Initial Purchasers pursuant to the Series 2014-2 Note Purchase Agreement and agrees for itself deliver such Series 2014-2 Notes in accordance herewith and its successors and assigns (therewith. Thereafter, no Series 2014-2 Note may be sold, transferred or otherwise disposed of except as so authorized by in compliance with the provisions of this Agreementthe Indenture and except as follows: (i) to Persons that it shall notthe transferring Person reasonably believes are Qualified Institutional Buyers in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A promulgated thereunder (“Rule 144A”); (ii) in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”); (iii) [RESERVED]; or (iv) to a Person who is taking delivery of such Series 2014-2 Notes pursuant to a transaction that is otherwise exempt from the registration requirements of the Securities Act, prior as confirmed in an Opinion of Counsel by such Person or its transferor addressed to the completion of Indenture Trustee and the Project transfer Developer’s interest in Issuer, which counsel and opinion are satisfactory to the Property Indenture Trustee and the Issuer. The Indenture Trustee shall have no obligations or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or duties with respect to this Agreement without first obtaining the prior written approval determining whether any transfers of the CRASeries 2014-2 Notes are made in accordance with the Securities Act or any other law; provided that with respect to Definitive Notes, which approval the CRA may withhold Indenture Trustee shall enforce the applicable transfer restrictions in its sole and absolute discretion. The CRA, accordance with the terms set forth in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be requiredSection 206(a). (b) Any proposed Each purchaser (other than the Initial Purchasers) of the Series 2014-2 Notes (including any purchaser, other than the Initial Purchasers, of an interest in the Series 2014-2 Notes which are Global Notes) shall be deemed to have acknowledged and agreed as follows: (I) It is (A) a qualified institutional buyer as defined in Rule 144A (“Qualified Institutional Buyer”) and is acquiring such Series 2014-2 Notes for its own institutional account or for the account or accounts of a Qualified Institutional Buyer or (B) purchasing such Series 2014-2 Notes in a transaction exempt from registration under the Securities Act and in compliance with the provisions of this Supplement and in compliance with the legend set forth in clause (VI) below or (C) not a U.S. Person as defined in Regulation S (a “U.S. Person”) and is acquiring such Series 2014-2 Notes outside of the United States. (II) It is purchasing one or more Series 2014-2 Notes in an amount of at least $250,000 and it understands that such Series 2014-2 Notes may be resold, pledged or otherwise transferred only in an amount of at least $250,000. (III) It represents and warrants to the Issuer, the Indenture Trustee and the Initial Purchasers, that either (i) it is not acquiring any Series 2014-2 Note with the plan assets of a Benefit Plan or any other plan that is subject to a law that is similar to Title I of ERISA or Section 4975 of the Code or (ii) (a) the Series 2014-2 Notes are rated investment grade or better and such person believes that such Series 2014-2 Notes are properly treated as indebtedness without substantial equity features for purposes of the Plan Asset Regulations, and agrees to so treat such Notes and (b) the acquisition, holding and disposition of the applicable Series 2014-2 Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any similar applicable law. Alternatively, regardless of the rating of the Series 2014-2 Notes, such Person may provide the Indenture Trustee and the Issuer with an Opinion of Counsel, which Opinion of Counsel will not be at the expense of the Issuer, the Indenture Trustee, the Manager or any successor DeveloperManager which opines that the purchase, by instrument holding and transfer of such Series 2014-2 Note or interest therein is permissible under applicable law, will not constitute or result in writing a non exempt prohibited transaction under ERISA or Section 4975 of the Code or any similar applicable law, and will not subject the Issuer, the Indenture Trustee, the Manager or any successor Manager to any obligation in addition to those undertaken in the Indenture. (IV) It understands that the Series 2014-2 Notes are being transferred to it in a transaction not involving any public offering within the meaning of the Securities Act, and that, if in the future it decides to resell, pledge or otherwise transfer any Series 2014-2 Notes, such Series 2014-2 Notes may be resold, pledged or transferred only in accordance with applicable state securities laws and (1) in a transaction meeting the requirements of Rule 144A, to a Person that the seller reasonably believes is a Qualified Institutional Buyer that purchases for its own account (or for the account or accounts of a Qualified Institutional Buyer) and to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (2) to a Person that is taking delivery of such Series 2014-2 Notes pursuant to a transaction that is otherwise exempt from the registration requirements of the Securities Act, as confirmed in an opinion of counsel addressed to the Indenture Trustee, the Issuer and the transferor, which counsel and opinion are satisfactory to the CRAIndenture Trustee, the Issuer and the transferor, or (3) in its sole discretionan offshore transaction in accordance with Rule 903 or 904 of Regulation S. (V) It is not a Competitor. (VI) It understands that each Series 2014-2 Note shall bear a legend substantially to the following effect: (VII) Each investor described in Section 206(a)(ii) understands that the Series 2014-2 Notes have not and will not be registered under the Securities Act, and in recordable formthat any offers, shall, for itself and its successors and assigns expressly assume all sales or deliveries of the obligations of Series 2014-2 Notes purchased by it in the successor Developer under this Agreement with respect United States or to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement U.S. Persons prior to the date that is 40 days after the later of (i) the commencement of the Assignment Agreementdistribution of the Series 2014-2 Notes and (ii) the Series 2014-2 Closing Date, may constitute a violation of United States law, and that distributions of principal and interest will be made in respect of such Notes only following the delivery by the holder of a certification of non-U.S. beneficial ownership or the exchange of beneficial interest in Temporary Regulation S Global Notes for beneficial interests in the related Permanent Regulation S Global Notes (which in each case will itself require a certification of non-U.S. beneficial ownership), at the times and in the manner set forth in this Supplement. (VIII) The Temporary Regulation S Global Notes representing the Series 2014-2 Notes sold to each investor described in Section 206(a)(B) will bear a legend to the following effect, unless the Issuer determines otherwise consistent with Applicable Law: (IX) The Indenture Trustee shall not permit the transfer of any Series 2014-2 Notes unless such transfer complies with the terms of the foregoing legends and, in the case of a transfer to a Person other than a Qualified Institutional Buyer, upon delivery of an Opinion of Counsel satisfactory to the Indenture Trustee, the Issuer and the Transferor, to the effect that the transferee is taking delivery of the Series 2014-2 Notes in a transaction that is otherwise exempt from the registration requirements of the Securities Act, which counsel and opinion are satisfactory to the Indenture Trustee, the Issuer and the Transferor. (c) There shall be submitted to A document substantially in the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy form of the instruments and other legal documentsExhibit(s) B through F hereto, including the Assignment Agreementas appropriate, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed completed in connection with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment transfer of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment AgreementSeries 2014-2 Notes.

Restrictions on Transfer. Developer represents and agrees for itself and its successors and assigns (except as so authorized by the provisions of this Agreement) that it shall not, prior to the completion of the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Except for Transfers to a Permitted Transferee, no Class D Stockholder shall Transfer any share of Class D Stock owned by such Class D Stockholder except in accordance with the terms of this Certificate of Incorporation. Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity Transfer or attempt to carry out the obligations under this Agreement, as determined, Transfer any share of Class D Stock in the sole discretion violation of the CRA. If proposed successor developer is an entity, proof terms and conditions of existence and good standing from the state this Certificate of origination as well as Florida Incorporation shall be requirednull and void and of no force and effect, the transferee thereof shall not be deemed to be the registered holder thereof nor entitled to any rights with respect thereto, and the Corporation shall refuse to Transfer any such share of Class D Stock on its books to such alleged transferee. (b) Any No Stockholder shall Transfer any shares of Stock unless such Transfer complies with the conditions specified in this Section 3(b), which are intended to ensure compliance with the provisions of the Securities Act. Prior to any Transfer, the holder of the shares of Stock proposed successor Developerto be Transferred shall give written notice to the Corporation of such holder's intention to effect such Transfer. Each such notice shall describe the manner and circumstances of the proposed Transfer in sufficient detail, and, if requested by instrument in writing the Corporation, shall be accompanied by either (i) a written opinion of legal counsel who is reasonably satisfactory to the CRACorporation, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect addressed to the interest assigned Corporation and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) reasonably satisfactory in a form and substance satisfactory to the CRA Corporation's counsel, to the effect that the proposed Transfer may be effected without registration under the Securities Act and its legal counsel which shall contain an indemnification and hold harmless provision qualification under applicable state securities laws, or (ii) a "no action" letter from the SEC to the effect that the Transfer of such securities without registration under the Securities Act will not result in a recommendation by the Developer in favor staff of the CRA SEC that action be taken with respect thereof, or a combination of (i) and (ii) above, whereupon the holder of such shares of Stock shall be entitled to Transfer such shares in accordance with the terms of this Certificate and the successor to Developer for any liabilities and obligations as written notice delivered by the Developer under this Agreement prior holder to the date Corporation. Each certificate evidencing the shares of Stock Transferred as above provided shall bear the Assignment Agreement. (cappropriate restrictive legend set forth in Section 9, provided that, following the Initial Public Offering, such certificates shall bear the legend set forth in Section 9 or another legend only if, in the opinion of counsel to the Corporation, the imposition of such legend is required under the Securities Act or other applicable law. Any purported Transfer in violation of this Section 3(b) There shall be submitted null and void and of no force or effect, and the Corporation shall not record any such Transfer on its stock transfer books. The restrictions on Transfer contained in this Section 3(b) shall not apply to Transfers of shares of Stock (i) in the CRA for review all instruments and other legal documents reasonably necessary to review Initial Public Offering; or (ii) following the Initial Public Offering, provided that such Transfer is made in compliance with this Section 13. A copy of the instruments Securities Act and other legal documents, including applicable state securities laws and in accordance with any restrictions on transfer contained in any restrictive legend set forth on the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of certificates representing such instruments and documentsshares. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement.

Restrictions on Transfer. Developer (a) The Holder (i) represents and agrees for itself and its successors and assigns (except as so authorized by the provisions of this Agreement) that it shall not, prior to is an "accredited investor" within the completion meaning of the Project transfer Developer’s interest in Securities Act and the Property rules and regulations promulgated thereunder, (ii) represents that it has received adequate information about the Company to determine the advisability of a purchase of the Company's securities, (iii) represents that it is acquiring the Warrants and will acquire any Warrant Shares for its own account for investment and not with a view to any distribution or any portion thereof and/or this Agreementpublic offering within the meaning of the Securities Act, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or except with respect to this Agreement without first obtaining Warrant Shares, pursuant to the prior written approval registration of the CRAoffer and sale thereof under the Securities Act, which approval (iv) acknowledges that the CRA may withhold in Warrants and any Warrant Shares issuable upon exercise thereof have not been registered under the Securities Act and (v) agrees that it will not sell or otherwise transfer any of its sole Warrants or Warrant Shares except pursuant to the terms and absolute discretion. The CRAconditions specified herein and that it will cause any permitted transferee thereof to agree to take and hold the same subject to the terms and conditions specified herein (including, in its determination of whether to approve a Transferwithout limitation, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be requiredSection 13(c)). (b) Any proposed successor DeveloperExcept as provided in Section 13(d), by instrument in writing satisfactory each Warrant Certificate and each certificate for the Warrant Shares issued to the CRAHolder or to a subsequent transferee thereof pursuant to Section 13(c) shall include a legend in substantially the following form (with such changes therein as may be appropriate to reflect whether such legend refers to Warrants or Warrant Shares); provided, however, that such legend shall not be required if such transfer is being made in its sole discretion, and connection with a sale which is exempt from registration pursuant to Rule 144 under the Securities Act or other applicable exemption from registration or if the opinion of counsel referred to in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect Section 13(c) is to the interest assigned and shall agree further effect that neither such legend nor the restrictions on transfer in this Section 13 are required in order to abide by and be subject to all of ensure compliance with the termsSecurities Act: THE WARRANTS AND SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, conditionsAS AMENDED, obligationsOR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT OR LAW. SUCH WARRANTS AND SHARES MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN AND ARE SUBJECT TO OTHER PROVISIONS OF THE WARRANT AGREEMENT, reservations and restrictions to which the transferor Developer is subject. As part of the TransferDATED AS OF MAY 3, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement 2000, BETWEEN THE COMPANY AND CERTAIN HOLDERS (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment AgreementAS SUCH AGREEMENT MAY BE SUPPLEMENTED, MODIFIED, AMENDED OR RESTATED FROM TIME TO TIME), A COMPLETE AND CORRECT COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE. (c) There Prior to any assignment, transfer or sale of any Warrant or any Warrant Shares , the holder thereof shall be submitted give written notice to the CRA for review all instruments Company of such holder's intention to effect such assignment, transfer or sale, which notice shall set forth the date of such proposed assignment, transfer or sale and other legal documents reasonably necessary to review compliance with this Section 13. A copy the identity of the instruments proposed transferee. Each holder wishing to effect such a transfer of any Warrant or Warrant Shares shall also furnish to the Company an agreement by the transferee thereof that it is taking and other legal documentsholding the same subject to the terms and conditions specified herein and a written opinion of such holder's counsel, including in form reasonably satisfactory to the Assignment AgreementCompany, shall be provided to the CRA for review and approval at least thirty (30) days prior to being executed by Developer and effect that the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documentstransfer may be effected without registration under the Securities Act. (d) Developer The restrictions set forth in this Section 13 shall pay terminate and cease to be effective with respect to any Warrants or Warrant Shares when the CRA offer and sale of which are registered under the actual costs of time and materials incurred Securities Act or upon receipt by the CRA Company of an opinion of counsel knowledgeable as to securities matters, in conjunction form reasonably satisfactory to the Company, to the effect that compliance with such restrictions is not necessary in order to comply with the CRA review Securities Act with respect to the transfer of the Warrants and prior written approval the Warrant Shares; provided, however, that after two years from the date of issuance of any Assignment Agreement Warrants (or such shorter period as may be provided by Rule 144(k) promulgated under this Agreementthe Securities Act), including instruments such restrictions shall automatically terminate with respect to the Holder if not an Affiliate of the Company(without the necessity of any opinion of counsel) as to such Warrants and other legal documents which costs as to any Warrant Shares issued in respect of such Warrants upon exercise of the Conversion Right set forth in Section 5(b). Whenever such restrictions shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount so terminate the holder of such Warrants and/or Warrant Shares shall be paid entitled to receive from the Company, without expense (other than transfer taxes, if any), Warrant Certificates or certificates for such Warrant Shares not bearing the legend set forth in advance with a reconciliation to be made after review and approval of Section 13(b), at which time the Company will rescind any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreementtransfer restrictions relating thereto.

Restrictions on Transfer. Developer represents and agrees for itself and its successors and assigns (except a) Except as so authorized by the provisions of this Agreement) that it shall notset forth below, prior to the completion second anniversary of the Project transfer Developer’s interest in date hereof, Williams and its Permitted Transferees shall not Transfer any Share▇ ▇▇▇▇▇▇ (i) to a Permitted Transferee, (ii) pursuant to an effective registration statement filed with the Property Commission (including a registration statement contemplated by the Registration Rights Agreement) or (iii) to any portion thereof and/or other stockholder of the Company who is bound by the terms of this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any Following the second anniversary hereof and subject to the other terms of this Agreement, Williams and its Permitted Transferees may, subject to applicable l▇▇, ▇▇▇▇sfer any Shares to any Person, provided that if such Transferee is not a Permitted Transferee then such Transferee must, to the extent it becomes a party to this Agreement, agree that it waives and otherwise has no rights under Section 4.2(b). Subject to the other terms of this Agreement, after the date hereof, the Other Stockholders and their respective Permitted Transferees may, subject to applicable law, Transfer any Shares to any Person. Prior to any Transfer of Shares by Williams, an Other Stockholder or their Permitted Transferees which ▇▇ ▇▇▇ registered under the Securities Act, the proposed successor Developertransferor shall give written notice to the Company of such transferor's intention to effect such Transfer. Each such notice shall describe the manner of the proposed Transfer. If within three (3) Business Days after receipt by the Company of such notice, by instrument the Company requests in writing an opinion of counsel for such transferor that the proposed Transfer may be effected without registration of such Shares under the Securities Act, then prior to Transferring such Shares, such transferor shall provide the Company an opinion of counsel (which counsel and opinion shall each be reasonably satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all Company) that such Transfer may be effected without registration of such Shares under the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment AgreementSecurities Act. (c) There No Transfer provided in the foregoing clauses (a) and (b) of this Section 2.2 (other than pursuant to an effective registration statement filed with the Commission) shall be submitted permitted unless (i) the certificates representing such Shares issued to the CRA for review all instruments Transferee bear the legend provided in Section 2.3 and (ii) the Transferee (if not already a party hereto) has executed and delivered to each other legal documents party hereto, as a condition precedent to such Transfer, an instrument or instruments, reasonably necessary satisfactory to review compliance with this Section 13. A copy of the instruments and other legal documentsCompany, including confirming that the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA Transferee agrees to diligently proceed with and complete its review and approval be bound by the terms of this Agreement in the same manner as soon such Transferee's transferor, except as possible, but otherwise provided in no event sooner than fifteen (15) days after receipt of such instruments and documentsthis Agreement. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of The Company agrees that it will not unreasonably deny any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with request for a reconciliation to be made after review and approval of any Assignment Agreement. The payment waiver of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) restrictions set forth in this Section 2.2 made by Williams, the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment AgreementOther Stockholders or their respective Permitted Tran▇▇▇▇▇▇▇.

Restrictions on Transfer. Developer represents and agrees for itself and its successors and assigns (except a) Except as so authorized otherwise permitted by the provisions of this Agreement) that it shall notAdministrator, prior to the completion none of the Project transfer Developer’s interest Award AOLTIP Units granted hereunder nor any of the Award Common Units shall be sold, assigned, transferred, pledged, hypothecated, given away or in the Property or any portion thereof and/or this Agreementother manner disposed of, or suffer to be made encumbered, whether voluntarily or created, any total or partial assignment, sale, transfer, or encumbrance by operation of this Agreement law (excluding each such action a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) and the Redemption Right (as defined in any other mode or form or the LP Agreement) may not be exercised with respect to the Award Common Units, provided that, for Award AOLTIP Units (and any Award Common Units into which such Award AOLTIP Units may be converted), at any time after the date that (i) such Award AOLTIP Units vest, (ii) is two (2) years after the Grant Date and (iii) is after the earlier of (I) one year after such Award AOLTIP Units satisfied the service-based vesting requirements set forth in this Agreement, (II) the termination of the Participant’s employment with the Employer or (III) a Change in Control, (A) such Award AOLTIP Units or Award Common Units may be Transferred to a charity or to the Participant’s Family Members (as defined below) by gift or domestic relations order, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement without first obtaining and that subsequent Transfers shall be prohibited except those in accordance with this Section 9 and (B) the prior written approval Redemption Right may be exercised with respect to such Award Common Units, and such Award Common Units may be Transferred to the Partnership or the Company in connection with the exercise of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRARedemption Right, in accordance with and to the extent otherwise permitted by the terms of the LP Agreement. Additionally, all Transfers of Award AOLTIP Units or Award Common Units must be in compliance with all applicable securities laws (including, without limitation, the Securities Act of 1933, as amended, the “Securities Act”) and the applicable terms and conditions of the LP Agreement. In connection with any Transfer of Award AOLTIP Units or Award Common Units, the Partnership may require the Participant to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Any attempted Transfer of Award AOLTIP Units or Award Common Units not in accordance with the terms and conditions of this Section 9 shall be null and void, and the Partnership shall not reflect on its determination records any change in record ownership of whether to approve any Award AOLTIP Units or Award Common Units as a result of any such Transfer, shall be entitled otherwise refuse to require, as conditions to granting recognize any such prior approvalTransfer and shall not in any way give effect to any such Transfer of any Award AOLTIP Units or Award Common Units. Except as otherwise provided herein, that: (a) Any proposed successor Developer shall have this Agreement is personal to the business experience Participant, is non-assignable and reputationis not transferable in any manner, development track record by operation of law or otherwise, other than by will or the laws of descent and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be requireddistribution. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all For purposes of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement.“

Restrictions on Transfer. Developer represents This Debenture, and any Common Shares deliverable upon the conversion hereof, have not been registered under the Securities Act. The Holder by accepting this Debenture agrees that this Debenture and the shares of Common Stock to be acquired as interest on and upon conversion of this Debenture may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for itself and its successors and assigns the Company that this Debenture or such shares may be sold pursuant to an exemption from registration under the Securities Act or (except as so authorized ii) a registration statement relating to this Debenture or such shares has been filed by the provisions Company and declared effective by the SEC. Each certificate for shares of Common Stock deliverable hereunder shall bear a legend as follows unless and until such securities have been sold pursuant to an effective registration statement under the Securities Act: “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The securities may not be offered for sale, sold or otherwise transferred except (i) pursuant to an effective registration statement under the Securities Act or (ii) pursuant to an exemption from registration under the Securities Act in respect of which the issuer of this Agreement) that it shall not, prior to the completion certificate has received an opinion of the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing counsel satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all issuer of this certificate to such effect. Copies of the obligations agreement covering both the purchase of the successor Developer under securities and restrictions on their transfer may be obtained at no cost by written request made by the holder of record of this Agreement with respect certificate to the interest assigned and shall agree to abide by and be subject to all Secretary of the terms, conditions, obligations, reservations and restrictions to which issuer of this certificate at the transferor Developer is subject. As part principal executive offices of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor issuer of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreementcertificate. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement.” ___________________ Initials ____________________ Initials

Restrictions on Transfer. Developer represents Seller agrees not to make any transfer or disposition of all or any portion of the Common Stock issued as consideration pursuant to this Agreement unless and until: (a) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) (A) the transferee has provided a written representation reasonably satisfactory to Seller that such transferee is an accredited investor, as such term is defined in Rule 501 promulgated under the Securities Act, and agrees for itself to be bound by the terms of this Agreement, (B) the Seller shall have notified Purchaser of the proposed disposition and shall have furnished Purchaser with a reasonably detailed statement of the circumstances surrounding the proposed disposition and (C) Seller shall have furnished Purchaser with an opinion of counsel, reasonably satisfactory to Purchaser, that such disposition will not require registration of such shares under the Securities Act; provided, that, routine sales under Rule 144 promulgated under the Securities Act shall not require the delivery of such an opinion by Seller; Purchaser shall, as soon as reasonably practicable following receipt of notice of such sale, instruct its successors and assigns transfer agent to effect such transactions. Each certificate or warrant representing Securities shall (except as so authorized unless otherwise permitted by the provisions of this the Agreement) that it shall not, prior be stamped or otherwise imprinted with a legend substantially similar to the completion of the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreementfollowing: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, or suffer to be made or createdAS AMENDED, any total or partial assignmentAND MAY NOT BE SOLD, saleTRANSFERRED, transferASSIGNED, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafterPLEDGED, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRAOR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, which approval the CRA may withhold in its sole and absolute discretion. The CRAOR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be requiredTHAT SUCH REGISTRATION IS NOT REQUIRED. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement."

Restrictions on Transfer. Developer represents (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8 and with the transfer restrictions set forth in that certain Amended and Restated Right of First Refusal and Co-Sale Agreement, dated the date hereof. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for itself the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and: (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and the disposition is made in accordance with the registration statement; or (ii) The Holder shall have given prior written notice to the Company of the Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, the Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel reasonably satisfactory to the Company to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (b) Notwithstanding the provisions of Section 2.8(a), no such registration statement or opinion of counsel or “no action” letter shall be necessary for (i) a transfer not involving a change in beneficial ownership, or (ii) transactions involving the distribution without consideration of Restricted Securities by any Holder to (x) a parent, subsidiary or other Affiliate of the Holder, if the Holder is an entity, (y) any of the Holder’s partners, members or other equity owners, or retired partners, retired members or other equity owners, or to the estate of any of the Holder’s partners, members or other equity owners or retired partners, retired members or other equity owners, or (z) a venture capital or investment fund that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company or (for purposes of Investors organized in the British Isles or Jersey) advisory company with, the Holder; provided, in each case, that the Holder shall give written notice to the Company of the Holder’s intention to effect such disposition, shall have Table of Contents furnished the Company with a detailed description of the manner and circumstances of the proposed disposition. (c) Notwithstanding the provisions of Section 2.8(a) and 2.8(b), no Holder shall transfer any Restricted Securities to (a) any entity which, in the reasonable determination of the Board of Directors, directly or indirectly competes with the Company (it being acknowledged that if such entity is a professional investment fund, such entity shall not be deemed to be or become a direct competitor of the Company as a result of investing in one or more portfolio companies which may be deemed competitive with the Company’s business (as currently conducted or as currently proposed to be conducted)) (a “Competitor”); or (b) any customer, distributor or supplier of the Company, if the Board of Directors should determine that such transfer would result in such customer, distributor or supplier receiving information that would place the Company at a competitive disadvantage with respect to such customer, distributor or supplier; provided however that Roche Finance Ltd may transfer its successors and assigns shares to any of its Affiliates that is not engaged in the development of vaccines against infectious agents, other than through a minority investment in a portfolio company that is engaged in the development of vaccines against infectious agents. (except as so authorized d) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) that it shall not, prior be stamped or otherwise imprinted with a legend substantially similar to the completion of the Project transfer Developer’s interest following (in the Property or addition to any portion thereof and/or this Agreementlegend required under applicable state securities laws): “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, or suffer to be made or createdAS AMENDED (THE “ACT”), any total or partial assignmentOR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, saleSOLD OR OTHERWISE TRANSFERRED, transferPLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, or encumbrance of this Agreement SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (excluding a collateral assignment of this Agreement in connection with any financing for the Project1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT, AND (hereinafter2) VOTING RESTRICTIONS AS SET FORTH IN A VOTING AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, collectively known as “TransferCOPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY.”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (ae) Any proposed successor Developer shall have The first legend referring to federal and state securities laws identified in Section 2.8(d) stamped on a certificate evidencing the business experience Restricted Securities and reputation, development track the stock transfer instructions and record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement notations with respect to the interest assigned Restricted Securities shall be removed and the Company shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in issue a form and substance satisfactory certificate without such legend to the CRA and its legal holder of Restricted Securities if (i) those securities are registered under the Securities Act, or (ii) the holder provides the Company with an opinion of counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior reasonably acceptable to the date of the Assignment Agreement. (c) There shall be submitted Company to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy effect that a sale or transfer of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to those securities may be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreementwithout registration or qualification.

Restrictions on Transfer. Developer represents (a) The holder of each certificate representing Specified Securities by acceptance thereof agrees to comply in all material respects with the provisions of this Section 2.1. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Specified Securities, or any beneficial interest therein, except in the case of a transfer by a Holder to its Affiliates, unless and agrees until (x) the transferee thereof has agreed in writing for itself the benefit of the Company to take and its successors hold such Specified Securities subject to, and assigns to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.1 or (except as so authorized y): (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) Such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company, at the Company’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Specified Securities under the Securities Act or (ii) a “no action” letter from the SEC to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto, whereupon the holder of such Specified Securities shall be entitled to transfer such Specified Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144. (b) Each certificate representing Specified Securities shall (unless otherwise permitted by the provisions of this Agreement) that it shall not, prior be stamped or otherwise imprinted with a legend substantially similar to the completion following (in addition to any legend required under applicable state securities laws) or required under the terms of any other agreement related to the issuance of the Project Series A Preferred Stock pursuant to the Purchase Agreement: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE ISSUER AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE ISSUER. The Holders consent to the Company making a notation on its records and giving instructions to any transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval agent of the CRA, which approval Restricted Securities in order to implement the CRA may withhold restrictions on transfer established in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment AgreementSection 2.1. (c) There The first legend referring to federal and state securities laws identified in Section 2.1(b) hereof stamped on a certificate evidencing the Specified Securities and the stock transfer instructions and record notations with respect to such Specified Securities shall be submitted removed and the Company shall issue a certificate without such legend to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt holder of such instruments and documents. Specified Securities if (di) Developer shall pay such securities are registered under the CRA Securities Act, or (ii) such holder provides the actual costs Company with an opinion of time and materials incurred by counsel reasonably acceptable to the CRA in conjunction with Company to the CRA review and prior written approval effect that a public sale or transfer of any Assignment Agreement such securities may be made without registration under this Agreementthe Securities Act, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars or ($25,000.00iii) which amount shall be paid in advance such holder provides the Company with a reconciliation certification by such holder that such securities can be sold pursuant to be made after review and approval of any Assignment Agreement. The payment of Rule 144 under the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment AgreementSecurities Act.

Restrictions on Transfer. Developer represents 5.1 Participant hereby acknowledges that none of the Bonus Shares may be sold, exchanged, assigned, transferred, pledged, hypothecated, gifted or otherwise disposed of (collectively, "disposed of") until such time as the Bonus Shares have become Vested Shares and agrees for itself payment of any Withholding Tax with respect to such Vested Shares has been made. Participant further acknowledges that there may be a period of administrative delay between the date on which the Bonus Shares become Vested Shares and its successors and assigns (except as so authorized the date on which such Vested Shares may be disposed of by the provisions Participant. Unvested Shares may be transferred to a "family member" as defined in and pursuant to the terms and conditions set forth in Section A.1.a.5 of the General Instructions to Form S-8 promulgated under the Securities Act of 1933, as amended, as such provision may be amended from time to time, on such terms and conditions as may be determined by the Human Resources Department. 5.2 Participant shall not dispose of the Bonus Shares acquired, or any portion thereof, at any time, unless the disposition complies with the Securities Act of 1933, as amended, and the regulations of the Securities and Exchange Commission thereunder, any other applicable securities law, and the terms of this Agreement) , the Stock Incentive Plan and the UK Sub-Plan. Participant further agrees that it shall not, prior the Company may direct its transfer agent to refuse to register the completion transfer of the Project transfer Developer’s interest in the Property or any portion thereof and/or Bonus Shares underlying this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determinedBonus Shares Award which, in the sole discretion opinion of the CRA. If proposed successor developer is an entityCompany's counsel, proof constitutes a violation of existence and good standing from any applicable securities laws then in effect or the state terms of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement. (c) There shall be submitted 5.3 Any certificate representing Unvested Shares shall, unless the Board Committee determines otherwise, bear a legend substantially as follows: "The sale or other transfer of the shares of stock represented by this certificate is subject to certain restrictions set forth in the CRA for review all instruments Federated Investors, Inc. Stock Incentive Plan, administrative rules adopted pursuant to such Plan and other legal documents reasonably necessary to review compliance with this Section 13. a Bonus Restricted Stock Program Award Agreement between the registered owner and Federated Investors, Inc. A copy of the instruments Plan, such rules and other legal documentssuch agreement may be obtained from the Secretary of Federated Investors, including Inc." The Participant further acknowledges and understands that the Assignment Agreementcertificate(s) representing the Bonus Shares issued hereunder may bear such additional legend(s) as the Company deems appropriate in order to assure compliance with applicable securities laws. Any book entry account for the Unvested Shares will be restricted and subject to stop orders. 5.4 If certificates representing Unvested Shares are issued, they shall be provided retained in the CRA for review and approval at least thirty (30) days prior Company’s custody. Within a reasonable time after the Unvested Shares become Vested Shares, all restrictions or stop orders applicable to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount Vested Shares shall be paid removed and, in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer event that certificates have been issued, legends shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreementremoved.

Restrictions on Transfer. Developer represents This Debenture, and any Common Shares deliverable upon the conversion hereof, have not been registered under the Securities Act. The Holder by accepting this Debenture agrees that this Debenture and the shares of Common Stock to be acquired as interest on and upon conversion of this Debenture may not be assigned or otherwise transferred unless and until (i) the Company has received the opinion of counsel for itself and its successors and assigns (except as so authorized the Holder that this Debenture or such shares may be sold pursuant to an exemption from registration under the Securities Act, provided that the Company will not require opinions of counsel for transactions involving transfers to Affiliates of the Holder or pursuant to Rule 144 promulgated by the provisions SEC under the Securities Act, except in unusual circumstances, or (ii) a registration statement relating to this Debenture or such shares has been filed by the Company and declared effective by the SEC. Each certificate for shares of Common Stock deliverable hereunder shall bear a legend as follows unless and until such securities have been sold pursuant to an effective registration statement under the Securities Act: “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The securities may not be offered for sale, sold or otherwise transferred except (i) pursuant to an effective registration statement under the Securities Act or (ii) pursuant to an exemption from registration under the Securities Act in respect of which the issuer of this Agreement) that it shall not, prior to the completion certificate has received an opinion of the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing counsel reasonably satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all issuer of this certificate to such effect unless sold pursuant to Rule 144 under the Securities Act. Copies of the obligations agreement covering both the purchase of the successor Developer under securities and restrictions on their transfer may be obtained at no cost by written request made by the holder of record of this Agreement with respect certificate to the interest assigned and shall agree to abide by and be subject to all Secretary of the terms, conditions, obligations, reservations and restrictions to which issuer of this certificate at the transferor Developer is subject. As part principal executive offices of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor issuer of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreementcertificate. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement.” Initials Initials

Restrictions on Transfer. Developer (a) The Holder (i) represents and agrees for itself and its successors and assigns (except as so authorized by the provisions of this Agreement) that it shall not, prior to is an "accredited investor" within the completion meaning of the Project transfer Developer’s interest in Securities Act and the Property rules and regulations promulgated thereunder, (ii) represents that it has received adequate information about the Company to determine the advisability of a purchase of the Company's securities, (iii) represents that it is acquiring the Warrants and will acquire any Warrant Shares for its own account for investment and not with a view to any distribution or any portion thereof and/or this Agreementpublic offering within the meaning of the Securities Act, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or except with respect to this Agreement without first obtaining Warrant Shares, pursuant to the prior written approval registration of the CRAoffer and sale thereof under the Securities Act, which approval (iv) acknowledges that the CRA may withhold in Warrants and any Warrant Shares issuable upon exercise thereof have not been registered under the Securities Act and (v) agrees that it will not sell or otherwise transfer any of its sole Warrants or Warrant Shares except pursuant to the terms and absolute discretion. The CRAconditions specified herein and that it will cause any permitted transferee thereof to agree to take and hold the same subject to the terms and conditions specified herein (including, in its determination of whether to approve a Transferwithout limitation, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be requiredSection 13(c)). (b) Any proposed successor DeveloperExcept as provided in Section 13(d), by instrument in writing satisfactory each Warrant Certificate and each certificate for the Warrant Shares issued to the CRAHolder or to a subsequent transferee thereof pursuant to Section 13(c) shall include a legend in substantially the following form (with such changes therein as may be appropriate to reflect whether such legend refers to Warrants or Warrant Shares); provided, however, that such legend shall not be required if such transfer is being made in its sole discretion, and connection with a sale which is exempt from registration pursuant to Rule 144 under the Securities Act or if the opinion of counsel referred to in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect Section 13(c) is to the interest assigned and shall agree further effect that neither such legend nor the restrictions on transfer in this Section 13 are required in order to abide by and be subject to all of ensure compliance with the termsSecurities Act: THE WARRANTS AND SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, conditionsAS AMENDED, obligationsOR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT OR LAW. SUCH WARRANTS AND SHARES MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN AND ARE SUBJECT TO OTHER PROVISIONS OF THE WARRANT AGREEMENT, reservations and restrictions to which the transferor Developer is subject. As part of the TransferDATED AS OF MARCH 2, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement 2000, BETWEEN THE COMPANY AND CERTAIN HOLDERS (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment AgreementAS SUCH AGREEMENT MAY BE SUPPLEMENTED, MODIFIED, AMENDED OR RESTATED FROM TIME TO TIME), A COMPLETE AND CORRECT COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE. (c) There Prior to (or promptly after, in the case of a transfer to an Affiliate) any assignment, transfer or sale of any Warrant or any Warrant Shares (other than a transfer among the Holder and/or its Affiliates), the holder thereof shall be submitted give written notice to the CRA for review all instruments Company of such holder's intention to effect such assignment, transfer or sale, which notice shall set forth the date of such proposed assignment, transfer or sale and other legal documents reasonably necessary to review compliance with this Section 13. A copy the identity of the instruments proposed transferee. Each holder wishing to effect such a transfer of any Warrant or Warrant Shares shall also furnish to the Company an agreement by the transferee thereof that it is taking and other legal documentsholding the same subject to the terms and conditions specified herein and, including unless the Assignment Agreementtransferee is an affiliate (as defined in the Securities Exchange Act of 1934, shall be provided as amended) of such holder, a written opinion of such holder's counsel, in form reasonably satisfactory to the CRA for review and approval at least thirty (30) days prior Company, to being executed by Developer and the effect that the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documentstransfer may be effected without registration under the Securities Act. (d) Developer The restrictions set forth in this Section 13 shall pay terminate and cease to be effective with respect to any Warrants or Warrant Shares the CRA offer and sale of which are registered under the actual costs of time and materials incurred Securities Act or upon receipt by the CRA Company of an opinion of counsel knowledgeable as to securities matters, in conjunction form reasonably satisfactory to the Company, to the effect that compliance with such restrictions is not necessary in order to comply with the CRA review Securities Act with respect to the transfer of the Warrants and prior written approval the Warrant Shares; provided, however, that after two years from the date of issuance of any Assignment Agreement Warrants (or such shorter period as may be provided by Rule 144(k) promulgated under this Agreementthe Securities Act), including instruments such restrictions shall automatically terminate with respect to the Holder if not an Affiliate of the Company (without the necessity of any opinion of counsel) as to such Warrants and other legal documents which costs as to any Warrant Shares issued in respect of such Warrants upon exercise of the Conversion Right set forth in Section 6(b). Whenever such restrictions shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount so terminate the holder of such Warrants and/or Warrant Shares shall be paid entitled to receive from the Company, without expense (other than transfer taxes, if any), Warrant Certificates or certificates for such Warrant Shares not bearing the legend set forth in advance with a reconciliation to be made after review and approval of Section 13(b), at which time the Company will rescind any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreementtransfer restrictions relating thereto.

Restrictions on Transfer. Developer represents and Each Subscriber hereby agrees for itself and its successors and assigns (except as so authorized by the provisions of this Agreement) that it shall not, prior not to the completion of the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, salesell, transfer, pledge, hypothecate or encumbrance otherwise dispose of this Agreement (excluding a collateral assignment of this Agreement in connection with all or any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval part of the CRASecurities unless, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: thereto (a) Any proposed successor Developer shall have a registration statement on the business experience appropriate form under the Securities Act and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the applicable state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement securities laws with respect to the interest assigned Securities proposed to be transferred shall then be effective or (b) the Company has received an opinion of counsel for the Company that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Commission thereunder and under all applicable state securities laws. All certificates representing the Securities shall agree have endorsed thereon a legend substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.” The Company agrees to abide by cause its counsel to deliver an opinion to the Company’s transfer agent directing the removal of the foregoing legends once able to do so pursuant to applicable securities laws. Other than the restrictions on transfer pursuant to the Securities Act and set forth in this Section 5, the Subscribers shall not be required to execute any lock-up or similar agreement or otherwise be subject to all any contractual restriction on the ability to offer, sell, pledge, contract to sell, sell any option, engage in hedging activities or execute any “short sales” as defined in Rule 200 of Regulation SHO under the termsSecurities Exchange Act of 1934, conditionsas amended, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory with respect to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment AgreementSecurities. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement.

Restrictions on Transfer. Developer represents and (a) The Purchaser agrees for itself and its successors and assigns (except as so authorized by the provisions not to make any disposition of this Agreement) that it shall not, prior to the completion of the Project transfer Developer’s interest in the Property all or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval Securities except in compliance with this Article 9 and unless and until: (i) there is then in effect a registration statement under the CRA may withhold Securities Act covering such proposed disposition and such disposition is made in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any accordance with such prior approval, that: registration statement; or (aii) Any proposed successor Developer the Purchaser shall have furnished the business experience and reputationCompany with such assurances as it may reasonably require (including, development track record and sufficient financial capacity to carry out but not limited to, an opinion of counsel) that such disposition is exempt from registration under Rule 144, will not require registration of such Securities under the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be requiredSecurities Act. (b) Any proposed successor DeveloperWith respect to any disposition of securities of the Company, by instrument the Purchaser shall comply with all federal, state and other securities laws and shall not make any sale of such securities if the Purchaser is in writing satisfactory possession of material non-public information relating to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all Company by virtue of the obligations Purchaser’s access to information under the Collaboration Agreement or otherwise. In order to enforce the provisions of this subsection, the successor Developer under this Agreement Company may impose stop-transfer instructions with respect to the interest assigned and shall agree to abide securities held by and be Purchaser that are subject to all the foregoing restriction until the end of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreementapplicable period. (c) There Each certificate representing Securities shall be submitted stamped or otherwise imprinted with a legend substantially similar to the CRA following (in addition to any legend required under applicable state securities laws): “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT UNLESS SUCH SALE, PLEDGE OR HYPOTHECATION IS MADE IN COMPLIANCE WITH RULE 144 UNDER THE ACT OR THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” The Company shall be obligated to reissue promptly unlegended certificates at the request of the Purchaser if the Purchaser shall have provided assurances, including an opinion of counsel reasonably acceptable to the Company to the effect that the Securities proposed to be disposed of may lawfully be so disposed of (with no need for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documentsRule 144) without registration, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documentsqualification or legend. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement.

Restrictions on Transfer. Developer represents (a) The holder of each certificate representing the Restricted Securities (the “Restricted Holder”) by acceptance thereof agrees to comply in all respects with the provisions of this Section 2. 1. The Restricted Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and agrees until the transferee thereof has agreed in writing for itself the benefit of the Company to take and its successors hold such Restricted Securities subject to, and assigns to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2 and Section 4, and: (except as so authorized i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and the disposition is made in accordance with the registration statement; or (ii) The Restricted Holder shall have given prior written notice to the Company of the Restricted Holder’s intention to make such disposition and, if requested by the Company, shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, the Restricted Holder shall have furnished the Company, at the Restricted Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act, or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Restricted Holder to the Company. (b) Notwithstanding the provisions of Section 2.1(a), no such registration statement, opinion of counsel or “no action” letter shall be necessary for (i) a transfer not involving a change in beneficial ownership, (ii) transactions involving the distribution without consideration of Restricted Securities by any Restricted Holder to (w) a parent, subsidiary or other affiliate of the Restricted Holder, if the Restricted Holder is a corporation, (x) any of the Restricted Holder’s partners, members or other equity owners, or retired partners, retired members or other equity owners, or to the estate of any of the Restricted Holder’s partners, members or other equity owners or retired partners, retired members or other equity owners, (y) a venture capital fund that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, the Restricted Holder, or (z) a Restricted ▇▇▇▇▇▇’s spouse, child, father, mother, brother, sister, father-in-law, mother-in-law, brother-in-law, sister-in-law, grandfather, grandmother, grandchild, cousin, aunt, uncle, niece, nephew, stepchild, or to a trust or other similar estate planning vehicle for the benefit of the Restricted Holder or any such person, if the Restricted Holder is an individual, or (iii) in the case of KDT, a transfer to any direct or indirect subsidiary of ▇▇▇▇ Industries, Inc. or ▇▇▇▇ Holdings, LLC; provided, in each case, that the Restricted Holder shall give written notice to the Company of the Restricted Holder’s intention to effect such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition. (c) Each certificate representing shares of Preferred Stock or Common Stock (including the Conversion Stock) shall (unless otherwise permitted by the provisions of this Agreement) that it shall not, prior be stamped or otherwise imprinted with legends substantially similar to the completion following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING AND VOTING RESTRICTIONS, ALL AS SET FORTH IN A SIXTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. BY ACCEPTING ANY INTEREST IN THESE SHARES, THE PERSON HOLDING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID SIXTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT. The Restricted Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Project Restricted Securities in order to implement the restrictions on transfer Developer’s interest established in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents2.1. (d) Developer The first legend referring to federal and state securities laws identified in Section 2.1(c) stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to the Restricted Securities shall pay be removed and the CRA Company shall issue a certificate without such legend to the actual costs holder of time and materials incurred by Restricted Securities if (i) those securities are registered under the CRA in conjunction Securities Act, or (ii) the holder provides the Company with an opinion of counsel reasonably acceptable to the CRA review and prior written approval Company to the effect that a sale or transfer of those securities may be made without registration or qualification. (e) Each Restricted Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of any Assignment Agreement securities of the Company, or any beneficial interest therein, to any person other than the Company unless and until the proposed transferee confirms to the reasonable satisfaction of the Company that neither the proposed transferee nor any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members nor any person that would be deemed a beneficial owner of those securities (in accordance with Rule 506(d) of the Securities Act) is subject to any Bad Actor Disqualification, except as set forth in Rule 506(d)(2)(ii) or (iii) or (d)(3) under this Agreementthe Securities Act and disclosed, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid reasonably in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite transfer, in writing in reasonable detail to the CRA obligation to review any proposed Transfer Assignment AgreementCompany.

Restrictions on Transfer. Developer represents and agrees for itself and its successors and assigns (except as so authorized by the provisions of this Agreement) that it shall not, prior to the completion of the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) In connection with any proposed Transfer, the Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer and Assignment Agreement.

Restrictions on Transfer. Developer represents ADP agrees that this Warrant and agrees for itself the Warrant Shares issuable upon exercise of this Warrant may not be sold or transferred except (i) to an affiliate of ADP, (ii) to a successor in interest to a Holder by way of a merger or other business combination transaction, (iii) to any person that purchases substantially all of ADP’s assets, and its successors (iv) to any person that purchases substantially all of the assets of the National Accounts Services Division of ADP, and, in any such case, in compliance with the Securities Act of 1933, as amended (the “Act”), and assigns (except as so authorized the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In addition to the sales and transfers permitted by the provisions previous sentence, all Warrant Shares issued upon the exercise of this AgreementWarrant may, following the occurrence of a Change in Control contemplated by clause (ii) that it shall not, prior to of such definition (and the completion expiration of the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, restriction on sale, transfer, distribution or encumbrance other disposition agreed to in any lock-up agreement executed by ADP), thereafter be sold, transferred, distributed or disposed of in accordance with the Act, and the rules and regulations of the Securities and Exchange Commission (“SEC”) promulgated thereunder. Notwithstanding the foregoing, with respect to any disposition of this Agreement (excluding a collateral assignment Warrant or any Shares acquired pursuant to the exercise of this Agreement Warrant prior to registration of such Warrant or Shares, the Holder agrees to give written notice to the Corporation prior thereto (except, in the case of clauses (ii)-(iv) above if prior notice is prohibited by applicable confidentiality restrictions, in which case notice shall be made as soon as reasonably practicable after such transaction has been made public or, if not made public, is consummated), describing briefly the manner thereof, together with a written opinion of such ▇▇▇▇▇▇’s counsel to the effect that such disposition may be effected without registration or qualification (under the Act as then in effect or any federal or state securities law then in effect) of such Warrant or the Shares and indicating whether or not under the Act certificates for the Warrant or the Shares to be sold or otherwise disposed of require any restrictive legend as to applicable restrictions on transferability in order to ensure compliance with such laws. Each certificate representing a Warrant or the Shares transferred in accordance with this Section 5 shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless in the aforesaid opinion of counsel for the Holder, such legend is not required in order to ensure compliance with such laws, in which case the Corporation shall reissue the certificates representing the Warrant or the Shares, as the case may be, without any restrictive legends concurrent with the transfer thereof. The Corporation may issue stop transfer instructions to its transfer agent in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretionthese restrictions. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement.Document Integrity Verified EchoSign Transaction Number: XI3T67XZ6C7M75

Restrictions on Transfer. Developer represents (a) The Preferred Stock and agrees for itself the Registrable Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue stop-transfer instructions to its successors and assigns (except as so authorized by transfer agent with respect to any such sale, pledge, or transfer, that is not made in compliance with the provisions of this Agreement) that it shall not, prior to the completion of the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be requiredSecurities Act. (b) Any proposed successor DeveloperEach certificate or instrument representing (i) the Preferred Stock, (ii) the Registrable Securities, and (iii) any other securities issued in respect of the securities referenced in clauses (i) and (ii), upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless resold pursuant to a Public Offering (as hereafter defined) or SEC Rule 144 or as otherwise permitted by instrument the provisions of Subsection 2.12‎(c) hereof or as otherwise permitted by applicable securities laws) be stamped or otherwise imprinted with a legend substantially in writing satisfactory the following form: “THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. “The Holders consent to the CRA, Company making a notation in its sole discretion, records and in recordable form, shall, for itself and its successors and assigns expressly assume all giving instructions to any transfer agent of the obligations Restricted Securities in order to implement the restrictions on transfer set forth in this Subsection 2.12. The provisions of Section 2, including without limitation the successor Developer under transfer restrictions pursuant to this Agreement Subsection 2.12 shall terminate and be of no further force and effect with respect to any (former) Restricted Securities following the interest assigned and shall agree sale or other transfer of such Restricted Securities pursuant to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision Public Offering or SEC Rule 144 or as otherwise permitted by the Developer in favor provisions of the CRA and the successor to Developer for any liabilities and obligations Subsection 2.12‎(c) hereof or as the Developer under this Agreement prior to the date of the Assignment Agreementotherwise permitted by applicable securities law. (c) There The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in all respects with the provisions of this Section ‎2. If reasonably requested by the Company, any proposed transfer that is not made pursuant to an effective registration statement under the Securities Act shall be submitted accompanied at such Holder’s expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the CRA Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. The Company will not require such a legal opinion or “no action” letter in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for review all instruments no consideration; provided that each transferee agrees in writing to be subject to the terms of this Subsection ‎2.12. A stock certificate shall not bear a restrictive legend if, in the opinion of counsel for such Holder and other legal documents reasonably necessary the Company, such legend is not required in order to review establish compliance with this Section 13. A copy any provisions of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to DeveloperSecurities Act. The CRA agrees obligations set forth in this Subsection 2.12 are in addition to diligently proceed with and complete its review and approval as soon as possible, but any other restrictions on transfer set forth in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement.”

Restrictions on Transfer. Developer represents (a) Buyer (i) acknowledges that the Securities are not registered under the 1933 Act and agrees that the Securities must be held indefinitely by it unless they are subsequently registered under the 1933 Act or an exemption from registration is available, (ii) is aware that any routine sales of the Securities under Rule 144 of the SEC under the 1933 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, compliance with some other registration exemption will be required, (iii) is aware that Rule 144 is not presently available for itself use by Buyer for resale of any such Securities and its successors and assigns that there can be no assurance that Rule 144 will be available at any time in the future, (iv) is aware that, except as so authorized provided in Section 5 hereof, Seller is not obligated to register under the 1933 Act any sale, transfer or other disposition of the Securities, (v) is aware that Seller shall not be required to register the transfer of the Securities on the books of Seller unless Seller shall have been provided with an opinion of counsel satisfactory to it prior to such transfer to the effect that registration under the 1933 Act or any applicable state securities law has been effected or is not required in connection with the transaction resulting in such transfer, and (vi) is aware that the Securities, and each certificate representing the Securities and any shares of Common Stock or other securities issued in respect of such Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by paragraph (b) of this Section 3.4) be stamped or otherwise imprinted with the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS AND THAT SUCH REGISTRATION HAS BEEN EFFECTED." (b) The restrictions on the transferability of the Securities shall cease and terminate when such Securities shall have been registered under the 1933 Act and are proposed to be sold or otherwise disposed of in accordance with an intended method of disposition by the Seller or Sellers thereof set forth in the registration statement covering such Securities required by Section 5.2 or any other applicable registration statement, or when such Securities are transferable in accordance with the provisions of this AgreementRule 144(k) that it promulgated under the 1933 Act. Whenever the restrictions on transfer shall not, prior to the completion of the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known terminate as “Transfer”) in any other mode or form or hereinabove provided with respect to this Agreement without first obtaining the prior written approval any of the CRASecurities, the holder of any such Securities bearing the legend set forth in paragraph (a) of this Section 3.3 as to which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, such conditions shall have terminated shall be entitled to requirereceive from Seller, without expense (except for the payment of any applicable transfer tax) and as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon expeditiously as possible, but in no event sooner than fifteen (15) days after receipt of new stock certificates not bearing such instruments and documentslegend. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement.

Restrictions on Transfer. Developer represents (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Subsection 2.9. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and agrees until the transferee thereof has agreed in writing for itself the benefit of the Company to take and its successors hold such Restricted Securities subject to, and assigns to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Subsection 2.9 and Subsection 2.11, and: (except as so authorized i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and the disposition is made in accordance with the registration statement; or (ii) The Holder shall have given prior written notice to the Company of the Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and the Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. (b) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) that it shall not, prior be stamped or otherwise imprinted with a legend restricting transferability of such Registrable Securities pursuant to the completion of the Project transfer Developer’s interest in the Property or any portion thereof and/or Securities Act and a legend stating that such Registrable Securities are subject to this Agreement, or suffer and, as applicable, a legend stating that such Registrable Securities are subject to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode agreements between the Holders and the Company, including any voting agreements or form or with respect lock-up agreements (in addition to this Agreement without first obtaining any legend required under applicable state securities laws). The Holders consent to the prior written approval Company making a notation on its records and giving instructions to any transfer agent of the CRA, which approval Restricted Securities in order to implement the CRA may withhold restrictions on transfer established in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment AgreementSubsection 2.9. (c) There The first legend referring to federal and state securities laws identified in Subsection 2.9(b) stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to the Restricted Securities shall be submitted removed and the Company shall issue a certificate without such legend to the CRA for review all instruments and other legal documents holder of Restricted Securities if (i) those securities are registered under the Securities Act, or (ii) the holder provides the Company with an opinion of counsel reasonably necessary acceptable to review compliance with this Section 13. A copy the Company to the effect that a sale or transfer of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to those securities may be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreementwithout registration or qualification.

Restrictions on Transfer. Developer represents (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and agrees until the transferee thereof has agreed in writing for itself the benefit of the Company to take and its successors hold such Restricted Securities subject to, and assigns to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and: (except i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and the disposition is made in accordance with the registration statement; or (ii) The Holder shall have given prior written notice to the Company of the Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if reasonably requested by the Company, the Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel or “no action” letters for transactions made pursuant to Rule 144. From and after the date when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, Holder shall not be required to provide the Company advance notice of any proposed sale, pledge or transfer of any Restricted Securities if such proposed sale, pledge or transfer of any Restricted Securities is in compliance with Rule 144. (b) Notwithstanding the provisions of Section 2.8(a), no such registration statement or opinion of counsel or “no action” letter shall be necessary for (i) a transfer not involving a change in beneficial ownership, or (ii) transactions involving the distribution without consideration of Restricted Securities by any Holder to (x) a parent, subsidiary or other Affiliate of the Holder, if the Holder is a corporation or a limited liability company, (y) any of the Holder’s partners, members or other equity owners, or retired partners, retired members or other equity owners, or to the estate of any of the Holder’s partners, members or other equity owners or retired partners, retired members or other equity owners, or (z) a venture capital or other investment fund that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company or investment adviser with, the Holder; provided, in each case, that the Holder shall give written notice to the Company of the Holder’s intention to effect such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition. For the avoidance of doubt, a customary arrangement in connection with the deposit of Registrable Securities in a non-margin custodial account shall not be deemed a sale, transfer or pledge for purposes of this Agreement so long as so authorized such Registrable Securities are in certificated form (it being understood that the Company may require the exchange of any such certificated securities for book-entry shares upon the Initial Public Offering). (c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) that it shall not, prior be stamped or otherwise imprinted with a legend substantially similar to the completion following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN A VOTING AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Project Restricted Securities in order to implement the restrictions on transfer Developer’s interest established in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents2.8. (d) Developer The first legend referring to federal and state securities laws identified in Section 2.8(b) stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to the Restricted Securities shall pay be removed and the CRA Company shall issue a certificate without such legend to the actual costs holder of time and materials incurred by Restricted Securities if (i) those securities are registered under the CRA Securities Act, or (ii) the holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of those securities may be made without registration or qualification. (e) Each Investor entitled to designate or participate in conjunction with the CRA review and prior written approval designation of a director or that is the beneficial owner of 20% or more of the Company’s voting equity securities, agrees not to make any sale, assignment, transfer, pledge or other disposition of any Assignment Agreement securities of the Company, or any beneficial interest therein, to any person other than the Company unless and until the proposed transferee confirms to the reasonable satisfaction of the Company that neither the proposed transferee nor any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members nor any person that would be deemed a beneficial owner of those securities (in accordance with Rule 506(d) of the Securities Act) is subject to any Bad Actor Disqualification, except as set forth in Rule 506(d)(2)(ii) or (iii) or (d)(3) under this Agreementthe Securities Act and disclosed, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid reasonably in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite transfer, in writing in reasonable detail to the CRA obligation to review any proposed Transfer Assignment AgreementCompany.

Restrictions on Transfer. Developer represents Regardless of whether the offering and agrees for itself sale of Employee's shares has been registered under the 1933 Act or has been registered or qualified under the securities laws of any state, the Company may impose restrictions on the sale, pledge or other transfer of Employee's shares (including the placement of appropriate legends on stock certificates) if, in the judgment of the Company and its successors and assigns (except as so authorized by counsel, such restrictions are necessary or desirable in order to achieve compliance with the provisions of this Agreement) the 1933 Act, the securities laws of any state or any other law. In the event that it the sale of Employee's shares is not registered under the 1933 Act, but an exemption is available which required an investment representation or other representation, Employee shall not, prior be required as a condition precedent to the completion Company's delivering of shares to Employee, to represent that the Project transfer Developer’s interest in shares are being acquired for investment, and not with a view to the Property sale or any portion thereof and/or this Agreementdistribution thereof, and to make such other representations as are deemed necessary or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement appropriate by the Company and its counsel. Any determination by the Company and its counsel in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold matters set forth in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, this Section shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience conclusive and reputation, development track record and sufficient financial capacity to carry out the obligations binding on all persons. Stock certificates evidencing shares acquired under this Agreement, RSU Agreement pursuant to an unregistered transaction shall bear the following restrictive legend and such other restrictive legends as determined, in are required or deemed advisable under the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval provisions of any Assignment Agreement under this Agreementapplicable law: "THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars AS AMENDED ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment AgreementTHE "1933 ACT"). The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment AgreementANY TRANSFER OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE 1933 ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE ISSUER SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE 1933 ACT".

Restrictions on Transfer. Developer represents The Purchaser, by acquiring any of the ------------------------ Purchaser Shares and shares issued pursuant to the exercise of the Warrants, hereby covenants and agrees for itself and its successors and assigns (that, except as so authorized by the provisions of this Agreement) that it shall not, prior to the completion of the Project transfer Developer’s interest provided in the Property or any portion thereof and/or this Agreement, it will not directly or suffer indirectly offer for sale or sell (within the meaning of the Securities Act) any of the Purchaser Shares or shares issued pursuant to be made the exercise of the Warrants or createdany Conversion Stock issued in connection therewith. (a) The Purchaser may offer or sell the Purchaser Shares or shares issued pursuant to the exercise of the Warrants or any Conversion Stock issued in connection therewith pursuant to: (i) an effective registration statement under the Securities Act ("Registration Statement") filed by the Company under paragraph 9 hereof, or (ii) an exemption from registration under the Securities Act, provided that prior to any total or partial assignmentsuch proposed transfer of the Purchaser Shares, sale, the Purchaser shall give written notice to the Company of the Purchaser's intention to effect such transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for which notice shall be accompanied by such evidence as may be reasonably satisfactory to the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining Company that the prior written approval proposed transfer of the CRAPurchaser Shares or other shares subject to these restrictions may be effected without registration under the Securities Act, which approval whereupon the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, Purchaser shall be entitled to requiretransfer the Purchaser Shares or other shares subject to these restrictions in accordance with the terms of the notice delivered by the Purchaser to the Company, as conditions to granting any such prior approval, that:or (aiii) Any proposed the provisions of Rule 144 (or any successor Developer shall have provision) under the business experience and reputationSecurities Act, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be requiredif applicable. (b) Any proposed successor Developer, by instrument in writing satisfactory offer or sale of the Purchaser Shares or shares issued pursuant to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all exercise of the obligations Warrants or any Conversion Stock issued in connection therewith shall be made in accordance with Federal and state securities laws (including the prospectus delivery requirements of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the termsSecurities Act), conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreementif applicable. (c) There Each of the Purchaser Shares or shares issued pursuant to the exercise of the Warrants or any Conversion Stock issued in connection therewith transferred as above provided shall bear the appropriate restrictive legend set forth in paragraph 11.1 above except as provided in paragraph 9 or if, in the opinion of the legal counsel referred to above (which counsel and opinion (in form, scope and substance) shall be submitted reasonably satisfactory to the CRA for review all instruments and other legal documents reasonably necessary Company), such legend is not required in order to review establish compliance with this Section 13. A copy any provisions of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documentsSecurities Act. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement.

Restrictions on Transfer. Developer represents (a) Every Security that bears or is required under this Section 2.09 to bear the legend set forth in this Section 2.09 (together with any Common Stock issued upon conversion of the Securities that is required to bear the legend set forth in this Section 2.09, collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in this Section 2.09 (including the legend set forth below), unless such restrictions on transfer shall be eliminated or otherwise waived by written consent of the Company, and the Holder of each such Restricted Security, by such Holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in this Section 2.09, the term “transfer” encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security. Until the date (the “Resale Restriction Termination Date”) that is the later of (1) the date that is one year after the last date of original issuance of the Securities, or such shorter period of time as permitted by Rule 144 under the Securities Act or any successor provision thereto, and (2) such later date, if any, as may be required by applicable law, any certificate evidencing such Securities (and all securities issued in exchange therefor or substitution thereof, other than Common Stock, if any, issued upon conversion thereof, which shall bear the legend set forth in Section 2.09(b), if applicable) shall bear a legend in substantially the following form (unless such Securities have been transferred pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer, or sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, or unless otherwise agreed by the Company in writing, with notice thereof to the Trustee): THIS SECURITY AND THE COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER: (1) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND (2) AGREES FOR THE BENEFIT OF RAMBUS INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT: (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. No transfer of any Security prior to the Resale Restriction Termination Date will be registered by the Registrar unless the applicable box on the Form of Assignment and Transfer has been checked. Any Security (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of such Security for itself and its successors and assigns (except as so authorized by exchange to the Registrar in accordance with the provisions of this Agreement) that it shall notSection 2.09, prior to the completion be exchanged for a new Security or Securities, of the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRAlike tenor and aggregate principal amount, which approval shall not bear the CRA may withhold in its sole restrictive legend required by this Section 2.09 and absolute discretionshall not be assigned a restricted CUSIP number. The CRA, in its determination of whether to approve a Transfer, Company shall be entitled to require, instruct the Securities Custodian in writing to so surrender any Global Security as conditions to granting any which such prior approval, that: (a) Any proposed successor Developer restrictions on transfer shall have expired in accordance with their terms for exchange, and, upon such instruction, the business experience Securities Custodian shall so surrender such Global Security for exchange; and reputation, development track record any new Global Security so exchanged therefor shall not bear the restrictive legend specified in this Section 2.09 and sufficient financial capacity to carry out shall not be assigned a restricted CUSIP number. The Company shall promptly notify the obligations under this Agreement, as determined, in Trustee upon the sole discretion occurrence of the CRA. If proposed successor developer is an entityResale Restriction Termination Date and promptly after a registration statement, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developerif any, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all Securities or any Common Stock issued upon conversion of the terms, conditions, obligations, reservations and restrictions to which Securities has been declared effective under the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment AgreementSecurities Act. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement.

Restrictions on Transfer. Developer represents (a) The Purchaser understands and agrees for itself that the Securities are subject to the transfer restrictions specified herein and its successors in the Warrants, and assigns that the Securities have not been registered under the Securities Act or the securities laws of any state or other jurisdiction; accordingly, the Securities (except as so authorized by including the Warrant Shares) must be held indefinitely unless they are subsequently registered or unless, in the opinion of counsel reasonably acceptable to the Company, a sale or transfer may be made in compliance with the provisions of this Agreement) that it shall notSubscription Agreement and the Warrants, prior to as the completion case may be, and without registration under United States securities laws and the applicable securities laws of the Project transfer Developer’s interest in the Property any state or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretionjurisdiction. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting Purchaser understands that the Securities are being sold without any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be requiredRegistration Rights. (b) Any proposed successor Developer, by instrument in writing satisfactory to The Purchaser further agrees that legends may be placed on the CRA, in its sole discretionSecurities restricting the transfer thereof, and that appropriate notations may be made in recordable form, shall, for itself the Company’s stock books and its successors and assigns expressly assume all stop transfer instructions placed with the transfer agent of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the termsCommon Stock, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) each in a form and substance satisfactory to manner generally consistent with the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreementforegoing. (c) There shall be submitted The Purchaser is aware of the provisions of Rule 144 which, in substance, permit limited public resale of “restricted securities” acquired by non-affiliates of the issuer thereof, directly or indirectly, from the issuer (or from an affiliate of such issuer), in a non-public offering subject to the CRA for review all instruments and satisfaction of certain conditions, if applicable, including, among other legal documents reasonably necessary to review compliance with this Section 13. A copy things, the availability of certain public information about the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer Company and the proposed successor resale occurring not less than six (6) months after the party has purchased and paid for the securities to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documentsbe sold. (d) Developer shall pay The Purchaser further understands that at the CRA time the actual costs Purchaser wishes to sell Securities (including any Warrant Shares issued or issuable upon exercise of the Warrants) there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not have filed all reports and other materials required under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, other than Form 8-K reports, during the preceding 12 months, and that, in such event, because the Company is a former “shell company” as contemplated under paragraph (i) of Rule 144, Rule 144 will not be available to the Purchaser. (e) The Purchaser further understands that, because the Company is a former “shell company” as contemplated under paragraph (i) of Rule 144, regardless of the amount of time and materials incurred by that the CRA in conjunction Purchaser holds the Securities, sales of the Securities may only be made under Rule 144 upon the satisfaction of certain conditions, including that the Company has filed with the CRA review SEC, during the 12 months preceding the sale, all quarterly and prior written approval annual reports required under the Securities Exchange Act of 1934, as amended; and that, accordingly, any restrictive legends placed on the Securities cannot be removed except in connection with an actual sale that is subject to an effective registration statement under, or an applicable exemption from the registration requirements of, the Securities Act, and “blanket” removals of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall such restrictive legends will not exceed Twenty Five Thousand and 00/100 Dollars be possible. ($25,000.00f) which amount shall be paid The Purchaser further understands that in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment the event all of the Twenty Five Thousand requirements of Rule 144 are not satisfied, registration under the Securities Act, compliance with Regulation A promulgated under the Securities Act, or some other registration exemption will be required; and 00/100 Dollars ($25,000.00) by that, notwithstanding the Developer shall be fact that Rule 144 is not exclusive, the staff of the SEC has expressed its opinion that persons proposing to sell private placement securities other than in a prerequisite registered offering and otherwise than pursuant to the CRA obligation to review any proposed Transfer Assignment AgreementRule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk.

Restrictions on Transfer. Developer represents (a) In addition to any other restrictions on transfer that a holder of a certificate representing Registrable Securities may be bound by, the holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and agrees until the transferee thereof has agreed in writing for itself the benefit of the Company to take and its successors hold such Restricted Securities subject to, and assigns to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and: (except as so authorized i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and the disposition is made in accordance with the registration statement; or (ii) The Holder shall have given prior written notice to the Company of the Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, the Holder shall have furnished the Company, at the Company’s expense, with (i) an opinion of counsel reasonably satisfactory to the Company to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. (b) Notwithstanding the provisions of Section 2.8(a), no such registration statement, or opinion of counsel, or “no action” letter shall be necessary for (i) a transfer not involving a change in beneficial ownership, or (ii) transactions involving the distribution without consideration of Restricted Securities by any Holder to (x) a parent, subsidiary or other affiliate of the Holder, if the Holder is a corporation, (y) any of the Holder’s partners, members or other equity owners, or retired partners, retired members or other equity owners, or to the estate of any of the Holder’s partners, members or other equity owners or retired partners, retired members or other equity owners, or (z) a venture capital fund that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, the Holder; provided, in each case, that the Holder shall give written notice to the Company of the Holder’s intention to effect such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition. (c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) that it shall not, prior be stamped or otherwise imprinted with a legend substantially similar to the completion following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTOR RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN A VOTING AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Project Restricted Securities in order to implement the restrictions on transfer Developer’s interest established in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents2.8. (d) Developer shall pay The first legend referring to federal and state securities laws identified in Section 2.8(c) stamped on a certificate evidencing the CRA Restricted Securities and the actual costs of time stock transfer instructions and materials incurred by record notations with respect to the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount Restricted Securities shall be paid in advance removed and the Company shall issue a certificate without such legend to the holder of Restricted Securities if (i) those securities are registered under the Securities Act, or (ii) the holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a reconciliation sale or transfer of those securities may be made without registration or qualification. The second legend shall be removed upon the earlier of (i) the termination of this Agreement and (ii) such time as the shares represented thereby cease to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment AgreementRegistrable Securities.

Restrictions on Transfer. Developer represents No Shareholder shall Transfer any interest in, or any part of, its Shares, and agrees for itself any such attempted Transfer shall be null and its successors void and assigns (except as so authorized by the provisions of this Agreement) that it shall not, prior to the completion no force and effect unless all of the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as following conditions to granting any such prior approval, thatare met: (a) Any proposed successor Developer All transferees proposing to receive a Transfer of Shares (other than a transferee who is already a party hereto or transferees by virtue of a ▇▇▇▇▇▇▇▇▇ Permitted Transfer) shall have agree in writing (as a condition to such Transfer) that it or he will, if so requested by the business experience Corporation, be bound by and reputation, development track record will receive and sufficient financial capacity hold such Shares or interest therein subject to carry out the obligations under this Agreement. Upon such transfer, as determined, in such transferee shall be a Shareholder hereunder and shall be subject to the sole discretion rights and obligations of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required.transferring Shareholder set forth in this Agreement; (b) Any proposed successor DeveloperSuch Transfer of Shares is effected pursuant to registration requirements (or an exemption therefrom) under the Securities Act of 1933 (and regulations thereunder) or SEC Rule 144, by instrument as well as any applicable state securities laws, and if in writing satisfactory the reasonable judgment of counsel for the Company some question exists as to the CRAapplicability of such exemption(s), in its sole discretion, and in recordable form, shall, then such Transfer shall also include an opinion of counsel for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”transferring Shareholder stating that such exemption(s) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement.are applicable; (c) There Such Transfer is either a Permitted Transfer or the transferring Shareholder shall be submitted have first complied with any of the procedures applicable to the CRA for review all instruments proposed transaction described in Section 2.02 or Section 2.03 and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, such offer(s) shall be have expired or been rejected as provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents.herein; (d) Developer shall pay Such Transfer (other than a Permitted Transfer) is to be effected after May 10, 1998 on the CRA basis that the actual costs parties desire to preclude any Transfer (other than a Permitted Transfer) during the first two years of time and materials incurred the Corporation to stabilize the Corporation's ownership structure; and (e) If not already so required by the CRA in conjunction with applicable provisions hereof and except for any ▇▇▇▇▇▇▇▇▇ Permitted Transfer or Intellicall Permitted Transfer, the CRA review and transferring Shareholder gives the Corporation at least 10 days prior written approval notice of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any such proposed Transfer Assignment AgreementTransfer.

Restrictions on Transfer. Developer represents (a) This Option may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered in any manner otherwise than by will, the laws of descent and agrees for itself and its successors and assigns (except distribution, or pursuant to a qualified domestic relations order as so authorized defined by the provisions Code; provided, however, that the Optionee may assign or transfer this Option to members of this Agreement) that it shall nothis immediate family or to a trust for the benefit of such members of his immediate family and, prior to during the completion lifetime of the Project transfer Developer’s interest in Optionee, this Option may be exercised only by the Property Optionee or any portion thereof and/or this Agreementassignee, as the case may be, or suffer his legally authorized representative. The Optionee shall not have any right to be made sell, assign, transfer, pledge or createdotherwise dispose of or encumber this Option, and any total or partial assignmentattempted transfer, sale, transferassignment, pledge or encumbrance of this Agreement (excluding shall have no effect on the Company. The Company may also require the Optionee to furnish evidence satisfactory to the Company, including a collateral assignment of this Agreement in connection with written and signed representation letter and consent to be bound by any financing for the Project) (hereinaftertransfer restrictions imposed by law, collectively known as “Transfer”) in any other mode legend, condition or form or otherwise. The Shares shall not be issued with respect to this Agreement any Option unless the exercise of the Option shall comply with all relevant provisions of Federal and state law, including without first obtaining limitation the prior written Securities Act of 1933, as amended, the rules and regulations promulgated thereunder and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether Company with respect to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be requiredcompliance. (b) Any proposed successor DeveloperThe Optionee, by instrument in writing satisfactory his acceptance hereof, represents, opines, covenants and agrees that (i) the Optionee has knowledge of the business and affairs of the Company, and (ii) this Option is being acquired for investment and not with a view to the CRAdistribution hereof and that, in its sole discretionabsent an effective registration statement under the Securities Act of 1933, as amended (the "Act"), covering the disposition of this Option, it will not be sold, transferred, assigned, hypothecated or otherwise disposed of without first providing the Company with an opinion of counsel (which may be counsel for the Company) or other evidence, reasonably acceptable to the Company, to the effect that such sale, transfer, assignment, hypothecation or other disposal will be exempt from the registration and prospectus delivery requirements of the Act, as amended, and the registration or qualification requirements of any applicable state securities laws. The Optionee consents to the making of a notation in recordable form, shall, for itself and its successors and assigns expressly assume all the Company's records or giving to any transfer agent of the obligations Option an order to implement such restriction on transferability. This Option shall bear the following legend or a legend of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the termssimilar import; provided, conditionshowever, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement. (c) There that such legend shall be submitted to removed, or not placed upon the CRA for review all instruments and other legal documents reasonably Option if such legend is no longer necessary to review assure compliance with this Section 13the Act: "THIS OPTION HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE BECAUSE IT IS BELIEVED TO BE EXEMPT FROM REGISTRATION UNDER THE ACT. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documentsTHIS OPTION IS "RESTRICTED" AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement."

Restrictions on Transfer. Developer represents and agrees for itself and its successors and assigns (except a) The Restricted Shares may not be resold, pledged as so authorized security or otherwise transferred, assigned or encumbered by the provisions of this Agreement) that it shall not, Director prior to the completion of date such Restricted Shares are no longer subject to forfeiture, unless specifically agreed in writing by the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be requiredCompany. (b) Any Director hereby agrees that Director shall make no disposition of the Restricted Shares unless and until: (1) The forfeiture restrictions applicable to such Restricted Shares have lapsed; (2) Director shall have notified the Company of the proposed successor Developerdisposition and provided a written summary of the terms and conditions of the proposed disposition, by instrument unless there is then in writing satisfactory effect a registration statement under the Securities Act of 1933 (the “Securities Act”) covering such proposed disposition and such disposition is made in accordance with such registration statement; (3) Director shall have complied with all requirements of this Agreement applicable to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all disposition of the obligations Restricted Shares; and (4) If reasonably requested by the Company, Director shall have provided the Company an opinion of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) counsel in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by Company, that (A) the Developer in favor proposed disposition does not require registration of the CRA and Restricted Shares under the successor to Developer Securities Act or (B) all appropriate action necessary for any liabilities and obligations as compliance with the Developer under this Agreement prior to the date registration requirements of the Assignment AgreementSecurities Act or of any exemption from registration available under the Securities Act (including Rule 144) has been taken; provided, however, that in no event shall an opinion of counsel be required if there is then in effect a registration statement under the Securities Act covering such proposed disposition. (c) There The Company shall not be submitted required (i) to transfer on its books any Restricted Shares that have been sold or transferred in violation of the CRA for review all instruments and other legal documents reasonably necessary to review compliance with provisions of this Section 13. A copy 6, or (ii) to treat as the owner of the instruments and other legal documentsRestricted Shares, including or otherwise to accord voting or dividend rights to, any transferee to whom the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but Restricted Shares have been transferred in no event sooner than fifteen (15) days after receipt contravention of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement. References herein to Director shall include, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with where applicable, a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreementpermitted transferee.

Restrictions on Transfer. Developer represents (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and agrees until the transferee thereof has agreed in writing for itself the benefit of the Company to take and its successors hold such Restricted Securities subject to, and assigns to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and: (except as so authorized i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and the disposition is made in accordance with the registration statement; or (ii) The Holder shall have given prior written notice to the Company of the Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and the Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. (b) Notwithstanding the provisions of Section 2.8(a), no such registration statement or opinion of counsel or “no action” letter shall be necessary for (i) a transfer not involving a change in beneficial ownership, or (ii) transactions involving the distribution without consideration of Restricted Securities by any Holder to (x) a parent, subsidiary or other affiliate of the Holder, if the Holder is a corporation, (y) any of the Holder’s partners, members or other equity owners, or retired partners, retired members or other equity owners, or to the estate of any of the Holder’s partners, members or other equity owners or retired partners, retired members or other equity owners, or (z) a venture capital fund that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, the Holder; provided, in each case, that the Holder shall give written notice to the Company of the Holder’s intention to effect such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition. (c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) that it shall not, prior be stamped or otherwise imprinted with a legend substantially similar to the completion following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. The Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Project Restricted Securities in order to implement the restrictions on transfer Developer’s interest established in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents2.8. (d) Developer shall pay The first legend referring to federal and state securities laws identified in Section 2.8(c) stamped on a certificate evidencing the CRA Restricted Securities and the actual costs of time stock transfer instructions and materials incurred by record notations with respect to the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount Restricted Securities shall be paid in advance removed and the Company shall issue a certificate without such legend to the holder of Restricted Securities if (i) those securities are registered under the Securities Act, or (ii) the holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a reconciliation to sale or transfer of those securities may be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreementwithout registration or qualification.

Restrictions on Transfer. Developer represents and (a) Each Holder agrees for itself and its successors and assigns (except as so authorized by the provisions not to make any disposition of this Agreement) that it shall not, prior to the completion of the Project transfer Developer’s interest in the Property all or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole Registrable Securities unless and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, thatuntil: (ai) Any There is then in effect a registration statement or such Holder sells such securities in compliance with Rule 144 under the Securities Act covering such proposed successor Developer disposition and such disposition is made in accordance with such registration statement; or (A) Such Holder shall have notified the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, Company in the sole discretion writing of the CRAproposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (B) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. If proposed successor developer It is an entity, proof agreed that the Company will not require opinions of existence and good standing from counsel for transactions made pursuant to Rule 144 under the state of origination as well as Florida shall be requiredSecurities Act. (b) Any proposed successor Developer, Each certificate representing Shares shall (unless otherwise permitted by instrument in writing satisfactory the provisions of the Agreement) (a) be stamped or otherwise imprinted with a legend substantially similar to the CRAfollowing (in addition to any legend required under applicable state securities laws): THE SECURITIES EVIDENCED HEREBY HAVE BEEN ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, in its sole discretionAS AMENDED (THE "ACT") AND MAY NOT BE SOLD, and in recordable formOFFERED FOR SALE, shallTRANSFERRED, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the termsPLEDGED OR HYPOTHECATED UNLESS EITHER (i) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, conditionsIN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, obligationsTO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH SALE, reservations and restrictions to which the transferor Developer is subject. As part of the TransferOFFER FOR SALE, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement TRANSFER, PLEDGE OR HYPOTHECATION OR (“Assignment Agreement”ii) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment AgreementSUCH SALE, OFFER FOR SALE, TRANSFER, PLEDGE OR HYPOTHECATION HAS BEEN REGISTERED UNDER THE ACT. (c) There The Company shall be submitted obligated to reissue promptly unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel reasonably acceptable to the CRA for review all instruments and other legal documents reasonably necessary Company to review compliance with this Section 13. A copy the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification or legend, or if the instruments and other legal documents, including securities are to be sold pursuant to an effective registration statement or Rule 144 under the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documentsSecurities Act. (d) Developer Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall pay the CRA the actual costs of time and materials incurred be removed upon receipt by the CRA in conjunction with the CRA review and prior written approval Company of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment an order of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreementappropriate blue sky authority authorizing such removal.

Restrictions on Transfer. Developer represents (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply with the provisions of this Section 2.7. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and agrees for itself until: (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and its successors such disposition is made in accordance with such registration statement; or (ii) Such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and assigns shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, such Holder shall have furnished the Company, at the Company’s reasonable expense, with (except as so authorized i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. (b) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) that it shall not, prior be stamped or otherwise imprinted with a legend substantially similar to the completion following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND THE APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. The Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Project Restricted Securities in order to implement the restrictions on transfer Developer’s interest established in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment AgreementSection 2.7. (c) There The legend identified in Section 2.7(b) hereof stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to such Restricted Securities shall be submitted removed and the Company shall issue a certificate without such legend to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt holder of such instruments and documents. Restricted Securities if (di) Developer shall pay such securities are registered under the CRA Securities Act, or (ii) such holder provides the actual costs Company, at the Company’s reasonable expense, with an opinion of time and materials incurred by counsel reasonably acceptable to the CRA in conjunction with Company to the CRA review and prior written approval effect that a public sale or transfer of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to such securities may be made after review and approval of any Assignment Agreement. The payment of without registration under the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment AgreementSecurities Act.

Restrictions on Transfer. Developer represents (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and agrees until the transferee thereof has agreed in writing for itself the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and: (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and the disposition is made in accordance with the registration statement; or (ii) The Holder shall have given prior written notice to the Company of the Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, the Holder shall have furnished the Company, at its successors and assigns expense, with (except as so authorized i) an opinion of counsel reasonably satisfactory to the Company to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. (b) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) that it shall not, prior be stamped or otherwise imprinted with a legend substantially similar to the completion following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Project Restricted Securities in order to implement the restrictions on transfer Developer’s interest established in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment AgreementSection 2.8. (c) There The first legend referring to federal and state securities laws identified in Section 2.8(c) hereof stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to the Restricted Securities shall be submitted removed and the Company shall issue a certificate without such legend to the CRA for review all instruments and other legal documents holder of Restricted Securities if (i) those securities are registered under the Securities Act, or (ii) such holder provides the Company with an opinion of counsel reasonably necessary acceptable to review compliance with this Section 13. A copy the Company to the effect that a sale or transfer of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to those securities may be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreementwithout registration or qualification.

Restrictions on Transfer. Developer represents and agrees for itself and its successors and assigns (except as so authorized a) Each certificate representing shares of Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement or the applicable Share Purchase Agreement) that it shall not, prior be stamped or otherwise imprinted with a legend substantially similar to the completion of the Project transfer Developer’s interest following (in the Property addition to any legend required under applicable state securities laws or any portion thereof and/or as provided elsewhere in this Agreement); provided, or suffer to be made or createdhowever that for any non-United States Person (as defined -------- ------- in Regulation S), any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, such legend shall be entitled to requirerequired for only a 40-day period following the completion date: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, as conditions to granting AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS (COLLECTIVELY, THE "ACTS"). NO INTEREST IN SUCH SECURITIES MAY BE SOLD, ENCUMBERED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACTS COVERING THE TRANSACTION, (ii) THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACTS, OR (iii) THE COMPANY OTHERWISE SATISFIES ITSELF THAT REGISTRATION IS NOT REQUIRED UNDER THE ACTS." In addition, the Company may place on any such prior approval, that: (a) Any proposed successor Developer shall have certificate any legend required by the business experience and reputation, development track record and sufficient financial capacity Blue Sky laws of any state or other jurisdiction to carry out the obligations under this Agreement, as determined, in extent such laws are applicable to the sole discretion of New OpenTV Shares represented by the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be requiredcertificate so legend. (b) Any proposed successor Developer, by instrument in writing satisfactory The Company shall be obligated to reissue promptly unlegended certificates (as to the CRA, legend in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all paragraph (a) above) at the request of any Holder thereof (i) if the obligations Holder shall have obtained an opinion of the successor Developer under this Agreement with respect counsel (which counsel may be counsel to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”Company) in a form and substance satisfactory reasonably acceptable to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior Company to the date effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification or legend, or (ii) if such Registrable Securities are registered under the Assignment AgreementSecurities Act or may be sold under Rule 144 promulgated under the Securities Act. (c) There Any legend endorsed on an instrument pursuant to applicable state securities laws or the laws of another jurisdiction and the stop-transfer instructions with respect to such securities shall be submitted to removed upon receipt by the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy Company of an order of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of appropriate blue-sky authority authorizing such instruments and documentsremoval. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement.

Restrictions on Transfer. Developer represents (a) The holder of each certificate representing Specified Securities by acceptance thereof agrees to comply in all material respects with the provisions of this Section 2.1. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Specified Securities, or any beneficial interest therein, except in the case of a transfer by a Holder to its Affiliates, unless and agrees until (x) the transferee thereof has agreed in writing for itself the benefit of the Company to take and its successors hold such Specified Securities subject to, and assigns to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.1 or (except as so authorized y): (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) Such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company, at the Company’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Specified Securities under the Securities Act or (ii) a “no action” letter from the SEC to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto, whereupon the holder of such Specified Securities shall be entitled to transfer such Specified Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144. (b) Each certificate representing Specified Securities shall (unless otherwise permitted by the provisions of this Agreement) that it shall not, prior be stamped or otherwise imprinted with a legend substantially similar to the completion following (in addition to any legend required under applicable state securities laws) or required under the terms of any other agreement related to the issuance of the Project Series A Preferred Stock pursuant to the Purchase Agreement: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE ISSUER AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE ISSUER. The Holders consent to the Company making a notation on its records and giving instructions to any transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval agent of the CRA, which approval Restricted Securities in order to implement the CRA may withhold restrictions on transfer established in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment AgreementSection 2.1. (c) There The first legend referring to federal and state securities laws identified in Section 2.1(b) hereof stamped on a certificate evidencing the Specified Securities and the stock transfer instructions and record notations with respect to such Specified Securities shall be submitted removed and the Company shall issue a certificate without such legend to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt holder of such instruments and documents. Specified Securities if (di) Developer shall pay such securities are registered under the CRA Securities Act, or (ii) such holder provides the actual costs Company with an opinion of time and materials incurred by counsel reasonably acceptable to the CRA in conjunction with Company to the CRA review and prior written approval effect that a public sale or transfer of any Assignment Agreement such securities may be made without registration under this Agreementthe Securities Act, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars or ($25,000.00iii) which amount shall be paid in advance such holder provides the Company with a reconciliation certification by such holder that such securities can be sold pursuant to be made after review and approval of any Assignment Agreement. The payment of Rule 144 under the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment AgreementSecurities Act.

Restrictions on Transfer. Developer represents and agrees for itself and its successors and assigns (except as so authorized by the provisions of this Agreement) that it shall not, prior to the completion of the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any Each holder of a Convertible Note and each holder of a Warrant by acceptance thereof agrees that it will not sell or otherwise dispose of any of the Convertible Notes, Warrants or Shares issuable upon conversion thereof unless (i) such Convertible Notes, Warrants or Shares, as the case may be, have been registered under the Securities Act, or (ii) such Convertible Notes, Warrants or Shares, as the case may be, are sold in accordance with the applicable requirements and limitations of Rule 144 under the Securities Act (or any successor rule, regulation or statute to Rule 144), or (iii) the Company has been furnished with an opinion or opinions reasonably satisfactory to the Company's counsel to the effect that registration under the Securities Act is not required for the transfer as proposed successor Developer shall have (which opinion may be conditioned upon the business experience and reputation, development track record and sufficient financial capacity to carry out transferee's assuming the obligations of a holder of Convertible Notes, Warrants or Shares under this AgreementSection 16), as determined, in or (iv) the sole discretion Company has been furnished with a letter from the Division of Corporate Finance of the CRACommission to the effect that such Division would not recommend any action to the Commission if such proposed transfer were effected without a registration statement effective under the Securities Act. If proposed successor developer The Company agrees that within 3 Business Days after receipt of any opinion referred to in (iii) above, it will notify the holder supplying such opinion whether such opinion is an entity, proof of existence and good standing from satisfactory to the state of origination as well as Florida shall be requiredCompany. (b) Any proposed successor DeveloperThe Company may endorse on all Convertible Notes, by instrument in writing satisfactory on all Warrants and on all certificates evidencing Shares a legend stating or referring to the CRAtransfer restrictions contained in paragraph (a) above; provided that no such legend shall be endorsed on any Convertible Notes or Warrants or certificates which, in its sole discretionwhen issued, are no longer subject to the restrictions of this Section 16, and in recordable formprovided, shallfurther, for itself and its successors and assigns expressly assume all that if a transfer is made pursuant to clause (i), (ii) or (iv) of paragraph (a) or if an opinion of counsel provided pursuant to clause (iii) of paragraph (a) concludes that the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer legend is subject. As part of the Transferno longer necessary, the Developer and proposed successor thereto shall Company will deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreementupon transfer Convertible Notes, Warrants or certificates evidencing Shares without such legends. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement.

Restrictions on Transfer. Developer represents and agrees for itself and A Member may Transfer his, her or its successors and assigns (except as so authorized by Units only in compliance with this Article 3. Restrictions have been placed upon the provisions ability of this Agreement) that it shall notall Members to resell or otherwise dispose of any Units obtained or acquired hereunder including, prior to without limitation, the completion of the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, thatfollowing: (a1) Any proposed successor Developer shall have Units offered for sale by a Member will be offered first to all Members (on a pro rata basis, based on the business experience and reputation, development track record and sufficient financial capacity to carry out number of Units held by such Member) at the obligations under this Agreement, as determined, in the sole discretion then fair market value of the CRAselling Member’s Units. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, remaining Units not purchased by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least Members within thirty (30) calendar days prior of being offered to being executed by Developer the Members may then be offered for sale to any third party if such offer(s) and sale(s) comply with the proposed successor to Developer. The CRA agrees to diligently proceed with and complete remainder of this Section 3.2(a) in its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documentsentirety. (d2) Developer shall pay No Member may resell or otherwise transfer any Units without the CRA satisfaction of certain conditions designed to comply with applicable tax and securities laws, including (without limitation) the actual costs requirement that certain legal opinions be provided to the Members and the Manager with respect to such matters at the expense of time and materials incurred the Member requesting such transfer. The transferee must meet any investor qualifications as is set forth by the CRA Manager. Furthermore, if the Pennsylvania Commissioner imposes a transfer restriction on the Units, then Units may not be sold or transferred without the prior written consent of such Commissioner except as permitted in conjunction the Commissioner’s Rules. (3) The Units have not been registered with the CRA review Securities and prior written approval Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon exemptions provided for therein. Units may not be sold or otherwise transferred without registration under the Securities Act or pursuant to an exemption therefrom. In addition, no sales or transfers may be made to in violation or contravention of the Securities Act or any other applicable federal or state securities laws, rules or regulations. (4) A legend will be placed upon all instruments evidencing ownership of Units in the LLC stating that the Units have not been registered under the Securities Act, and setting forth the foregoing limitations on resale. Notations regarding these limitations shall be made in the appropriate records of the LLC with respect to all Units offered hereby. The foregoing steps will also be taken in connection with the issuance of any Assignment Agreement under this Agreementnew instruments for any Units that are presented for transfer, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation extent the Manager deems appropriate. (5) The LLC will charge a reasonable transfer fee (to review any proposed Transfer Assignment Agreementreimburse the LLC for administrative costs associated with transfers) per transfer of ownership. If a Member transfers Units to more than one person, except Transferees who will hold title together, the transfer to each person will be considered a separate transfer.

Restrictions on Transfer. Developer represents and agrees for itself and (a) Prior to any proposed transfer of any Registrable Securities (other than under the circumstances described in Section 3 hereof), the Holder thereof shall give written notice to the Company of its successors and assigns (except as so authorized intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the provisions Company, shall be accompanied by an opinion of this Agreement) that it shall not, prior counsel reasonably satisfactory to the completion of Company to the Project effect that the proposed transfer Developer’s interest in may be effected without registration under the Property or any portion thereof and/or this AgreementSecurities Act, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, whereupon such Holder shall be entitled to requiretransfer the Registrable Securities in accordance with the terms of its notice. Each certificate or instrument transferred as above provided shall bear the legend set forth in Section 2(b), as conditions except that such certificate or instrument shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to granting above is to the further effect that the transferee and any subsequent transferee would be entitled to transfer such prior approval, that: (a) Any proposed successor Developer shall have Registrable Securities in a public sale without registration under the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be requiredSecurities Act. (b) Any proposed successor Developer, by instrument Each certificate evidencing Registrable Securities issued to any Holder in writing satisfactory to connection with the CRA, Acquisition shall bear a legend in its sole discretion, and in recordable substantially the following form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (: “Assignment AgreementTHESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES ACTS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES ACTS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement. (c) There In the event that any Registrable Shares shall cease to be submitted subject to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but restrictions on transfer set forth in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment the Company shall, upon the written request of the Twenty Five Thousand and 00/100 Dollars ($25,000.00Holder thereof, issue to such Holder a new certificate evidencing such Registrable Shares without the legend required by Section 2(b) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreementhereof endorsed thereon.

Restrictions on Transfer. Developer represents (a) Every Note (and all Notes issued in exchange therefor or in substitution thereof) that bears or is required under this Section 2.24(a) to bear the legend set forth in this Section 2.24(a) (together with any Company Common Stock issued upon conversion of the Notes, collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in this Section 2.24(a) (including those set forth in the legend below) unless such restrictions on transfer shall be waived by written consent of the Company, and the Holder of each such Restricted Security, by such Holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in this Section 2.24(a), the term “transfer” means any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. Until the expiration of the holding period applicable to sales of Restricted Securities under Rule 144(k) under the Securities Act (or any successor provision), any certificate evidencing a Restricted Security shall bear a legend in substantially the following form, unless such Restricted Security has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer) or sold pursuant to Rule 144 under the Securities Act or any similar provision then in force, or unless otherwise agreed by the Company in writing, with written notice thereof to the Trustee: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER: (1) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY OR ANY COMMON SHARES ISSUABLE UPON CONVERSION OF SUCH SECURITY EXCEPT (A) TO BRE PROPERTIES, INC. (THE “COMPANY”) OR ANY OF ITS SUBSIDIARIES, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH RESALE OR TRANSFER; AND (2) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 1(C) OR 1(D) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS SECURITY TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE). IF THE PROPOSED TRANSFER IS PURSUANT TO CLAUSE 1(C) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE COMPANY OR THE TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NO PROSPECTUS PURSUANT TO ARTICLE 3 OF THE DIRECTIVE 2003/71/EC (THE “PROSPECTUS DIRECTIVE”) HAS BEEN PUBLISHED IN RELATION TO THE SECURITIES EVIDENCED HEREBY. ACCORDINGLY, THE SECURITIES EVIDENCED HEREBY MAY NOT BE OFFERED TO THE PUBLIC (WITHIN THE MEANING OF THE PROSPECTUS DIRECTIVE) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, EXCEPT THAT AN OFFER OF SECURITIES MAY BE MADE TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INVESTOR (WITHIN THE MEANING OF THE PROSPECTUS DIRECTIVE). Any Notes that are Restricted Securities and as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for itself and its successors and assigns (except as so authorized by removal of the foregoing legend set forth therein have been satisfied may, upon surrender of such Note for exchange to the Securities Registrar in accordance with the provisions of this AgreementSection 2.24, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this Section 2.24(a). If such Restricted Security surrendered for exchange is represented by a global Note bearing the legend set forth in this Section 2.24(a), the principal amount of the legended global Note shall be reduced by the appropriate principal amount and the principal amount of a global Note without the legend set forth in this Section 2.24(a) that it shall notbe increased by an equal principal amount. If a global Note without the legend set forth in this Section 2.24(a) is not then outstanding, prior the Company shall execute and the Trustee shall authenticate and deliver an unlegended global Note to the completion of the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be requiredDepositary. (b) Any proposed successor DeveloperRestricted Securities, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date expiration of the Assignment Agreementholding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), purchased or owned by the Company or any Affiliate thereof may not be resold by the Company or such Affiliate and will be surrendered to the Trustee for cancellation. Upon expiration of the holding period applicable Restricted Securities under Rule 144(k) under the Securities Act (or any successor provision), the Notes may, to the extent permitted by applicable law, be reissued or sold or may be surrendered to the Trustee for cancellation. Any Notes surrendered for cancellation may not be reissued or resold and will be canceled promptly by the Trustee. (c) There The Trustee shall be submitted have no obligation or duty to the CRA for review all instruments monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this instrument or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other legal documents reasonably necessary documentation or evidence as are expressly required by, and to review do so if and when expressly required by, the terms of this instrument, and to examine the same to determine substantial compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior as to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction form with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreementexpress requirements hereof.

Restrictions on Transfer. Developer represents and agrees (a) Anything contained in this Agreement to the contrary notwithstanding, for itself and its successors and assigns (except as so authorized the period from the date of this Agreement until the Effective Date of a Registration Statement to be filed by the provisions Company under the Securities Act of 1933, as amended, relating to the registration and sale of Units, each Unit consisting of a share of the Company's Common Stock and a Class A and a Class B Warrant, by D. H. ▇▇▇▇▇ ▇▇▇estment Banking Corp. (the "Underwriter"), and for the further period commencing with such Effective Date and ending thirteen (13) months thereafter (the "lock-up" period for such Common Stock required by the Underwriter) the Shareholder may not withdraw any Shares Deposited from the Trust. Upon the expiration of such thirteen (13) month period, any Shareholder, on ten (10) days' prior written notice to the Trustee, accompanied by the Voting Trust Certificate therefor, may withdraw from the Shares Deposited any or all of the shares of Common Stock of the Company represented by such Voting Trust Certificate, provided that such Shares Deposited are not then subject to the Escrow Agreement or, if subject to the Escrow Agreement, are released in accordance therewith and which the Shareholder intends and is permitted to sell in accordance with the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. The Depositor shall notify the Trustee of any such sale and the Trustee shall in a timely manner deliver a certificate for the Shares sold to the Depositor free of the legend required by the terms of this Agreement) that it shall not, prior to . Any such released stock may not be voted by the completion Shareholder but only by the transferee of such stock from the Shareholder. Any released shares which are not sold or otherwise transferred beyond the control of the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement Shareholder within thirty (excluding a collateral assignment of this Agreement in connection with any financing for the Project30) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval days of the CRA, which approval release shall be deemed redeposited by the CRA may withhold in its sole and absolute discretionShareholder with the Trustee. The CRA, Trustee shall return the certificate(s) representing all Shares withdrawn in its determination of whether to approve accordance herewith and provide a Transfer, shall be entitled to require, as conditions to granting any new Voting Trust Certificate for all Shares Deposited which remain deposited following such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be requiredwithdrawal. (b) Any proposed successor Developer, by instrument in writing satisfactory All certificates representing the Shares subject to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to shall bear the interest assigned and shall agree to abide by and be subject to all of the termsfollowing legend: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A VOTING TRUST AGREEMENT, conditionsDATED AS OF NOVEMBER 13, obligations1996, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement.COPY

Restrictions on Transfer. Developer represents This Debenture, and any Common Shares deliverable upon the conversion hereof, have not been registered under the Securities Act. The Holder by accepting this Debenture agrees that this Debenture and the shares of Common Stock to be acquired as interest on and upon conversion of this Debenture may not be assigned or otherwise transferred unless and until (i) the Company has received the opinion of counsel for itself and its successors and assigns the Holder that this Debenture or such shares may be sold pursuant to an exemption from registration under the Securities Act or (except as so authorized ii) a registration statement relating to this Debenture or such shares has been filed by the provisions Company and declared effective by the SEC. Each certificate for shares of Common Stock deliverable hereunder shall bear a legend as follows unless and until such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered for sale, sold or otherwise transferred except (i) pursuant to an effective registration statement under the Securities Act or (ii) pursuant to an exemption from registration under the Securities Act in respect of which the issuer of this Agreement) that it shall not, prior to the completion certificate has received an opinion of the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing counsel satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all issuer of this certificate to such effect. Copies of the obligations agreement covering both the purchase of the successor Developer under securities and restrictions on their transfer may be obtained at no cost by written request made by the holder of record of this Agreement with respect certificate to the interest assigned and shall agree to abide by and be subject to all Secretary of the terms, conditions, obligations, reservations and restrictions to which issuer of this certificate at the transferor Developer is subject. As part principal executive offices of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor issuer of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreementcertificate. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement." ______________ ____________ Initials Initials

Restrictions on Transfer. Developer represents (i) Such Seller agrees that he will not Transfer any of the shares of Parent Common Stock (or any interest therein) except upon the terms and agrees for itself conditions specified herein and its successors such Seller will cause any subsequent holder of such Seller's shares of Parent Common Stock to agree to take and assigns (except as so authorized by hold the provisions shares of Parent Common Stock subject to the terms and conditions of this Agreement, if such shares of Parent Common Stock are required to include a legend pursuant to Section 2.2(g)(ii) that it hereof. (ii) Each certificate representing the shares of Parent Common Stock issued to such Seller or to any subsequent stockholder shall not, prior to the completion of the Project transfer Developer’s interest include a legend in the Property or any portion thereof and/or this Agreementfollowing form; PROVIDED, or suffer to HOWEVER, that such legend shall not be required (and shall be removed) if a Transfer is being made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for a sale of shares of Parent Common Stock registered under the Project) Securities Act, or in connection with a sale in compliance with Rule 144 under the Securities Act, as such Rule may be amended from time to time (hereinaftereach a "Public Sale"): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRAAS AMENDED, which approval the CRA may withhold in its sole and absolute discretionOR ANY STATE SECURITIES LAW, AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION THEREOF OR A VALID EXEMPTION THEREFROM. The CRASellers also acknowledge that, in its determination under applicable securities laws of whether Canada, the shares of Parent Common Stock may be subject to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be requiredcertain statutory hold periods. (biii) Any proposed successor Developer, by instrument in writing satisfactory Notwithstanding anything to the CRAcontrary in this Section 2.2(g), in its sole discretionsuch Seller shall not Transfer any of the shares of Parent Common Stock except to the extent permitted, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transferaccordance with, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”Shareholders Agreement referred to in Section 4.1(h) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreementhereof. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement.

Restrictions on Transfer. Developer represents and (a) The OW Group agrees for itself and its successors and assigns (except as so authorized by the provisions not to make any Transfer of this Agreement) that it shall not, prior to the completion of the Project transfer Developer’s interest in the Property all or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRAPurchased Shares, which approval except that the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, OW Group shall be entitled permitted to require, as conditions (i) make Permitted Transfers and (ii) Transfer a number of Purchased Shares not to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determinedexceed, in the sole discretion of aggregate, the CRAPermitted Amount. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida Any Transfer described in clause (ii) shall be requiredsubject to the Company’s right of first offer or right of first refusal as set forth in Article VII. (b) Any proposed successor Developer, by instrument in writing satisfactory Notwithstanding anything herein to the CRAcontrary, upon a Change in Control, the Permitted Percentage and Permitted Option Percentage shall be deemed to be 100%. (c) Notwithstanding anything to the contrary in this Agreement, the OW Group agrees that it will not effect any Transfer of Purchased Shares unless such Transfer is made pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and, in either case, in compliance with all applicable state securities laws and all applicable securities laws of any other jurisdiction. The Company agrees, and the OW Group understands and consents, that the Company will not take any action to cause or permit the Transfer of any Purchased Shares to be made on its books (or on any register of securities maintained on its behalf) unless the Transfer is permitted by and has been made in accordance with the terms of this Agreement and all applicable securities laws. The OW Group agrees that in connection with any Transfer of Purchased Shares that is not made pursuant to a registration statement, the Company may, in its sole discretion, request an opinion, certifications and other information in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance reasonably satisfactory to the CRA Company and its legal from counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior reasonably satisfactory to the date of Company stating that such transaction is exempt from registration under the Assignment Agreement. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documentsSecurities Act. (d) Developer The Purchased Shares shall pay be stamped or otherwise imprinted with legends substantially similar to the CRA the actual costs of time and materials incurred following (in addition to any legend required under applicable state securities laws) or if held in electronic form, shall be held in an account by the CRA in conjunction Company’s stock transfer agent subject to restrictions on Transfer substantially consistent with the CRA review and prior written approval of any Assignment Agreement under this Agreementfollowing legend, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid furnished in advance accordance with a reconciliation to be made after review applicable Law: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING ANY SUCH TRANSACTION OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER, SUBJECT TO THE COMPANY’S RIGHT TO RECEIVE AN OPINION OF COUNSEL, CERTIFICATIONS AND OTHER INFORMATION IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY AND FROM COUNSEL REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION REQUIREMENTS. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN SHARE PURCHASE AGREEMENT DATED AS OF OCTOBER 18, 2015, AMONG THE SHAREHOLDER AND THE COMPANY (AS THE SAME MAY BE AMENDED AND IN EFFECT FROM TIME TO TIME). NO SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH SHARE PURCHASE AGREEMENT. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. (e) The OW Group acknowledges and approval of agrees that any Assignment Agreement. The payment Transfer of the Twenty Five Thousand limited liability company interests, partnership interests, shares or other similar equity interests in any member of the OW Group or a parent entity of such member will be deemed to constitute a Transfer of Purchased Shares, and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreementof all or any portion of any such interests in any member of the OW Group or a parent entity of such member shall be subject to compliance with the terms of this Agreement as such terms apply to the OW Group.

Restrictions on Transfer. Developer represents (a) The holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8 Each Investor agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and agrees until the transferee thereof has agreed in writing for itself the benefit of the Company to take and its successors hold such Restricted Securities subject to, and assigns to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10 and: (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and the disposition is made in accordance with the registration statement; or (ii) The Investor shall have given prior written notice to the Company of the Investor’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, the Investor shall have furnished the Company, at the Investor’s expense, with (i) an opinion of counsel reasonably satisfactory to the Company to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Investor to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except as so authorized in unusual circumstances. (b) Notwithstanding the provisions of Section 2.8(a), no such registration statement or opinion of counsel or “no action” letter shall be necessary for (i) a transfer not involving a change in beneficial ownership, or (ii) transactions involving the distribution without consideration of Restricted Securities by any Investor to (x) a parent, subsidiary or other affiliate of the Investor, if the Investor is a corporation, (y) any of the Investor’s partners, members or other equity owners, or retired partners, retired members or other equity owners, or to the estate of any of the Investor’s partners, members or other equity owners or retired partners, retired members or other equity owners, or (z) a venture capital fund that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, the Investor; provided, in each case, that the Investor shall give written notice to the Company of the Investor’s intention to effect such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition. (c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) that it shall not, prior be stamped or otherwise imprinted with a legend substantially similar to the completion following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN A VOTING AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Investors consent to the Company making a notation on its records and giving instructions to any transfer agent of the Project Restricted Securities in order to implement the restrictions on transfer Developer’s interest established in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents2.8. (d) Developer The first legend referring to federal and state securities laws identified in Section 2.8(c) stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to the Restricted Securities shall pay be removed and the CRA Company shall issue a certificate without such legend to the actual costs holder of time and materials incurred by Restricted Securities if (i) those securities are registered under the CRA in conjunction Securities Act, or (ii) the holder provides the Company with an opinion of counsel reasonably acceptable to the CRA review and prior written approval Company to the effect that a sale or transfer of those securities may be made without registration or qualification. (e) Each Investor agrees not to make any sale, assignment, transfer, pledge or other disposition of any Assignment Agreement securities of the Company, or any beneficial interest therein, to any person (other than the Company) that would own 20% or more of the Company’s outstanding voting equity securities (calculated on the basis of voting power) after such transfer unless and until such proposed transferee confirms to the reasonable satisfaction of the Company that neither the proposed transferee nor any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members nor any person that would be deemed a beneficial owner of those securities (in accordance with Rule 506(d) of the Securities Act) is subject to any Bad Actor Disqualification, except as set forth in Rule 506(d)(2)(ii) or (iii) or (d)(3) under this Agreementthe Securities Act and disclosed, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid reasonably in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite transfer, in writing in reasonable detail to the CRA obligation to review any proposed Transfer Assignment AgreementCompany.

Restrictions on Transfer. Developer represents (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.6. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and agrees until the transferee thereof has agreed in writing for itself the benefit of the Company to take and its successors hold such Restricted Securities subject to, and assigns to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.6 and Section 2.8, and: (except as so authorized i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and the disposition is made in accordance with the registration statement; or (ii) The Holder shall have given prior written notice to the Company of the Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, the Holder shall have furnished the Company, at the Company’s expense, with (i) an opinion of counsel reasonably satisfactory to the Company to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144. (b) Notwithstanding the provisions of Section 2.6(a), no such registration statement, or opinion of counsel, or “no action” letter shall be necessary for (i) a transfer not involving a change in beneficial ownership, or (ii) transactions involving the distribution without consideration of Restricted Securities by any Holder to (x) a parent, subsidiary or other affiliate of the Holder, if the Holder is a corporation, (y) any of the Holder’s partners, members or other equity owners, or retired partners, retired members or other equity owners, or to the estate of any of the Holder’s partners, members or other equity owners or retired partners, retired members or other equity owners, or (z) a venture capital fund that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, the Holder; provided, in each case, that the Holder shall give written notice to the Company of the Holder’s intention to effect such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition. (c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) that it shall not, prior be stamped or otherwise imprinted with a legend substantially similar to the completion following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Project Restricted Securities in order to implement the restrictions on transfer Developer’s interest established in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents2.6. (d) Developer shall pay The first legend referring to federal and state securities laws identified in Section 2.6(c) stamped on a certificate evidencing the CRA Restricted Securities and the actual costs of time stock transfer instructions and materials incurred by record notations with respect to the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount Restricted Securities shall be paid in advance removed and the Company shall issue a certificate without such legend to the holder of Restricted Securities if (i) those securities are registered under the Securities Act, or (ii) the holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a reconciliation to sale or transfer of those securities may be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreementwithout registration or qualification.

Restrictions on Transfer. Developer represents and (a) Subject to such additional restrictions set forth in this Section 3, each Holder agrees for itself and its successors and assigns (except as so authorized by the provisions not to make any Transfer of this Agreement) that it shall not, prior to the completion of the Project transfer Developer’s interest in the Property all or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole Shares unless and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, thatuntil: (ai) Any there is then in effect a registration statement under the Securities Act covering such proposed successor Developer Transfer and such Transfer is made in accordance with such registration statement; or (A) The Transferee has agreed in writing to be bound by the terms of Sections 3, 8 and 13 of this Registration Rights Agreement, (B) such Holder shall have notified the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion Company of the CRAproposed Transfer and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed Transfer, and (C) such Holder shall have furnished the Company with an opinion of counsel, satisfactory to the Company, that such Transfer will not require registration of such Shares under the Securities Act. If proposed successor developer is an entityNotwithstanding the foregoing, proof the Company will not require the Transferee to be bound by the terms of existence Section 3, 8 and good standing from 13 of this Registration Rights Agreement if the state of origination as well as Florida Company shall be requireddetermine that such Transferee has acquired said Shares pursuant to a transaction in compliance with Rule 144 under the Securities Act. (b) Any proposed successor DeveloperNotwithstanding the provisions of subsection (a) above, no restriction pursuant to subsection (a) shall apply to a Transfer by instrument in writing satisfactory a Holder that is a corporation Transferring to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume a wholly-owned subsidiary or a parent corporation that owns all of the obligations capital stock of the successor Developer under this Agreement with respect Holder; provided, that in each case the Transferee has agreed in writing to the interest assigned and shall agree to abide by and be subject to all the terms of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory this Registration Rights Agreement to the CRA and its legal counsel which shall contain same extent as if it were an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreementoriginal Holder hereunder. (c) There Each certificate representing Shares shall be submitted stamped or otherwise imprinted with legends substantially similar to the CRA for review all instruments and other legal documents reasonably necessary following (in addition to review compliance with this Section 13any legend required under applicable state securities laws or the Company's Bylaws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement.CERTAIN REGISTRATION RIGHTS AGREEMENT BY AND

Restrictions on Transfer. Developer represents (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and agrees until (x) the transferee thereof has agreed in writing for itself the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10 and (y): (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) Such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested by the Company, such Holder shall have furnished the Company, at its successors and assigns expense, with (except as so authorized i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities Act or (ii) a “no action” letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. (b) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) that it shall not, prior be stamped or otherwise imprinted with a legend substantially similar to the completion following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTORS’ RIGHTS AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Project Restricted Securities in order to implement the restrictions on transfer Developer’s interest established in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment AgreementSection 2.8. (c) There The first legend referring to federal and state securities laws identified in Section 2.8(b) hereof stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to such Restricted Securities shall be submitted removed and the Company shall issue a certificate without such legend to the CRA for review all instruments and other legal documents holder of such Restricted Securities if (i) such securities are registered under the Securities Act, or (ii) such holder provides the Company with an opinion of counsel reasonably necessary acceptable to review compliance the Company to the effect that a public sale or transfer of such securities may be made without registration under the Securities Act, or (iii) such holder provides the Company with this Section 13. A copy reasonable assurances, which may, at the option of the instruments and other legal documentsCompany, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt include an opinion of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite counsel satisfactory to the CRA obligation Company, that such securities can be sold pursuant to review any proposed Transfer Assignment AgreementRule 144 under the Securities Act.

Restrictions on Transfer. Developer Initial Holder represents to the Company that she is acquiring the Shares for her own investment account and agrees without a view to the subsequent public distribution of the Shares otherwise than pursuant to an effective registration statement under the Securities Act or an exemption therefrom. Each certificate for itself Shares issued to the Initial Holder and any subsequent Holder which have not been sold to the public pursuant to an effective registration statement under the Securities Act or as to which the restrictions on transfer have not been removed as hereinafter provided, shall bear a restrictive legend reciting that the same have not been registered pursuant to the Securities Act and may not be transferred in the absence of an effective registration statement as to such Shares or an exemption in fact from the registration requirements thereof. Prior to any proposed transfer of any Registrable Securities, except pursuant to an effective registration statement under the Securities Act and applicable state securities laws, the Holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and shall be accompanied by an opinion of counsel experienced in federal and state securities laws matters and reasonably acceptable to the Company and its successors and assigns (except as so authorized by the provisions of this Agreement) that it shall not, prior counsel to the completion effect that the proposed transfer may be effected without registration under the Securities Act and applicable state securities laws, whereupon the Holder of the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, such Registrable Securities shall be entitled to require, as conditions to granting any transfer such prior approval, that:securities in accordance with the terms of its notice and such opinion. Restrictions imposed under this Section 2 upon the transferability of the Shares shall cease when (a) Any proposed successor Developer shall a registration statement covering such Shares becomes effective under the Securities Act and such Shares have the business experience and reputationbeen sold pursuant to that registration statement, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required.or (b) Any proposed successor Developerthe Company receives from the Holder thereof an opinion of counsel experienced in federal securities laws matters, by instrument in writing satisfactory which counsel and opinion shall be reasonably acceptable to the CRACompany, that such restrictions are no longer required in its sole discretionorder to insure compliance with the Securities Act. When such restrictions terminate, and the Company shall issue new certificates in recordable form, shall, for itself and its successors and assigns expressly assume all the name of the obligations of Holder not bearing the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide legends required by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents2. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement.

Restrictions on Transfer. Developer represents and (a) Each Other Shareholder agrees for itself and its successors and assigns (except as so authorized by that, without the provisions prior written consent of this Agreement) that each Investor, it shall not, not directly or indirectly Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities) prior to the completion of the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be requiredQPO. (b) Any proposed successor DeveloperEach Controlling Shareholder agrees that within the two years following the completion of the QPO, so long as the Aggregate Ownership of Ordinary Shares by instrument any Investor is at least 20% of such Investor’s Initial Ownerships of Ordinary Shares, without the prior written consent of such Investor, such Controlling Shareholder shall not directly or indirectly Transfer (α) in any single transaction or in a series of transactions, whether or not related, Company Securities representing 50% or more of its Initial Ownership of Ordinary Shares or (β) any Company Securities if the Controlling Shareholders have Transferred an aggregate amount of Company Securities representing 20% or more of their aggregate Initial Ownership of Ordinary Shares, except for Transfers (i) pursuant to Article 4 of the Series A Subscription Agreement, (ii) pursuant to Article 3 of the Series B Subscription Agreement, (iii) pursuant to Section 11.06 of the Convertible Loan Agreement, (iv) pursuant to Section 6.09 of this Agreement, (v) to transferees pursuant to the Share Charge Agreements, (vi) to any employees of the Company or its Subsidiaries as share based compensation or incentive, (vii) to any other Controlling Shareholder or the Permitted Transferees of any other Controlling Shareholder or (viii) to any Permitted Transferee of such Controlling Shareholder, provided that (A) such Permitted Transferee shall have agreed in writing satisfactory to be bound by the terms of this Agreement in the form of Exhibit A attached hereto and (B) if such Permitted Transferee ceases to be a Permitted Transferee of such Controlling Shareholder, the Company Securities previously Transferred shall be immediately Transferred, to the CRAextent permitted by applicable laws, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all to such Controlling Shareholder or another Person who qualifies as a Permitted Transferee of such Controlling Shareholder. Any such Transfer by the obligations of the successor Developer under this Agreement with respect to the interest assigned and Controlling Shareholders shall agree to abide by and be subject to all (i) the rules and regulations of the terms, conditions, obligations, reservations stock exchange where the QPO takes place and restrictions to (ii) the applicable laws in the jurisdiction in which the transferor Developer such stock exchange is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreementlocated. (c) There Each Other Shareholder agrees that it shall not directly or indirectly Transfer any Company Securities if as a result of such Transfer there shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with a Change of Control, unless such Transfer is otherwise permitted under this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer Agreement and the proposed successor to Developer. The CRA transferee agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documentspurchase all Company Securities then held by the Investors at a price agreed to by the Investors. (d) Developer Sections 3.02(a) through 3.02(c) shall pay the CRA the actual costs of time and materials incurred apply mutatis mutandis to any direct or indirect Transfer by the CRA in conjunction with the CRA review and prior written approval any Controlling Person of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid equity interests in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreementrelevant Controlling Shareholder.

Restrictions on Transfer. Developer represents (a) Each Holder agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and agrees for itself until there is then in effect a registration statement under the Securities Act covering such proposed disposition and its successors such disposition is made in accordance with such registration statement or, if there is not in effect such a registration statement, unless: (i) the Holder has first offered the Company and assigns (except as so authorized by the other Holders the Shares or Registrable Securities in accordance with the provisions of subsection 2.1(e) of this Agreement; and (A) that it shall not, prior The transferee has agreed in writing to be bound by the completion terms of the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for B) such Holder shall have notified the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval Company of the CRA, which approval the CRA may withhold in its sole proposed disposition and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have furnished the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion Company with a detailed statement of the CRAcircumstances surrounding the proposed disposition, and (C) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. If proposed successor developer It is an entity, proof agreed that the Company will not require opinions of existence and good standing from counsel for transactions made pursuant to Rule 144 except as may be reasonably requested by counsel to the state Company in light of origination as well as Florida shall be requiredthe circumstances. (b) Any proposed successor Developer, Each certificate representing Shares or Registrable Securities shall (unless otherwise permitted by instrument in writing satisfactory the provisions of the Agreement) be stamped or otherwise imprinted with a legend substantially similar to the CRAfollowing (in addition to any legend required under (i) applicable state securities laws (ii) the Voting Agreement and the Agreement Concerning Sale of Stock between the Company and certain stockholders, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all dated as of the obligations of date hereof, (iii) the successor Developer under Company's Bylaws, or (iv) as provided elsewhere in this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the termsAgreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT') AND MAY NOT BE OFFERED, conditionsSOLD OR OTHERWISE TRANSFERRED, obligationsASSIGNED, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment AgreementPLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (c) There The Company shall be submitted obligated to reissue promptly unlegended certificates at the request of any holder thereof if the holder shall have obtained an opinion of counsel (which counsel may be counsel to the CRA for review all instruments Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification or legend. (d) Any legend endorsed on an instrument pursuant to applicable state securities laws and other legal documents reasonably necessary the stop-transfer instructions with respect to review compliance with this Section 13. A copy such securities shall be removed upon receipt by the Company of an order of the instruments and other legal documentsappropriate blue sky authority authorizing such removal. (e) Prior to any sale of Shares or Registrable Securities, including a Holder must give prior written notice ("Notice") to the Assignment Agreement, shall be provided Company offering to sell those same Shares or Registrable Securities to the CRA for review and approval at least thirty (30) days prior Company upon substantially similar terms that the Holder will propose selling the Shares or Registrable Securities in the event the Company declines to being executed by Developer and the proposed successor to Developerpurchase such securities from Holder. The CRA agrees Company shall have the right, exercisable upon written notice to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than Shareholder within fifteen (15) days after receipt the notice, to purchase all of such instruments and documents. the offered securities on substantially similar terms set forth. If the Company elects not to purchase any portion of the offered shares, the Holder must then offer the remaining shares to the other Holders upon substantially similar terms. The other holders shall have the right, exercisable upon written notice to the Holder within fifteen (d15) Developer shall pay days, to purchase the CRA offered securities upon the actual costs of time and materials incurred by offered terms. If the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments Company and other legal documents which costs shall Holders do not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation elect to be made after review and approval of any Assignment Agreement. The payment purchase the offered securities, the Shareholder may enter into an agreement providing for the sale of the Twenty Five Thousand offered securities to a third party or parties on terms and 00/100 Dollars ($25,000.00) by conditions substantially similar to those described in the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreementnotice.

Restrictions on Transfer. Developer represents and agrees for itself and its successors and assigns (except as so authorized by the provisions of this Agreement) that it shall not, prior to the completion of the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall The undersigned understands and agrees that because the offer and sale of the Note and the Warrants subscribed for herein have not been registered under federal or state securities laws, the business experience Note (including any securities issuable upon conversion thereof) and reputationthe Warrants (and any securities issuable upon conversion thereof) acquired may not at any time be sold or otherwise disposed of by the undersigned unless it is registered under the 1933 Act or there is applicable to such sale or other disposition one of the exemptions from registration set forth in the 1933 Act, development track record the rules and sufficient financial capacity regulations of the SEC thereunder and applicable state law. The undersigned further understands that the Company has no obligation or present intention to carry out register the obligations under this AgreementNote (including any securities issuable upon conversion thereof) or the Warrants (and any securities issuable upon conversion thereof), or to permit its sale other than in strict compliance with the 1933 Act, SEC rules and regulations thereunder, and applicable state law. The undersigned recognizes that, as determined, in the sole discretion a result of the CRAaforementioned restrictions, there is no and will be no public market for the Note or the Warrants subscribed for hereunder. If proposed successor developer is The undersigned expects to hold the Note (and any securities issuable upon conversion thereof) and the Warrants (and any securities issuable upon conversion thereof) for an entity, proof indefinite period and understands that the undersigned will not readily be able to liquidate this investment even in case of existence and good standing from the state of origination as well as Florida shall be requiredan emergency. (b) Any proposed successor Developer, by instrument in writing satisfactory The Note (and the securities to be issued to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”undersigned upon conversion thereof) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for Warrants (and any liabilities and obligations securities issuable upon conversion thereof) shall have endorsed thereon legends substantially as the Developer under this Agreement prior to the date of the Assignment Agreementfollows: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT (AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR TRANSFERRED IN THE ABSENCE OF 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 IS NOT REQUIRED UNDER THE ACT OR UNDER APPLICABLE STATE SECURITIES LAWS. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement.”

Restrictions on Transfer. Developer represents (a) This Option may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered in any manner otherwise than by will, the laws of descent and agrees for itself and its successors and assigns (except distribution, or pursuant to a qualified domestic relations order as so authorized defined by the provisions Code; provided, however, that the Optionee may assign or transfer this Option to members of this Agreement) that it shall nothis immediate family or to a trust for the benefit of such members of his immediate family and, prior to during the completion lifetime of the Project transfer Developer’s interest in Optionee, this Option may be exercised only by the Property Optionee or any portion thereof and/or this Agreementassignee, as the case may be, or suffer his legally authorized representative. The Optionee shall not have any right to be made sell, assign, transfer, pledge or createdotherwise dispose of or encumber this Option, and any total or partial assignmentattempted transfer, sale, transferassignment, pledge or encumbrance of this Agreement (excluding shall have no effect on the Company. The Company may also require the Optionee to furnish evidence satisfactory to the Company, including a collateral assignment of this Agreement in connection with written and signed representation letter and consent to be bound by any financing for the Project) (hereinaftertransfer restrictions imposed by law, collectively known as “Transfer”) in any other mode legend, condition or form or otherwise. The Shares shall not be issued with respect to this Agreement any Option unless the exercise of the Option shall comply with all relevant provisions of federal and state law, including without first obtaining limitation the prior written Securities Act of 1933, as amended, the rules and regulations promulgated thereunder and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether Company with respect to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be requiredcompliance. (b) Any proposed successor DeveloperThe Optionee, by instrument in writing satisfactory his acceptance hereof, represents, opines, covenants and agrees that (i) the Optionee has knowledge of the business and affairs of the Company, and (ii) this Option is being acquired for investment and not with a view to the CRAdistribution hereof and that, in its sole discretionabsent an effective registration statement under the Securities Act of 1933, as amended (the "Act"), covering the disposition of this Option, it will not be sold, transferred, assigned, hypothecated or otherwise disposed of without first providing the Company with an opinion of counsel (which may be counsel for the Company) or other evidence, reasonably acceptable to the Company, to the effect that such sale, transfer, assignment, hypothecation or other disposal will be exempt from the registration and prospectus delivery requirements of the Act, as amended, and the registration or qualification requirements of any applicable state securities laws. The Optionee consents to the making of a notation in recordable form, shall, for itself and its successors and assigns expressly assume all the Company's records or giving to any transfer agent of the obligations Option an order to implement such restriction on transferability. This Option shall bear the following legend or a legend of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the termssimilar import; provided, conditionshowever, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement. (c) There that such legend shall be submitted to removed, or not placed upon the CRA for review all instruments and other legal documents reasonably Option if such legend is no longer necessary to review assure compliance with this Section 13the Act: "THIS OPTION HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE BECAUSE IT IS BELIEVED TO BE EXEMPT FROM REGISTRATION UNDER THE ACT. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement.THIS OPTION IS

Restrictions on Transfer. Developer represents (i) The Seller agrees that he, she or it will not transfer or otherwise dispose of (each, a "DISPOSITION" or "DISPOSE") any of the shares of Buyer Common Stock (or any interest therein) except upon the terms and agrees for itself conditions specified herein and its successors The Seller will cause any subsequent holder of The Seller's shares of Buyer Common Stock to agree to take and assigns (except as so authorized by hold the provisions shares of Buyer Common Stock subject to the terms and conditions of this Agreement, if such shares of Buyer Common Stock are required to include a legend pursuant to Section 2.2(f)(ii) that it hereof. (ii) Each certificate representing the shares of Buyer Common Stock issued to The Seller or to any subsequent holder of The Seller's shares shall not, prior to the completion of the Project transfer Developer’s interest include a legend in the Property or any portion thereof and/or this Agreementfollowing form; PROVIDED, or suffer to HOWEVER, that such legend shall not be required (and shall be removed) if a Disposition is being made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for a sale of shares of Buyer Common Stock registered under the Project) (hereinafterSecurities Act, collectively known as “Transfer”) or in any other mode or form or connection with respect to this Agreement without first obtaining a sale in compliance with Rule 144 under the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to requireSecurities Act, as conditions such Rule may be amended from time to granting any such prior approvaltime: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, that: (a) Any proposed successor Developer shall have the business experience and reputationAS AMENDED, development track record and sufficient financial capacity to carry out the obligations under this AgreementOR ANY STATE SECURITIES LAW, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be requiredAND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION THEREOF OR A VALID EXEMPTION THEREFROM. (biii) Any proposed successor Developer, by instrument in writing satisfactory Notwithstanding anything to the CRAcontrary in this Section 2.2(f), in its sole discretionThe Seller shall not Dispose of any of the shares of Buyer Common Stock except to the extent permitted, and in recordable formaccordance with, shall, for itself and its successors and assigns expressly assume all the terms of the obligations of the successor Developer under this Agreement with respect Lock-up provision referred to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment AgreementSection 3.8 hereof. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement.

Restrictions on Transfer. Developer represents and agrees for itself and its successors and assigns (except as so authorized by a) Until the provisions of this Agreement) that it shall not, prior to the completion second anniversary of the Project transfer Developer’s interest in Closing Date, the Property Farids Group agrees not to make any Transfer of all or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRAPurchased Shares, which approval except that the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, Farids Group shall be entitled permitted to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be requiredmake Permitted Transfers. (b) Any proposed successor Developer, by instrument in writing satisfactory Notwithstanding anything to the CRAcontrary in this Agreement, the Farids Group agrees that it will not effect any Transfer of Purchased Shares unless such Transfer is made pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and, in either case, in compliance with all applicable state securities laws and all applicable securities laws of any other jurisdiction. The Company agrees, and the Farids Group understands and consents, that the Company will not take any action to cause or permit the Transfer of any Purchased Shares to be made on its books (or on any register of securities maintained on its behalf) unless the Transfer is permitted by and has been made in accordance with the terms of this Agreement and all applicable securities laws. The Farids Group agrees that in connection with any Transfer of Purchased Shares that is not made pursuant to a registration statement, the Company may, in its sole discretion, request an opinion, certifications and other information in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance reasonably satisfactory to the CRA Company and its legal from counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior reasonably satisfactory to the date of Company stating that such transaction is exempt from registration under the Assignment AgreementSecurities Act. (c) There The Purchased Shares shall be submitted stamped or otherwise imprinted with legends substantially similar to the CRA for review all instruments and other legal documents reasonably necessary following (in addition to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreementany legend required under applicable state securities laws) or if held in electronic form, shall be provided held in an account by the CRA for review and approval at least thirty Company’s stock transfer agent subject to restrictions on Transfer substantially consistent with the following legend, which shall be furnished in accordance with applicable Law: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (30THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT (A) days prior to being executed by Developer and the proposed successor to DeveloperPURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING ANY SUCH TRANSACTION OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER, SUBJECT TO THE COMPANY’S RIGHT TO RECEIVE AN OPINION OF COUNSEL, CERTIFICATIONS AND OTHER INFORMATION IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY AND FROM COUNSEL REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION REQUIREMENTS. The CRA agrees to diligently proceed with and complete its review and approval as soon as possibleTHE SALE, but in no event sooner than fifteen PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN STRATEGIC ALLIANCE AGREEMENT DATED AS OF DECEMBER 20, 2019, AMONG FARIDS & CO. LLC, EDIBLE ARRANGEMENTS, LLC AND THE COMPANY (15) days after receipt of such instruments and documentsAS THE SAME MAY BE AMENDED AND IN EFFECT FROM TIME TO TIME). NO SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STRATEGIC ALLIANCE AGREEMENT. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. (d) Developer shall pay the CRA the actual costs of time The Farids Group acknowledges and materials incurred by the CRA in conjunction with the CRA review and prior written approval of agrees that any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment Transfer of the Twenty Five Thousand limited liability company interests, partnership interests, shares or other similar equity interests in any member of the Farids Group or a parent entity of such member will be deemed to constitute a Transfer of Purchased Shares, and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreementof all or any portion of any such interests in any member of the Farids Group or a parent entity of such member shall be subject to compliance with the terms of this Agreement as such terms apply to the Farids Group. (e) The Company acknowledges and agrees that the Farids Group may from time to time pledge, and/or grant a security interest in, some or all of the legended Purchased Shares in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Farids Group transferee of the pledge. No notice shall be required of such pledge, but the Farids Group’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. The Farids Group acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Purchased Shares or for any agreement, understanding or arrangement between the Farids Group and its pledgee or secured party. At the Farids Group’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Purchased Shares may reasonably request in connection with a pledge or transfer of the Purchased Shares, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders thereunder. (f) The legend set forth in Section 5.1(c) above shall be removed and the Company shall issue one or more certificates without such legend or any other legend to the holder of the Purchased Shares upon which it is stamped or issue to such holder by electronic delivery, if (i) such Purchased Shares are registered for resale under the Securities Act, (ii) such Purchased Shares are sold or transferred pursuant to Rule 144, or (iii) such Purchased Shares are eligible for resale under the Securities Act without regard to current public information, manner of sale or volume limitations. Any fees (with respect to the Company’s transfer agent, Company counsel or otherwise) associated with the removal of such legend shall be borne by the Company.

Restrictions on Transfer. Developer represents 2.1.1 Each Holder agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and agrees for itself until: 2.1.1.1 There is then in effect a registration statement under the Securities Act covering such proposed disposition and its successors such disposition is made in accordance with such registration statement; or 2.1.1.2 Such disposition is made pursuant to and assigns in compliance with Rule 144. 2.1.2 Each certificate representing Shares or Registrable Securities shall (except as so authorized unless otherwise permitted by the provisions of this the Agreement) that it shall not, prior be stamped or otherwise imprinted with a legend substantially similar to the completion following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE 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. 2.1.3 The Company shall be obligated to reissue promptly unlegended certificates at the request of any holder thereof if the Project transfer Developer’s interest in holder shall have obtained an opinion of counsel (which counsel may be counsel to the Property or any portion thereof and/or this Agreement, or suffer Company) reasonably acceptable to the Company to the effect that the securities proposed to be made unlegended may lawfully be so disposed of without registration, qualification or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for legend. 2.1.4 Any legend endorsed on an instrument pursuant to applicable state securities laws and the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or stop-transfer instructions with respect to this Agreement without first obtaining such securities shall be removed upon receipt by the prior written approval Company of an order of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any appropriate blue sky authority authorizing such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be requiredremoval. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement.

Restrictions on Transfer. Developer represents A Member may Transfer his, her or its Membership Unit only in compliance with this Article. An attempted Transfer of all or a portion of a Member’s Membership Units that is not in compliance with this Article shall be null and agrees for itself void. Restrictions have been placed upon the ability of Investors to resell or otherwise dispose of any Membership Units purchased hereunder including (without limitation) the following: (1) No member may resell or otherwise transfer any Membership Units without the satisfaction of certain conditions designed to comply with applicable tax and its successors and assigns securities laws, including (without limitation) the requirement that certain legal opinions be provided to the Series Manager with respect to such matters at the expense of the Member requesting such transfer. The transferee must meet the same Investor qualifications as the Members admitted during the Offering Period. (2) If the Oklahoma Commissioner imposes a transfer restriction on the Membership Units, they may not be sold or transferred without the prior written consent of the Commissioner, except as so authorized by permitted in the provisions Commissioner’s Rules. (3) The Membership Units have not been registered with the Securities and Exchange Commission under the Securities Act of this Agreement1933, as amended (the “Securities Act”), in reliance upon the exemptions provided for under Section 3(a) (11) and Rule 147 thereunder. Membership Units may not be sold or otherwise transferred without registration under the Securities Act or pursuant to an exemption therefrom. In addition, no sales or transfers may be made to non-Oklahoma residents for at least nine (9) months after the last sale of Membership Units offered hereby. (4) A legend will be placed upon all instruments evidencing ownership of Membership Units in the Series stating that it the Membership Units have not been registered under the Securities Act, and set forth the foregoing limitations on resale. Notations regarding these limitations shall not, prior to be made in the completion appropriate records of the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer Series with respect to all Membership Units offered hereby. The foregoing steps will also be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement taken in connection with the issuance of any financing new instruments for any Membership Units that are presented for transfer, to the Projectextent the Manager deems appropriate, and specifically in connection with instruments presented for transfer during the nine (9) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be requiredmonth period described above. (b5) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all The Series will charge a minimum transfer fee of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Hundred Dollars ($25,000.00500) which amount shall per transfer of ownership. If a Member transfers Membership Units to more than one person, except transferees who will hold title together, the transfer to each person will be paid in advance with considered a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreementseparate transfer.

Restrictions on Transfer. Developer represents Beneficial ownership of every Restricted Security shall be subject to the restrictions on transfer provided in the legend required to be set forth on the face of each Restricted Security pursuant to Section 2.02, unless such restrictions on transfer shall be terminated in accordance with this Section 3.06(b) or Section 3.10. The Holder of each Restricted Security, by such ▇▇▇▇▇▇’s acceptance thereof, agrees to be bound by such restrictions on transfer. The restrictions imposed by this Section 3.06 and agrees by Section 2.02 and Section 3.10 upon the transferability of any particular Restricted Security shall cease and terminate upon such Restricted Security having been sold pursuant to an effective Resale Registration Statement under the Securities Act or transferred in compliance with Rule 144 under the Securities Act (or any successor provision thereto). Any Restricted Security as to which the restrictions on transfer shall have expired in accordance with their terms or shall have terminated may, upon surrender of such Restricted Security for itself and its successors and assigns (except as so authorized by exchange to the Security Registrar in accordance with the provisions of this Agreement) that Section 3.06, be exchanged for a new Security, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by Section 2.02. The Company shall inform the Trustee in writing of the effective date of any Resale Registration Statement registering the Securities under the Securities Act. The Trustee shall not be liable for any action taken or omitted to be taken by it shall not, prior in good faith in accordance with the aforementioned resale registration statement. Prior to the completion first anniversary of the Project transfer Developer’s interest last date of original issuance of the Securities (including through the exercise of the Initial Purchasers’ option to purchase additional Securities), the Securities may not be sold by any affiliate (within the meaning of Rule 144 under the Securities Act) of the Company, except pursuant to an effective registration statement or in compliance with Rule 144. As used in the Property or preceding three paragraphs of this Section 3.06, the term “transfer” encompasses any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transferpledge, transfer or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documents. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval disposition of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment AgreementRestricted Security.

Restrictions on Transfer. Developer represents (a) The Purchaser (i) acknowledges that the shares of Common Stock are not registered under the Securities Act and agrees that the shares of Common Stock must be held indefinitely by it unless they are subsequently registered under the Securities Act or an exemption from registration is available, (ii) is aware that any routine sales of the Common Stock under Rule 144 promulgated by the SEC 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, compliance with some other registration exemption will be required, (iii) is aware that Rule 144 is not presently available for itself use by the Purchaser for resale of any such Common Stock and its successors and assigns that there can be no assurance that Rule 144 will be available at any time in the future, (iv) is aware that, except as so authorized provided in Section 6 hereof, the Company is not obligated to register under the Securities Act any sale, transfer or other disposition of the shares of Common Stock, (v) is aware that the Company shall not be required to register the transfer of the shares of Common Stock on the books of the Company unless the Company shall have been provided with an opinion of counsel satisfactory to it prior to such transfer to the effect that registration under the Securities Act or any applicable state securities law has been effected or is not required in connection with the transaction resulting in such transfer, and (vi) is aware that the shares of Common Stock, and each certificate representing the shares of Common Stock and any shares of Common Stock or other securities issued in respect of such shares of Common Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by paragraph (b) of this Section 3.3) be stamped or otherwise imprinted with the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED TO SALE, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT RELATING TO THE SECURITIES WHICH IS EFFECTIVE UNDER THE SECURITIES ACT, (ii) RULE 144 PROMULGATED UNDER THE SECURITIES ACT OR (iii) AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS IS AVAILABLE." (b) The restrictions on the transferability of the shares of Common Stock shall cease and terminate when such shares of Common Stock shall have been registered under the Securities Act and are proposed to be sold or otherwise disposed of in accordance with an intended method of disposition set forth in the registration statement covering such Common Stock required by Section 6.1 or 6.2 or any other applicable registration statement, or when such shares of Common Stock are transferable in accordance with the provisions of this AgreementRule 144(k) that it promulgated under the Securities Act. Whenever the restrictions on transfer shall not, prior to the completion of the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known terminate as “Transfer”) in any other mode or form or hereinabove provided with respect to this Agreement without first obtaining the prior written approval any of the CRAshares of Common Stock, the holder of any such shares of Common Stock bearing the legend set forth in paragraph (a) of this Section 3.3 as to which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, such conditions shall have terminated shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing receive from the state Company, without expense (except for the payment of origination any applicable transfer tax) and as well as Florida shall be required. (b) Any proposed successor Developer, by instrument in writing satisfactory to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement. (c) There shall be submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon expeditiously as possible, but in no event sooner than fifteen (15) days after receipt of new stock certificates not bearing such instruments and documentslegend. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement.

Restrictions on Transfer. Developer represents and agrees for itself and its successors and assigns (except as so authorized by the provisions of this Agreement) that it shall notThe Option being granted hereunder, prior or any shares issued pursuant to the completion exercise of the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, such option shall be entitled subject to require, as conditions to granting any such prior approval, thatthe following restrictions: (a) Any proposed successor Developer Neither the option granted hereunder nor shares issued pursuant to the exercise of such option may be sold or otherwise disposed of until a period of at least three (3) years shall have elapsed from the business experience and reputationdate of grant of this option. (b) For a period of three (3) years after the option is issued to Optionee, development track record and sufficient financial capacity to carry out the obligations under this Agreementoption, as determinedif unexercised, or the underlying shares, if acquired, may in the sole discretion of the CRA. If proposed successor developer is an entityCompany, proof of existence and good standing from be reacquired by the state of origination Company at the same price as well paid by Optionee for the option and/or shares, as Florida shall the case may be, should such Optionee's employment or service with the Company be required. (b) Any proposed successor Developerterminated for fraud, by instrument in writing satisfactory misappropriation or similar wrongdoing to the CRA, Company. Anything in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the obligations of the successor Developer under this Agreement with respect foregoing to the interest assigned and contrary notwithstanding, this restriction shall agree not permit the Company to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to reacquire shares upon which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prohibition against sale or other disposition has lapsed prior to the date termination of the Assignment Agreementemployment. (c) There shall be submitted Optionee represents that he is acquiring this Option pursuant to the CRA Restricted Plan, for review all instruments investment purposes only, and not with a view to the distribution or public offering thereof. Optionee agrees that he will not make any sale, transfer, pledge, hypothecation, encumbrance or other legal documents reasonably necessary disposition of this Option, unless and until (i) such Option is registered pursuant to review compliance an effective registration statement filed in accordance with this Section 13. A copy the Securities Act of 1933; or (ii) SPARTECH receives an opinion of counsel satisfactory in form and substance to it, to the effect that such sale or other disposition may be made without registration under the then applicable rules of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer Securities Act of 1933 and the proposed successor to Developer. The CRA agrees to diligently proceed with rules and complete its review regulations of the Securities and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documentsExchange Commission promulgated thereunder. (d) Developer Neither this Option, nor the underlying shares prior to the exercise, shall pay be transferrable, except by Will or pursuant to the CRA laws of descent and distribution. This Option may be exercised during Optionee's lifetime only by him, and upon the actual costs death of time the Optionee, only for the period ending six (6) months following appointment and materials incurred by qualification of his Executor or legal representative. Neither this Option, nor the CRA in conjunction with underlying shares prior to exercise, may be pledged, hypothecated, or otherwise used as collateral to secure the CRA review and prior written approval payment of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars debt. ($25,000.00e) which amount In the event of Optionee employment or services with SPARTECH shall be paid terminated voluntarily, with SPARTECH's consent or without such consent, or for any reason whatever, this Option shall remain exercisable for a period of three (3) years from the date of such termination. In no event, however, may this Option be exercised, in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreementwhole or in part, later than December 9, 2003.

Restrictions on Transfer. Developer represents (a) This Option may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered in any manner otherwise than by will, the laws of descent and agrees for itself and its successors and assigns (except distribution, or pursuant to a qualified domestic relations order as so authorized defined by the provisions Code; provided, however, that the Optionee may assign or transfer this Option to members of this Agreement) that it shall nothis immediate family or to a trust for the benefit of such members of his immediate family and, prior to during the completion lifetime of the Project transfer Developer’s interest in Optionee, this Option may be exercised only by the Property Optionee or any portion thereof and/or this Agreementassignee, as the case may be, or suffer his legally authorized representative. The Optionee shall not have any right to be made sell, assign, transfer, pledge or createdotherwise dispose of or encumber this Option, and any total or partial assignmentattempted transfer, sale, transferassignment, pledge or encumbrance of this Agreement (excluding shall have no effect on the Company. The Company may also require the Optionee to furnish evidence satisfactory to the Company, including a collateral assignment of this Agreement in connection with written and signed representation letter and consent to be bound by any financing for the Project) (hereinaftertransfer restrictions imposed by law, collectively known as “Transfer”) in any other mode legend, condition or form or otherwise. The Shares shall not be issued with respect to this Agreement any Option unless the exercise of the Option shall comply all relevant provisions of Federal and state law, including without first obtaining limitation the prior written Securities Act of 1933, as amended, the rules and regulations promulgated thereunder and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether Company with respect to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be requiredcompliance. (b) Any proposed successor DeveloperThe Optionee, by instrument in writing satisfactory his acceptance hereof, represents, opines, covenants and agrees that (i) the Optionee has knowledge of the business and affairs of the Company, and (ii) this Option is being acquired for investment and not with a view to the CRAdistribution hereof and that, in its sole discretionabsent an effective registration statement under the Securities Act of 1933, as amended (the "Act"), covering the disposition of this Option, it will not be sold, transferred, assigned, hypothecated or otherwise disposed of without first providing the Company with an opinion of counsel (which may be counsel for the Company) or other evidence, reasonably acceptable to the Company, to the effect that such sale, transfer, assignment, hypothecation or other disposal will be exempt from the registration and prospectus delivery requirements of the Act, as amended, and the registration or qualification requirements of any applicable state securities laws. The Optionee consents to the making of a notation in recordable form, shall, for itself and its successors and assigns expressly assume all the Company's records or giving to any transfer agent of the obligations Option an order to implement such restriction on transferability. This Option shall bear the following legend or a legend of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the termssimilar import; provided, conditionshowever, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement. (c) There that such legend shall be submitted to removed, or not placed upon the CRA for review all instruments and other legal documents reasonably Option if such legend is no longer necessary to review assure compliance with this Section 13the Act: "THIS OPTION HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE BECAUSE IT IS BELIEVED TO BE EXEMPT FROM REGISTRATION UNDER THE ACT. A copy of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documentsTHIS OPTION IS "RESTRICTED" AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement."

Restrictions on Transfer. Developer represents and agrees for itself and its successors and assigns (except as so authorized by the provisions of this Agreement) that it shall not, prior to the completion of the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) Any proposed successor Developer shall The Purchaser agrees that it will not sell or otherwise dispose of any Shares unless such Shares have been registered under the business experience and reputationSecurities Act and, development track record and sufficient financial capacity to carry out the obligations extent required, under this Agreementany applicable state securities laws, as determinedor pursuant to an applicable exemption from such registration requirements. The Company may endorse on all Share certificates a legend stating or referring to such transfer restrictions; provided, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida that no such legend shall be requiredendorsed on any Share certificates that, when issued, are no longer subject to the restrictions of this Section 6. (b) Any proposed successor Developer, by instrument in writing satisfactory The Purchaser agrees to the CRA, in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of placement on certificates representing the obligations of the successor Developer under this Agreement with respect Shares issued to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory Purchaser pursuant to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer terms hereof, (i) any certificate issued at any time in favor of the CRA and the successor to Developer exchange or substitution for any liabilities and obligations certificate bearing such legend, a legend (the "Private Placement Legend") substantially as the Developer under this Agreement prior to the date of the Assignment Agreementset forth below: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED 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. (c) There The Private Placement Legend shall be submitted removed from a certificate representing the Shares if the securities represented thereby are sold pursuant to an effective registration statement under the Securities Act or there is delivered to the CRA for review all instruments Company such satisfactory evidence, which may include an opinion of independent counsel, as reasonably may be requested by the Company, to confirm that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such securities will not violate the registration and other legal documents reasonably necessary to review compliance with this Section 13. A copy prospectus delivery requirements of the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documentsSecurities Act. (d) Developer shall pay the CRA the actual costs of time and materials incurred by the CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under this Agreement, including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to be made after review and approval of any Assignment Agreement. The payment of the Twenty Five Thousand and 00/100 Dollars ($25,000.00) by the Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer Assignment Agreement.

Restrictions on Transfer. Developer represents (a) The Purchaser understands and agrees for itself that the Offered Securities and its successors the Warrant Shares are subject to the transfer restrictions specified herein and assigns (except as so authorized by in the Warrants, and that neither the Offered Securities nor the Warrant Shares have been registered under the Securities Act or the securities laws of any state or other jurisdiction; accordingly, the Offered Securities and the Warrant Shares must each be held indefinitely unless they are subsequently registered or unless, in the opinion of counsel reasonably acceptable to the Company, a sale or transfer may be made in compliance with the provisions of this Agreement) that it shall not, prior to Subscription Agreement and the completion of the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to requireWarrants, as conditions to granting the case may be, and without registration under United States securities laws and the applicable securities laws of any such prior approval, that: (a) Any proposed successor Developer shall have the business experience and reputation, development track record and sufficient financial capacity to carry out the obligations under this Agreement, as determined, in the sole discretion of the CRA. If proposed successor developer is an entity, proof of existence and good standing from the state of origination as well as Florida shall be requiredor other jurisdiction. (b) Any proposed successor DeveloperThe Purchaser further agrees that legends may be placed on the certificates for the Shares, by instrument the Warrants and the Warrant Shares, or applicable restrictive notations, if the Shares or Warrant Shares are issued in writing satisfactory to book entry form, restricting the CRA, in its sole discretiontransfer thereof, and that appropriate notations may be made in recordable form, shall, for itself the Company’s stock books and its successors and assigns expressly assume all stop transfer instructions placed with the transfer agent of the obligations shares of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the termsCommon Stock, conditions, obligations, reservations and restrictions to which the transferor Developer is subject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) each in a form and substance satisfactory to manner generally consistent with the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreementforegoing. (c) There shall be submitted The Purchaser is aware of the provisions of Rule 144, promulgated under the Securities Act (“Rule 144”), which permits resale of “restricted securities” acquired by non-affiliates of the issuer thereof, directly or indirectly, from the issuer (or from an affiliate of such issuer), in a non-public offering subject to the CRA for review all instruments and satisfaction of certain conditions, if applicable, including, among other legal documents reasonably necessary to review compliance with this Section 13. A copy things, the availability of certain public information about the instruments and other legal documents, including the Assignment Agreement, shall be provided the CRA for review and approval at least thirty (30) days prior to being executed by Developer Company and the proposed successor resale occurring not less than six (6) months after the party has purchased and paid for the securities to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in no event sooner than fifteen (15) days after receipt of such instruments and documentsbe sold. (d) Developer shall pay The Purchaser further understands that at the CRA time the actual costs Purchaser wishes to sell any of time the Offered Securities and materials incurred by any Warrant Shares there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the CRA in conjunction with Purchaser may be unable to sell any of the CRA review and prior written approval Offered Securities or Warrant Shares, because any of any Assignment Agreement such securities have not been registered under this Agreement, including instruments and other legal documents which costs shall the Securities Act or Rule 144 is not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation available to be made after review and approval the Purchaser for the sale of any Assignment Agreementsuch securities. The payment Company does not intend to register the Warrants for resale, but only the Warrant Shares available upon exercise of the Twenty Five Thousand Warrants and, therefore, transferability of the Warrants will be very limited. (e) The Purchaser further understands that in the event all of the requirements of Rule 144 are not satisfied, registration under the Securities Act, compliance with Regulation A promulgated under the Securities Act, or some other registration exemption will be required; and 00/100 Dollars ($25,000.00) by that, notwithstanding the Developer shall be fact that Rule 144 is not exclusive, the staff of the SEC has expressed its opinion that persons proposing to sell private placement securities other than in a prerequisite registered offering and otherwise than pursuant to the CRA obligation to review any proposed Transfer Assignment AgreementRule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk.