▇▇▇▇▇▇▇ ▇▇▇▇▇▇, P Clause Samples

▇▇▇▇▇▇▇ ▇▇▇▇▇▇, P. A., Florida counsel to the Borrower and the other Guarantors and (iii) ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, Pennsylvania counsel to the Borrower and the other Guarantors.

▇▇▇▇▇▇▇ ▇▇▇▇▇▇, P. A., counsel for the Company, shall have furnished to you their written opinion, dated such Time of Delivery, in form and substance satisfactory to you, to the effect that: (i) The Company is a registered bank holding company under the BHCA with respect to the Bank; has been incorporated and is validly existing as a corporation in active status under the laws of the State of Florida, with the corporate power and authority to own its properties and conduct its business as described in the Prospectus; (ii) The Company has the authorized capitalization as set forth in the Prospectus under the heading “Capitalization”, and all of the shares of capital stock of the Company outstanding immediately prior to the issuance of the Firm Shares to be issued and sold by the Company hereunder have been duly authorized and validly issued and are fully paid and nonassessable. The Shares to be issued and sold to the Underwriters by the Company hereunder have been duly authorized by all necessary corporate action on the part of the Company and, when issued and delivered to the Underwriters against payment therefore in accordance with the terms of this Agreement, will be validly issued, fully paid, and nonassessable; (iii) Except as described in the Prospectus, (A) to the knowledge of such counsel, there are no outstanding rights (contractual or otherwise), warrants or options to acquire, or instruments convertible into or exchangeable for, or agreements or understandings with respect to the sale or issuance of, any shares of capital stock of or other equity interest in the Company; (B) to the knowledge of such counsel, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Act or otherwise register any securities of the Company owned or to be owned by such person; and (C) the issuance of the Shares is not subject to any preemptive or other similar rights of any security holder of the Company under the Company’s Articles of Incorporation or bylaws or under any agreement to which the Company is bound that has been filed as an exhibit to the Registration Statement; (iv) The Bank has been duly incorporated and is validly existing as a state-chartered banking corporation, in active status under the laws of the State of Florida, with corporate power and authority to own its properties and conduct its business as described in the Prospectus; and the depos...

▇▇▇▇▇▇▇ ▇▇▇▇▇▇, P. General Counsel for the Company, shall have furnished to the Representatives, at the request of the Company, his written opinion and 10b-5 statement, dated the Closing Date, and addressed to the Underwriters in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-3 hereto; (ii) ▇▇▇▇▇▇ ▇▇▇▇ S., Tax Director for the Company, shall have furnished to the Representatives, at the request of the Company, his written opinion, dated the Closing Date, and addressed to the Underwriters in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-4 hereto; (iii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ S.,

▇▇▇▇▇▇▇ ▇▇▇▇▇▇, P. A. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Certified copy or original which has been sent to recording. 6096-3867 (kc) Dated: 7/22/13 THIS ASSIGNMENT, made this 17th day of July, 2013, by CTD HOLDINGS, INC., a Florida corporation, and NANOSONIC PRODUCTS, INC., a Florida corporation, hereinafter called "Assignor", whose address is ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, in favor of REGIONS BANK, hereinafter called "Assignee", whose address is ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇,

▇▇▇▇▇▇▇ ▇▇▇▇▇▇, P. O. Box 690 Ra'anana 43107, Israel Ladies and Gentlemen:

▇▇▇▇▇▇▇ ▇▇▇▇▇▇, P. E. Public Works Director City of Union City

▇▇▇▇▇▇▇ ▇▇▇▇▇▇, P. L.S. Senior Project Manager Engineering, Planning, & Facilities Sarasota Manatee Airpo1t Authority ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Reference: Baggage Handling System (BHS)/Checked Baggage Inspection System (CBIS) Consolidation Sarasota Bradenton International Airpo1t (SRQ) Sarasota Manatee Airport Authority (SMAA) Subject: BHS/CBIS Fee Proposal for Additional Professional Services Project No. DCFLSRQ19409 Revision No. RO Dear ▇▇. ▇▇▇▇▇▇: VTC offers for your consideration the following proposal for additional professional architectural and engineering services associated with added design scope in three areas:

▇▇▇▇▇▇▇ ▇▇▇▇▇▇, P. E./Project Manager

▇▇▇▇▇▇▇ ▇▇▇▇▇▇, P. A., a Florida professional association (the “Escrow Agent”).