8\. Non-Solicitation. In view of the unique value to FISION of the services to be performed by Employee, the Confidential Information to be acquired, obtained by or disclosed to Employee, and as a material inducement to FISION to enter into this Agreement and to pay and provide to Employee the compensation and benefits referred to in this Agreement, Employee covenants and agrees that, during the term of Employees employment with FISION, and for a period of one (1) year thereafter, Employee will not, on behalf of anyone other than FISION (including Employee);

8 \ . Non-Solicitation . In view of the unique value to FISION of the services to be performed by Employee , the Confidential Information to be acquired , obtained by or disclosed to Employee , and as a material inducement to FISION to enter into this Agreement and to pay and provide to Employee the compensation and benefits referred to in this Agreement , Employee covenants and agrees that , during the term of Employees employment with FISION , and for a period of one ( 1 ) year thereafter , Employee will not , on behalf of anyone other than FISION ( including Employee ) ;


14\. Governing Law. The parties agree that this Agreement has been executed in the State of Minnesota and shall be governed in all respects by the laws of said state.

14 \ . Governing Law . The parties agree that this Agreement has been executed in the State of Minnesota and shall be governed in all respects by the laws of said state .


| | Employee will earn compensation of SIXTEEN THOUSAND SIX HUNDRED SIXTY SIX DOLLARS AND 67/100 ( $16,666.67 ) per month, ( $200,000 annually). ---|---|--- |

| | Employee will earn compensation of SIXTEEN THOUSAND SIX HUNDRED SIXTY SIX DOLLARS AND 67 / 100 ( $ 16 , 666 . 67 ) per month , ( $ 200 , 000 annually ) . - - - | - - - | - - - |


THIS EMPLOYMENT AGREEMENT (this Agreement) is made and entered into this 31st day of March, 2017 (the Effective Date), by and between Sportsmans Warehouse Holdings, Inc. , a Delaware corporation (the Company), and Jon Barker (the Executive).

THIS EMPLOYMENT AGREEMENT ( this Agreement ) is made and entered into this 31st day of March , 2017 ( the Effective Date ) , by and between Sportsmans Warehouse Holdings , Inc . , a Delaware corporation ( the Company ) , and Jon Barker ( the Executive ) .


| 1.2| Title and Duties. During the Period of Employment, the Executive will serve as President and Chief Operating Officer of the Company and have the duties and exercise the authority that the Board of Directors of the Company (the Board) or the Chief Executive Officer of the Company (the CEO) assigns to the Executive from time to time. ---|---|---

| 1 . 2 | Title and Duties . During the Period of Employment , the Executive will serve as President and Chief Operating Officer of the Company and have the duties and exercise the authority that the Board of Directors of the Company ( the Board ) or the Chief Executive Officer of the Company ( the CEO ) assigns to the Executive from time to time . - - - | - - - | - - -


| 1.3| Period of Employment. The Period of Employment shall commence on the Effective Date and shall continue through, and end with, January 30, 2021 , subject to extension by mutual written agreement. Notwithstanding the foregoing, the Period of Employment is subject to earlier termination as provided below in this Agreement. If the Executives employment by the Company continues beyond the Period of Employment, such employment will be at will and terminable by either party at any time, for any reason (or no reason), and without any payment under this Agreement, other than for payment of the Accrued Obligations, as defined below. ---|---|---

| 1 . 3 | Period of Employment . The Period of Employment shall commence on the Effective Date and shall continue through , and end with , January 30 , 2021 , subject to extension by mutual written agreement . Notwithstanding the foregoing , the Period of Employment is subject to earlier termination as provided below in this Agreement . If the Executives employment by the Company continues beyond the Period of Employment , such employment will be at will and terminable by either party at any time , for any reason ( or no reason ) , and without any payment under this Agreement , other than for payment of the Accrued Obligations , as defined below . - - - | - - - | - - -


| 2.1| Base Salary. During the Period of Employment, the Company will pay the Executive a base salary (the Base Salary), which shall be paid in accordance with the Companys regular payroll practices in effect from time to time. Beginning March 31st, 2017 , the Executives Base Salary shall be at an annualized rate of $350,000 . The Board (or a committee thereof) will review the Executives rate of Base Salary on a periodic basis (annually, commencing with fiscal year 2017) and may, in its sole discretion, increase, but shall not decrease, the rate then in effect. ---|---|---

| 2 . 1 | Base Salary . During the Period of Employment , the Company will pay the Executive a base salary ( the Base Salary ) , which shall be paid in accordance with the Companys regular payroll practices in effect from time to time . Beginning March 31st , 2017 , the Executives Base Salary shall be at an annualized rate of $ 350 , 000 . The Board ( or a committee thereof ) will review the Executives rate of Base Salary on a periodic basis ( annually , commencing with fiscal year 2017 ) and may , in its sole discretion , increase , but shall not decrease , the rate then in effect . - - - | - - - | - - -


| (c)| The Company will pay or reimburse the Executive for his premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act ( COBRA ), at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executives eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage; provided that the Companys obligation to make any payment or reimbursement pursuant to this clause (c) shall commence with continuation coverage for the month following the month in which the Executives Severance Date occurs and shall cease with continuation coverage for the twelfth (12th) month following the month in which the Executives Severance Date occurs (or, if earlier, shall cease upon the first to occur of the Executives death, the date the Executive becomes eligible for coverage under the health plan of a future employer, or the date the Company ceases to offer group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to the Executive). To the extent the Executive elects COBRA coverage, he shall notify the Company in writing of such election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place. ---|---|---

| ( c ) | The Company will pay or reimburse the Executive for his premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act ( COBRA ) , at the same or reasonably equivalent medical coverage for the Executive ( and , if applicable , the Executives eligible dependents ) as in effect immediately prior to the Severance Date , to the extent that the Executive elects such continued coverage ; provided that the Companys obligation to make any payment or reimbursement pursuant to this clause ( c ) shall commence with continuation coverage for the month following the month in which the Executives Severance Date occurs and shall cease with continuation coverage for the twelfth ( 12th ) month following the month in which the Executives Severance Date occurs ( or , if earlier , shall cease upon the first to occur of the Executives death , the date the Executive becomes eligible for coverage under the health plan of a future employer , or the date the Company ceases to offer group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to the Executive ) . To the extent the Executive elects COBRA coverage , he shall notify the Company in writing of such election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place . - - - | - - - | - - -


| (e)| Through and ending with the date that is twelve (12) months after the Severance Date, the Executive will be entitled to continued participation in any program generally made available by the Company to its employees allowing them to purchase Company merchandise at a discount, as any such program may be in effect from time to time. ---|---|---

| ( e ) | Through and ending with the date that is twelve ( 12 ) months after the Severance Date , the Executive will be entitled to continued participation in any program generally made available by the Company to its employees allowing them to purchase Company merchandise at a discount , as any such program may be in effect from time to time . - - - | - - - | - - -


3.7.4 Exclusive Remedy. The Executive agrees that the payments contemplated by this Agreement will constitute the Executives sole and exclusive remedy for any termination of the Executives employment (other than any right to continued benefit coverage under and to the extent required by COBRA , and except for payment of any vested benefit the Executive may have under a retirement program sponsored or maintained by the Company that is intended to be qualified under Section 401(a) of the Internal Revenue Code (any such benefit to be paid under and in accordance with the terms and conditions of such plan)). The Executive covenants that he will not assert or pursue any other remedies, at law or in equity, with respect to any such termination. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any affiliate of the Company, and as a fiduciary of any benefit plan of the Company or any affiliate of the Company, and to promptly execute and provide to the Company any further documentation, as reasonably requested by the Company, to confirm such resignation.

3 . 7 . 4 Exclusive Remedy . The Executive agrees that the payments contemplated by this Agreement will constitute the Executives sole and exclusive remedy for any termination of the Executives employment ( other than any right to continued benefit coverage under and to the extent required by COBRA , and except for payment of any vested benefit the Executive may have under a retirement program sponsored or maintained by the Company that is intended to be qualified under Section 401 ( a ) of the Internal Revenue Code ( any such benefit to be paid under and in accordance with the terms and conditions of such plan ) ) . The Executive covenants that he will not assert or pursue any other remedies , at law or in equity , with respect to any such termination . The Executive agrees to resign , on the Severance Date , as an officer and director of the Company and any affiliate of the Company , and as a fiduciary of any benefit plan of the Company or any affiliate of the Company , and to promptly execute and provide to the Company any further documentation , as reasonably requested by the Company , to confirm such resignation .


7035 South High Tech Drive


| 5.11| Governing Law. Utah law (without regard to conflict-of-laws principles of the laws of the State of Uta h or any other jurisdiction) will govern this Agreement and its interpretation and enforcement. ---|---|---

| 5 . 11 | Governing Law . Utah law ( without regard to conflict-of-laws principles of the laws of the State of Uta h or any other jurisdiction ) will govern this Agreement and its interpretation and enforcement . - - - | - - - | - - -


| /s/ Kevan P. Talbot | ---|---|--- | Kevan P. Talbot | | | | | | | | Sportsmans Warehouse Holdings, Inc. | | | | | | | | | | | By: | /s/ Jon Barker | | Jon Barker | | | | | Its: | |

| / s / Kevan P . Talbot | - - - | - - - | - - - | Kevan P . Talbot | | | | | | | | Sportsmans Warehouse Holdings , Inc . | | | | | | | | | | | By : | / s / Jon Barker | | Jon Barker | | | | | Its : | |


(a) Position. During the Employment Period, the Executive shall serve as Senior Vice President and General Counsel of the Company and shall report to the Chief Executive Officer of the Company.

( a ) Position . During the Employment Period , the Executive shall serve as Senior Vice President and General Counsel of the Company and shall report to the Chief Executive Officer of the Company .


(a) Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without reference to principles of conflict of laws. Each of the parties to this Agreement voluntarily and irrevocably waives trial by jury in any action or other proceeding brought in connection with this Agreement, any of the agreements related to this Agreement, or any of the transactions contemplated hereby or thereby.

( a ) Governing Law ; Waiver of Jury Trial . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without reference to principles of conflict of laws . Each of the parties to this Agreement voluntarily and irrevocably waives trial by jury in any action or other proceeding brought in connection with this Agreement , any of the agreements related to this Agreement , or any of the transactions contemplated hereby or thereby .


New York, New York 10119


9 West 57th Street, 43rd Floor


In consideration of the promises set forth in the Employment Agreement, dated as of March9, 2017 (as may have been amended, replaced or supplemented from time to time, the Employment Agreement), by and between Employee and the Company as well as any promises set forth in this Agreement, Employee and the Company agree as follows:

In consideration of the promises set forth in the Employment Agreement , dated as of March9 , 2017 ( as may have been amended , replaced or supplemented from time to time , the Employment Agreement ) , by and between Employee and the Company as well as any promises set forth in this Agreement , Employee and the Company agree as follows :


Except as provided in the next paragraph, in consideration of the payments made and to be made, and benefits provided and to be provided, to Employee pursuant to the Employment Agreement, as of the Effective Date, Employee unconditionally and forever releases, discharges, and waives any and all actual and potential claims, liabilities, demands, actions, causes of action, suits, costs, controversies, judgments, decrees, verdicts, attorneys and consultants fees, damages, indemnities, and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to the Employment Agreement and the subject matter thereto, and any other agreements, events, acts, or conduct at any time prior to and including the Effective Date other than the Excluded Obligations (as defined below) (the Released Claims) against the Released Parties. The Released Claims include any and all matters relating to Employees employment including, without limitation, claims or demands related to salary, bonuses, commissions, stock, equity awards, or any other ownership interest in the Company or any of its subsidiaries or affiliates, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims for discrimination based upon race, color, sex, creed, national origin, age, disability, or any other characteristic protected by federal, state, or local law or any other violation of any Equal Employment Opportunity Law, ordinance, rule, regulation, or order, including, without limitation, TitleVII of the Civil Rights Act of 1964 , as amended, the Civil Rights Act of 1991 ; the Americans with Disabilities Act ; claims under the Employee Retirement Income Security Act of 1974 , as amended, the Equal Pay Act , the Fair Labor Standards A ct, as amended, the Family and Medical Leave Act of 1993 , as amended, or the laws of any country governing discrimination in employment, the payment of wages or benefits, or any other aspect of employment. The Released Claims also include claims for wrongful discharge, fraud, or misrepresentation under any statute, rule, or regulation or under the common law and any other claims under the common law.

Except as provided in the next paragraph , in consideration of the payments made and to be made , and benefits provided and to be provided , to Employee pursuant to the Employment Agreement , as of the Effective Date , Employee unconditionally and forever releases , discharges , and waives any and all actual and potential claims , liabilities , demands , actions , causes of action , suits , costs , controversies , judgments , decrees , verdicts , attorneys and consultants fees , damages , indemnities , and obligations of every kind and nature , in law , equity , or otherwise , known and unknown , suspected and unsuspected , disclosed and undisclosed , arising out of or in any way related to the Employment Agreement and the subject matter thereto , and any other agreements , events , acts , or conduct at any time prior to and including the Effective Date other than the Excluded Obligations ( as defined below ) ( the Released Claims ) against the Released Parties . The Released Claims include any and all matters relating to Employees employment including , without limitation , claims or demands related to salary , bonuses , commissions , stock , equity awards , or any other ownership interest in the Company or any of its subsidiaries or affiliates , vacation pay , fringe benefits , expense reimbursements , severance pay , or any other form of compensation ; claims for discrimination based upon race , color , sex , creed , national origin , age , disability , or any other characteristic protected by federal , state , or local law or any other violation of any Equal Employment Opportunity Law , ordinance , rule , regulation , or order , including , without limitation , TitleVII of the Civil Rights Act of 1964 , as amended , the Civil Rights Act of 1991 ; the Americans with Disabilities Act ; claims under the Employee Retirement Income Security Act of 1974 , as amended , the Equal Pay Act , the Fair Labor Standards A ct , as amended , the Family and Medical Leave Act of 1993 , as amended , or the laws of any country governing discrimination in employment , the payment of wages or benefits , or any other aspect of employment . The Released Claims also include claims for wrongful discharge , fraud , or misrepresentation under any statute , rule , or regulation or under the common law and any other claims under the common law .


Employee acknowledges that the Company has advised Employee to consult with an attorney of his or her choosing, and through this Agreement advise Employee to consult with Employees attorney with respect to possible claims under the Age Discrimination in Employment Act of 1967 , as amended ( ADEA ), and Employee acknowledges that he or she understands that ADEA is a federal statute that prohibits discrimination, on the basis of age, in employment, benefits, and benefit plans. If ADEA applies to Employee, Employee wishes to waive any and all claims under ADEA that he or she may have, as of the Effective Date, against the Released Parties, and hereby waives such claims. Employee further understands that, by signing this Agreement, he or she is in fact waiving, releasing, and forever giving up any claim under ADEA against the Released Parties that may have existed on or prior to the Effective Date.

Employee acknowledges that the Company has advised Employee to consult with an attorney of his or her choosing , and through this Agreement advise Employee to consult with Employees attorney with respect to possible claims under the Age Discrimination in Employment Act of 1967 , as amended ( ADEA ) , and Employee acknowledges that he or she understands that ADEA is a federal statute that prohibits discrimination , on the basis of age , in employment , benefits , and benefit plans . If ADEA applies to Employee , Employee wishes to waive any and all claims under ADEA that he or she may have , as of the Effective Date , against the Released Parties , and hereby waives such claims . Employee further understands that , by signing this Agreement , he or she is in fact waiving , releasing , and forever giving up any claim under ADEA against the Released Parties that may have existed on or prior to the Effective Date .


The foregoing provisions of this Section3 are not intended to, and shall be interpreted in a manner that does not, limit or restrict Employee from exercising any legally protected whistleblower rights (including pursuant to Rule21F promulgated under the Securities Exchange Act of 1934 , as amended).

The foregoing provisions of this Section3 are not intended to , and shall be interpreted in a manner that does not , limit or restrict Employee from exercising any legally protected whistleblower rights ( including pursuant to Rule21F promulgated under the Securities Exchange Act of 1934 , as amended ) .


Employee acknowledges that the covenants set forth in Section8(b) of the Employment Agreement and any provisions contained in the Employment Agreement that are intended to survive following termination of Employees employment, and that certain Non-Competition, Non-Solicitation and No-Hire Agreement, dated as of March9, 2017 by and between the Company and Employee, shall, pursuant to their terms, survive Employees execution of this Agreement.

Employee acknowledges that the covenants set forth in Section8 ( b ) of the Employment Agreement and any provisions contained in the Employment Agreement that are intended to survive following termination of Employees employment , and that certain Non-Competition , Non-Solicitation and No-Hire Agreement , dated as of March9 , 2017 by and between the Company and Employee , shall , pursuant to their terms , survive Employees execution of this Agreement .


If Employee initiates or voluntarily participates in any Proceeding, if Employee fails to abide by any of the terms of this Agreement, or if Employee revokes the ADEA release contained in Section2 of this Agreement within the seven-day period provided under Section2 (if ADEA applies to Employee), the Company may, in addition to any other remedies it may have, reclaim any amounts paid to Employee under the termination provisions of the Employment Agreement or terminate any benefits or payments that are subsequently due under the Employment Agreement and are payable based on Employee executing this Agreement, without waiving the release granted herein. Employee acknowledges and agrees that the remedy at law available to the Company for breach of any of his or her post-termination obligations under the Employment Agreement or his or her obligations under Sections1, 2, and 3 of this Agreement would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, Employee acknowledges, consents and agrees that, in addition to any other rights or remedies that the Company may have at law, in equity, or under this Agreement, upon adequate proof of his or her violation of any such provision of this Agreement, the Company shall be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual or consequential damage or the necessity of posting a bond. This provision shall not adversely affect any rights Employee may have under ADEA .

If Employee initiates or voluntarily participates in any Proceeding , if Employee fails to abide by any of the terms of this Agreement , or if Employee revokes the ADEA release contained in Section2 of this Agreement within the seven-day period provided under Section2 ( if ADEA applies to Employee ) , the Company may , in addition to any other remedies it may have , reclaim any amounts paid to Employee under the termination provisions of the Employment Agreement or terminate any benefits or payments that are subsequently due under the Employment Agreement and are payable based on Employee executing this Agreement , without waiving the release granted herein . Employee acknowledges and agrees that the remedy at law available to the Company for breach of any of his or her post-termination obligations under the Employment Agreement or his or her obligations under Sections1 , 2 , and 3 of this Agreement would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms . Accordingly , Employee acknowledges , consents and agrees that , in addition to any other rights or remedies that the Company may have at law , in equity , or under this Agreement , upon adequate proof of his or her violation of any such provision of this Agreement , the Company shall be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach , without the necessity of proof of actual or consequential damage or the necessity of posting a bond . This provision shall not adversely affect any rights Employee may have under ADEA .


The validity, interpretation, construction, and performance of this Agreement and disputes or controversies arising with respect to the transactions contemplated herein shall be governed by the laws of the State of Delaware , without reference to principles of conflict of laws.

The validity , interpretation , construction , and performance of this Agreement and disputes or controversies arising with respect to the transactions contemplated herein shall be governed by the laws of the State of Delaware , without reference to principles of conflict of laws .


Each of the parties agrees that any dispute between the parties shall be resolved only in the courts of the State of Delaware or the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals from such courts. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (a)submits for himself, herself, or itself in any Proceeding relating to this Agreement or Employees employment by the Company or any affiliate, or for the recognition and enforcement of any Proceeding, to the exclusive jurisdiction of the courts of the State of Delaware , or the United States District Court for the District of Delaware, and the appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such Delaware State court or, to the extent permitted by law, in such federal court; (b)consents that any such Proceeding may and shall be brought in such courts and waives any objection that he, she, or it may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c)agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail),

Each of the parties agrees that any dispute between the parties shall be resolved only in the courts of the State of Delaware or the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals from such courts . In that context , and without limiting the generality of the foregoing , each of the parties hereto irrevocably and unconditionally ( a ) submits for himself , herself , or itself in any Proceeding relating to this Agreement or Employees employment by the Company or any affiliate , or for the recognition and enforcement of any Proceeding , to the exclusive jurisdiction of the courts of the State of Delaware , or the United States District Court for the District of Delaware , and the appellate courts having jurisdiction of appeals from any of the foregoing , and agrees that all claims in respect of any such Proceeding shall be heard and determined in such Delaware State court or , to the extent permitted by law , in such federal court ; ( b ) consents that any such Proceeding may and shall be brought in such courts and waives any objection that he , she , or it may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same ; ( c ) agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail ( or any substantially similar form of mail ) ,


(a) Affiliate has the meaning set forth in Rule 405 under the Securities Act. < br/>

( a ) Affiliate has the meaning set forth in Rule 405 under the Securities Act . & lt ; br / & gt ;


(i) The Company will file the Draft S-1 Amendment with the SEC under the Securities Act, in the form to be provided to the Purchaser, without change other than such typographical and other revisions that are, in the aggregate, immaterial. Except for the omission of pricing information related to the IPO, the Draft S-1 Amendment and the Draft Preliminary Prospectus will conform in all material respects upon filing with the SEC, with the requirements of the Securities Act. The Company will file the UA with the SEC by 2 p.m., Pacific time, as an exhibit to a current report on Form 8-K. The Registration Statement as of the Effective Date and the final prospectus relating to the ClassA Shares, as filed with the SEC pursuant to Rule 424(b), as of the Closing Date will conform in all material respects with the requirements of the Securities Act. < br/>

( i ) The Company will file the Draft S-1 Amendment with the SEC under the Securities Act , in the form to be provided to the Purchaser , without change other than such typographical and other revisions that are , in the aggregate , immaterial . Except for the omission of pricing information related to the IPO , the Draft S-1 Amendment and the Draft Preliminary Prospectus will conform in all material respects upon filing with the SEC , with the requirements of the Securities Act . The Company will file the UA with the SEC by 2 p . m . , Pacific time , as an exhibit to a current report on Form 8-K . The Registration Statement as of the Effective Date and the final prospectus relating to the ClassA Shares , as filed with the SEC pursuant to Rule 424 ( b ) , as of the Closing Date will conform in all material respects with the requirements of the Securities Act . & lt ; br / & gt ;


(g) Financial Statements. The consolidated financial statements (including the related notes) included in the Draft Preliminary Prospectus comply as to form in all material respects with the requirements of RegulationS-X under the Securities Act and present fairly in all material respects the financial condition, results of operations and cash flows of the Company and the Subsidiaries at the dates and for the periods indicated and have been prepared in conformity with accounting principles generally accepted in the United States applied on a consistent basis throughout the periods involved. BDO China Shu Lun Pan Certified Public Accountants LLP are independent public accountants with respect to the Company and the Subsidiaries, as required by the Securities Act. < br/>

( g ) Financial Statements . The consolidated financial statements ( including the related notes ) included in the Draft Preliminary Prospectus comply as to form in all material respects with the requirements of RegulationS-X under the Securities Act and present fairly in all material respects the financial condition , results of operations and cash flows of the Company and the Subsidiaries at the dates and for the periods indicated and have been prepared in conformity with accounting principles generally accepted in the United States applied on a consistent basis throughout the periods involved . BDO China Shu Lun Pan Certified Public Accountants LLP are independent public accountants with respect to the Company and the Subsidiaries , as required by the Securities Act . & lt ; br / & gt ;


(ii) The Company will take all necessary actions to ensure that, as of the Effective Date, the Company and its directors and officers in their capacities as such will comply with any then-applicable provision of the U.S. Sarbanes- Oxley Act of 2002 and the rules and regulations promulgated thereunder.

( ii ) The Company will take all necessary actions to ensure that , as of the Effective Date , the Company and its directors and officers in their capacities as such will comply with any then-applicable provision of the U . S . Sarbanes - Oxley Act of 2002 and the rules and regulations promulgated thereunder .


(iv) Neither the Company nor any of the Subsidiaries, nor, to the knowledge of the Company after due inquiry, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of the Subsidiaries, has in the course of its actions for, or on behalf of, the Company or any of the Subsidiaries: (A)used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (B)made any direct or indirect payment to any foreign or domestic government official from corporate funds in violation of the U.S. Foreign Corrupt Practices Act of 1977 or otherwise violated any applicable provision of such Act or of any other applicable anti-bribery statute or regulation; or (C)made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any domestic government official, foreign official or employee that, in the aggregate, would reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries and, to the knowledge of the Company, the Affiliates of the Company and the Subsidiaries have conducted their respective businesses in compliance with the U.S. Foreign Corrupt Practices Act of 1977 and, except as would not reasonably be

( iv ) Neither the Company nor any of the Subsidiaries , nor , to the knowledge of the Company after due inquiry , any director , officer , agent , employee or other person associated with or acting on behalf of the Company or any of the Subsidiaries , has in the course of its actions for , or on behalf of , the Company or any of the Subsidiaries : ( A ) used any corporate funds for any unlawful contribution , gift , entertainment or other unlawful expense relating to political activity ; ( B ) made any direct or indirect payment to any foreign or domestic government official from corporate funds in violation of the U . S . Foreign Corrupt Practices Act of 1977 or otherwise violated any applicable provision of such Act or of any other applicable anti-bribery statute or regulation ; or ( C ) made any bribe , rebate , payoff , influence payment , kickback or other unlawful payment to any domestic government official , foreign official or employee that , in the aggregate , would reasonably be expected to result in a Material Adverse Effect . The Company and the Subsidiaries and , to the knowledge of the Company , the Affiliates of the Company and the Subsidiaries have conducted their respective businesses in compliance with the U . S . Foreign Corrupt Practices Act of 1977 and , except as would not reasonably be


expected to result in a Material Adverse Effect, all other applicable anti- bribery statutes and regulations, and the Company and the Subsidiaries maintain policies and procedures designed to ensure, and that are reasonably expected to continue to ensure, continued compliance with the U.S. Foreign Corrupt Practices Act of 1977 and other applicable anti-bribery statutes and regulations.

expected to result in a Material Adverse Effect , all other applicable anti - bribery statutes and regulations , and the Company and the Subsidiaries maintain policies and procedures designed to ensure , and that are reasonably expected to continue to ensure , continued compliance with the U . S . Foreign Corrupt Practices Act of 1977 and other applicable anti-bribery statutes and regulations .


42307 Osgood Road, Suite I


SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT


CLASS A COMMON STOCK PURCHASE AGREEMENT


3.1 Organization and Good Standing. ACM is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware . ACM has all requisite corporate (or similar) power and authority to carry on its business as presently conducted and as proposed to be conducted.

3 . 1 Organization and Good Standing . ACM is a corporation duly organized , validly existing and in good standing under the laws of the State of Delaware . ACM has all requisite corporate ( or similar ) power and authority to carry on its business as presently conducted and as proposed to be conducted .


(b) Ninebell understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of such Act that depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Ninebells representations as expressed in this Section4.6. Ninebell understands that the Shares are restricted securities under applicable U.S. federal and state securities laws and that, pursuant to those laws, Ninebell must hold the Shares indefinitely unless they are registered with the U.S. Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available, including a transfer outside of the United States in an offshore transaction in compliance with Rule 904 under the Securities Act ( if applicable). Ninebell acknowledges that ACM has no obligation to register or qualify for resale the Shares. Ninebell further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including the time and manner of sale, the holding period for the Shares, and on requirements relating to ACM that are outside of Ninebells control and that ACM is under no obligation, and may not be able, to satisfy.

( b ) Ninebell understands that the Shares have not been , and will not be , registered under the Securities Act , by reason of a specific exemption from the registration provisions of such Act that depends upon , among other things , the bona fide nature of the investment intent and the accuracy of Ninebells representations as expressed in this Section4 . 6 . Ninebell understands that the Shares are restricted securities under applicable U . S . federal and state securities laws and that , pursuant to those laws , Ninebell must hold the Shares indefinitely unless they are registered with the U . S . Securities and Exchange Commission and qualified by state authorities , or an exemption from such registration and qualification requirements is available , including a transfer outside of the United States in an offshore transaction in compliance with Rule 904 under the Securities Act ( if applicable ) . Ninebell acknowledges that ACM has no obligation to register or qualify for resale the Shares . Ninebell further acknowledges that if an exemption from registration or qualification is available , it may be conditioned on various requirements including the time and manner of sale , the holding period for the Shares , and on requirements relating to ACM that are outside of Ninebells control and that ACM is under no obligation , and may not be able , to satisfy .


5.4 Governing Law. This Agreement and any controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the General Corporation Law of the State of Delaware .

5 . 4 Governing Law . This Agreement and any controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the General Corporation Law of the State of Delaware .


after deposit with an internationally recognized courier, freight prepaid, specifying one- or two-day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their addresses as set forth on the signature page, or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Section5.7. If notice is given to ACM, a copy shall also be sent to Mark L. Johnson at K &L Gates LLP, State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111.

after deposit with an internationally recognized courier , freight prepaid , specifying one - or two-day delivery , with written verification of receipt . All communications shall be sent to the respective parties at their addresses as set forth on the signature page , or to such e-mail address , facsimile number or address as subsequently modified by written notice given in accordance with this Section5 . 7 . If notice is given to ACM , a copy shall also be sent to Mark L . Johnson at K & amp ; L Gates LLP , State Street Financial Center , One Lincoln Street , Boston , Massachusetts 02111 .


Address: 42307 Osgood Road, Suite I


This Forward Purchase Agreement (this Agreement) is entered into as of [], between One Madison Corporation , a Cayman Islands exempted company (the Company), the party listed as the purchaser on the signature page hereof (the Purchaser) and, solely for the purposes of Section 7 hereof, One Madison Group LLC (the Sponsor) .

This Forward Purchase Agreement ( this Agreement ) is entered into as of [ ] , between One Madison Corporation , a Cayman Islands exempted company ( the Company ) , the party listed as the purchaser on the signature page hereof ( the Purchaser ) and , solely for the purposes of Section 7 hereof , One Madison Group LLC ( the Sponsor ) .


WHEREAS, the Company has confidentially submitted to the U.S. Securities and Exchange Commission (the SEC) a draft registration statement on Form S-1 (the Registration Statement) for its initial public offering (IPO) of units (the Public Units) at a price of $10.00 per Public Unit, each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the Class A Share(s)), and one-half of one redeemable warrant, where each whole redeemable warrant is exercisable to purchase one Class A Share at an exercise price of $11.50 per share (the Warrant(s));

WHEREAS , the Company has confidentially submitted to the U . S . Securities and Exchange Commission ( the SEC ) a draft registration statement on Form S-1 ( the Registration Statement ) for its initial public offering ( IPO ) of units ( the Public Units ) at a price of $ 10 . 00 per Public Unit , each comprised of one Class A ordinary share of the Company , par value $ 0 . 0001 per share ( the Class A Share ( s ) ) , and one-half of one redeemable warrant , where each whole redeemable warrant is exercisable to purchase one Class A Share at an exercise price of $ 11 . 50 per share ( the Warrant ( s ) ) ;


(i) The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of Forward Purchase Shares set forth on the signature page to this Agreement next to the line item Number of Forward Purchase Shares, plus the number of Forward Purchase Warrants set forth on the signature page to this Agreement next to the line item Number of Forward Purchase Warrants, for an aggregate purchase price of $10.00 multiplied by the number of Forward Purchase Shares issued and sold hereunder (the FPS Purchase Price). No fractional Forward Purchase Warrants will be issued.

( i ) The Company shall issue and sell to the Purchaser , and the Purchaser shall purchase from the Company , the number of Forward Purchase Shares set forth on the signature page to this Agreement next to the line item Number of Forward Purchase Shares , plus the number of Forward Purchase Warrants set forth on the signature page to this Agreement next to the line item Number of Forward Purchase Warrants , for an aggregate purchase price of $ 10 . 00 multiplied by the number of Forward Purchase Shares issued and sold hereunder ( the FPS Purchase Price ) . No fractional Forward Purchase Warrants will be issued .


the Securities is not and is not intended to be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act.< br/>

the Securities is not and is not intended to be part of the IPO , and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act . & lt ; br / & gt ;


(j) Accredited Investor. The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.< br/>

( j ) Accredited Investor . The Purchaser is an accredited investor as defined in Rule 501 ( a ) of Regulation D promulgated under the Securities Act . & lt ; br / & gt ;


(i) 200,000,000 Class A Shares, none of which are issued and outstanding.

( i ) 200 , 000 , 000 Class A Shares , none of which are issued and outstanding .


(iii) 200,000,000 Class C Shares, none of which are issued and outstanding.

( iii ) 200 , 000 , 000 Class C Shares , none of which are issued and outstanding .


(ii) No bad actor disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act ( a Disqualification Event) is applicable to the Company or, to the Companys knowledge, any Company Covered Person (as defined below), except for a Disqualification Event as to which Rule 506(d)(2)(iiiv) or (d)(3), is applicable. Company Covered Person means, with respect to the Company as an issuer for purposes of Rule 506 promulgated under the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).

( ii ) No bad actor disqualifying event described in Rule 506 ( d ) ( 1 ) ( i ) - ( viii ) of the Securities Act ( a Disqualification Event ) is applicable to the Company or , to the Companys knowledge , any Company Covered Person ( as defined below ) , except for a Disqualification Event as to which Rule 506 ( d ) ( 2 ) ( iiiv ) or ( d ) ( 3 ) , is applicable . Company Covered Person means , with respect to the Company as an issuer for purposes of Rule 506 promulgated under the Securities Act , any Person listed in the first paragraph of Rule 506 ( d ) ( 1 ) .


(h) Foreign Corrupt Practices. Neither the Company, nor any director, officer, agent, employee or other Person acting on behalf of the Company has, in the course of its actions for, or on behalf of, the Company (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977 , as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

( h ) Foreign Corrupt Practices . Neither the Company , nor any director , officer , agent , employee or other Person acting on behalf of the Company has , in the course of its actions for , or on behalf of , the Company ( i ) used any corporate funds for any unlawful contribution , gift , entertainment or other unlawful expenses relating to political activity ; ( ii ) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds ; ( iii ) violated or is in violation of any provision of the U . S . Foreign Corrupt Practices Act of 1977 , as amended ; or ( iv ) made any unlawful bribe , rebate , payoff , influence payment , kickback or other unlawful payment to any foreign or domestic government official or employee .


(i) Compliance with Anti-Money Laundering Laws. The operations of the Company are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, but not limited to, those of the Currency and Foreign Transactions Reporting Act of 1970 , as amended, the USA Patriot Act of 2001 and the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the Anti-Money Laundering Laws), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

( i ) Compliance with Anti-Money Laundering Laws . The operations of the Company are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and all other applicable U . S . and non-U . S . anti-money laundering laws and regulations , including , but not limited to , those of the Currency and Foreign Transactions Reporting Act of 1970 , as amended , the USA Patriot Act of 2001 and the applicable money laundering statutes of all applicable jurisdictions , the rules and regulations thereunder and any related or similar rules , regulations or guidelines , issued , administered or enforced by any governmental agency ( collectively , the Anti-Money Laundering Laws ) , and no action , suit or proceeding by or before any court or governmental agency , authority or body or any arbitrator involving the Company with respect to the Anti-Money Laundering Laws is pending or , to the knowledge of the Company , threatened .


Agreement. The Company will provide the Forward Contract Parties with applicable materials and information in order for the Forward Contract Parties to evaluate whether to provide a consent to the proposed Business Combination pursuant to paragraph (b) below including the material terms of the transaction and any other information reasonably requested by the Purchaser with respect to the proposed Business Combination , such materials and information to be provided subject to the terms of a non-disclosure agreement to be entered between the Company and the Forward Contract Parties in accordance with applicable law (including Regulation FD under the Securities Exchange Act of 1934 , as amended (the Exchange Act)) and the Companys contractual obligations; provided, that the Company shall have the right to refuse to provide any such materials or information if, in the opinion of the Company, acting reasonably and in good faith having received the advice of counsel, the provision of such materials or information could violate applicable laws or regulations or result in any waiver of legal privilege of the Company; and provided, further, that if the target entitys equity or debt securities are traded on a securities exchange or over-the-counter market, prior to providing such materials and information, the Company will first provide only the name of the potential target to a legal or compliance person designated by each Forward Contract Party in writing as authorized to receive such information (such person, the Designated Person) so that such Forward Contract Party can determine if it has an internal restriction on the receipt of such materials or information; and provided, further, that if any such materials and information cannot be publicly disclosed by the Company following the approval of the Business Combination pursuant to paragraph (c) below and the Companys entry into a definitive agreement with respect thereto, the Company shall receive the prior written consent of the Designated Person prior to providing such materials and information to such Forward Contract Party (such materials and information, the Optional Information). If the Business Combination is approved pursuant to paragraph (c) below and the Company enters into a definitive agreement with respect thereto, the Company will disclose all material nonpublic information concerning the Business Combination in the proxy statement or otherwise other than the Optional Information. In addition, at the election of any Forward Contract Party, the Company and the Sponsor will use commercially reasonable efforts to allow such Forward Contract Party to attend or participate in due diligence sessions with and/or meetings with management of the target entity in a potential Business Combination, subject, in each case, to such Forward Contract Party entering into a non-disclosure agreement with the applicable target entity in a potential Business Combination and complying with other applicable rules and procedures established by such target entity.

Agreement . The Company will provide the Forward Contract Parties with applicable materials and information in order for the Forward Contract Parties to evaluate whether to provide a consent to the proposed Business Combination pursuant to paragraph ( b ) below including the material terms of the transaction and any other information reasonably requested by the Purchaser with respect to the proposed Business Combination , such materials and information to be provided subject to the terms of a non-disclosure agreement to be entered between the Company and the Forward Contract Parties in accordance with applicable law ( including Regulation FD under the Securities Exchange Act of 1934 , as amended ( the Exchange Act ) ) and the Companys contractual obligations ; provided , that the Company shall have the right to refuse to provide any such materials or information if , in the opinion of the Company , acting reasonably and in good faith having received the advice of counsel , the provision of such materials or information could violate applicable laws or regulations or result in any waiver of legal privilege of the Company ; and provided , further , that if the target entitys equity or debt securities are traded on a securities exchange or over-the-counter market , prior to providing such materials and information , the Company will first provide only the name of the potential target to a legal or compliance person designated by each Forward Contract Party in writing as authorized to receive such information ( such person , the Designated Person ) so that such Forward Contract Party can determine if it has an internal restriction on the receipt of such materials or information ; and provided , further , that if any such materials and information cannot be publicly disclosed by the Company following the approval of the Business Combination pursuant to paragraph ( c ) below and the Companys entry into a definitive agreement with respect thereto , the Company shall receive the prior written consent of the Designated Person prior to providing such materials and information to such Forward Contract Party ( such materials and information , the Optional Information ) . If the Business Combination is approved pursuant to paragraph ( c ) below and the Company enters into a definitive agreement with respect thereto , the Company will disclose all material nonpublic information concerning the Business Combination in the proxy statement or otherwise other than the Optional Information . In addition , at the election of any Forward Contract Party , the Company and the Sponsor will use commercially reasonable efforts to allow such Forward Contract Party to attend or participate in due diligence sessions with and / or meetings with management of the target entity in a potential Business Combination , subject , in each case , to such Forward Contract Party entering into a non-disclosure agreement with the applicable target entity in a potential Business Combination and complying with other applicable rules and procedures established by such target entity .


period; and (B) up to 100.0% of their Sponsor Shares, in one or more Transfers, following any thirty (30) consecutive trading day period after the Business Combination Closing during which the MOI Ratio (as defined below) is equal to or exceeds 2.0 to 1.0 for each trading day during such period. For purposes of this Section 7(b)(ii), the MOI Ratio for any trading day is equal to the ratio of (A) the aggregate market value, based on the closing trading price of the Class A Shares (or any shares of common stock or other equity security into which the Class A Shares are convertible or reclassified) on such trading day, of the number of Class A Shares, Class B Shares, Class C Shares and Warrants initially issued by the Company to the Forward Contract Parties pursuant to this Agreement, the Private Placement Warrant Agreement and the Warrant Agreement, as applicable, to (B) the total dollar amount contributed by the Forward Contract Parties to the capital of the Company in connection with this Agreement, the Private Placement Warrant Agreement and the Warrant Agreement;

period ; and ( B ) up to 100 . 0 % of their Sponsor Shares , in one or more Transfers , following any thirty ( 30 ) consecutive trading day period after the Business Combination Closing during which the MOI Ratio ( as defined below ) is equal to or exceeds 2 . 0 to 1 . 0 for each trading day during such period . For purposes of this Section 7 ( b ) ( ii ) , the MOI Ratio for any trading day is equal to the ratio of ( A ) the aggregate market value , based on the closing trading price of the Class A Shares ( or any shares of common stock or other equity security into which the Class A Shares are convertible or reclassified ) on such trading day , of the number of Class A Shares , Class B Shares , Class C Shares and Warrants initially issued by the Company to the Forward Contract Parties pursuant to this Agreement , the Private Placement Warrant Agreement and the Warrant Agreement , as applicable , to ( B ) the total dollar amount contributed by the Forward Contract Parties to the capital of the Company in connection with this Agreement , the Private Placement Warrant Agreement and the Warrant Agreement ;


(a) Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business hours, then on the recipients next Business Day, (c) five (5) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications sent to the Company shall be sent to: One Madison Corporation , 3 East 28th Street, 8th Floor, New York, New York 10016, Attn: Omar M. Asali, Chief Executive Officer, email : oasali@onemadisongroup.com, with a copy to the Companys counsel at: Davis Polk & Wardwell LLP,

( a ) Notices . All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt , or ( a ) personal delivery to the party to be notified , ( b ) when sent , if sent by electronic mail or facsimile ( if any ) during normal business hours of the recipient , and if not sent during normal business hours , then on the recipients next Business Day , ( c ) five ( 5 ) Business Days after having been sent by registered or certified mail , return receipt requested , postage prepaid , or ( d ) one ( 1 ) Business Day after deposit with a nationally recognized overnight courier , freight prepaid , specifying next Business Day delivery , with written verification of receipt . All communications sent to the Company shall be sent to : One Madison Corporation , 3 East 28th Street , 8th Floor , New York , New York 10016 , Attn : Omar M . Asali , Chief Executive Officer , email : oasali @ onemadisongroup . com , with a copy to the Companys counsel at : Davis Polk & amp ; Wardwell LLP ,


All communications to the Purchaser shall be sent to the Purchasers address as set forth on the signature page hereof, or to such e-mail address, facsimile number (if any) or address as subsequently modified by written notice given in accordance with this Section 10(a), with a copy to the Purchasers counsel at: Winston & Strawn LLP, 200 Madison Avenue, New York, NY 10166, Attn: Joel L. Rubinstein , Esq., email: jrubinstein@winston.com, fax: (212) 294-4700 .

All communications to the Purchaser shall be sent to the Purchasers address as set forth on the signature page hereof , or to such e-mail address , facsimile number ( if any ) or address as subsequently modified by written notice given in accordance with this Section 10 ( a ) , with a copy to the Purchasers counsel at : Winston & amp ; Strawn LLP , 200 Madison Avenue , New York , NY 10166 , Attn : Joel L . Rubinstein , Esq . , email : jrubinstein @ winston . com , fax : ( 212 ) 294-4700 .


(i) Governing Law. This Agreement, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of Delaware , without giving effect to its choice of laws principles.

( i ) Governing Law . This Agreement , the entire relationship of the parties hereto , and any litigation between the parties ( whether grounded in contract , tort , statute , law or equity ) shall be governed by , construed in accordance with , and interpreted pursuant to the laws of the State of Delaware , without giving effect to its choice of laws principles .


3\. If at any time the Company proposes to file a registration statement (a Registration Statement) on its own behalf, or on behalf of any other Persons who have registration rights (Other Holders), relating to an underwritten offering of ordinary shares, or engage in an Underwritten Shelf Takedown off an existing registration statement (a Company Offering), then the Company will provide the Purchaser and each other Forward Contract Party who purchased at least 1,000,000 Forward Purchase Shares (collectively, the Piggyback Holders) with notice in writing (an Offer Notice) at least five (5) Business Days prior to such filing, which Offer Notice will offer to include in the Registration Statement Purchasers Registrable Securities and a minimum of 500,000 of the securities of each other Forward Contract Party which is a Piggyback Holder that constitute Registrable Securities under such parties forward purchase agreements (collectively Piggyback Securities). Within five (5) Business Days (or, in the case of an Offer Notice delivered to the Purchaser or the other Forward Contract Parties in connection with an Underwritten Shelf Takedown, within three (3) Business Days) after receiving the Offer Notice, the Purchaser may make a written request (a Piggyback Request) to the Company to include some or all of Purchasers Registrable Securities in the Registration Statement. If the underwriter(s) for any Company Offering advise the Company that marketing factors require a limitation on the number of securities that may be included in the Company Offering, the number of securities to be so included shall be allocated as follows: (i) first, to

3 \ . If at any time the Company proposes to file a registration statement ( a Registration Statement ) on its own behalf , or on behalf of any other Persons who have registration rights ( Other Holders ) , relating to an underwritten offering of ordinary shares , or engage in an Underwritten Shelf Takedown off an existing registration statement ( a Company Offering ) , then the Company will provide the Purchaser and each other Forward Contract Party who purchased at least 1 , 000 , 000 Forward Purchase Shares ( collectively , the Piggyback Holders ) with notice in writing ( an Offer Notice ) at least five ( 5 ) Business Days prior to such filing , which Offer Notice will offer to include in the Registration Statement Purchasers Registrable Securities and a minimum of 500 , 000 of the securities of each other Forward Contract Party which is a Piggyback Holder that constitute Registrable Securities under such parties forward purchase agreements ( collectively Piggyback Securities ) . Within five ( 5 ) Business Days ( or , in the case of an Offer Notice delivered to the Purchaser or the other Forward Contract Parties in connection with an Underwritten Shelf Takedown , within three ( 3 ) Business Days ) after receiving the Offer Notice , the Purchaser may make a written request ( a Piggyback Request ) to the Company to include some or all of Purchasers Registrable Securities in the Registration Statement . If the underwriter ( s ) for any Company Offering advise the Company that marketing factors require a limitation on the number of securities that may be included in the Company Offering , the number of securities to be so included shall be allocated as follows : ( i ) first , to


| 5| The share capital of the Company is US$[ ] divided into 200,000,000 Class A ordinary shares of a par value of US $0.0001 each, 25,000,000 Class B ordinary shares of a par value of US $0.0001 each, [amount] Class C ordinary shares of a par value of US $0.0001 each and 1,000,000 preference shares of a par value of US $0.0001 each. ---|---|---

| 5 | The share capital of the Company is US $ [ ] divided into 200 , 000 , 000 Class A ordinary shares of a par value of US $ 0 . 0001 each , 25 , 000 , 000 Class B ordinary shares of a par value of US $ 0 . 0001 each , [ amount ] Class C ordinary shares of a par value of US $ 0 . 0001 each and 1 , 000 , 000 preference shares of a par value of US $ 0 . 0001 each . - - - | - - - | - - -


"Articles" | means these articles of association of the Company. ---|--- "Audit Committee" | means the audit committee of the Company formed pursuant to Article 41.2 hereof, or any successor audit committee. "Auditor" | means the person for the time being performing the duties of auditor of the Company (if any). "Business Combination" | means a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination, with one or more businesses or entities (the target business), which Business Combination: (i) must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Fund (as defined in the below paragraph) (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Fund) at the time of the agreement to enter into the Business Combination; and (ii) must not be effectuated with another blank check company or a similar company with nominal operations. "business day" | means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City. "Class A Share" | means a Class A ordinary share of a par value of US $0.0001 in the share capital of the Company. "Class B Share" | means a Class B ordinary share of a par value of US $0.0001 in the share capital of the Company. "Class C Share" | means a Class C ordinary share of a par value of US $0.0001 in the share capital of the Company.

" Articles " | means these articles of association of the Company . - - - | - - - " Audit Committee " | means the audit committee of the Company formed pursuant to Article 41 . 2 hereof , or any successor audit committee . " Auditor " | means the person for the time being performing the duties of auditor of the Company ( if any ) . " Business Combination " | means a merger , share exchange , asset acquisition , share purchase , reorganisation or similar business combination , with one or more businesses or entities ( the target business ) , which Business Combination : ( i ) must occur with one or more target businesses that together have an aggregate fair market value of at least 80 % of the assets held in the Trust Fund ( as defined in the below paragraph ) ( excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Fund ) at the time of the agreement to enter into the Business Combination ; and ( ii ) must not be effectuated with another blank check company or a similar company with nominal operations . " business day " | means any day other than a Saturday , a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City . " Class A Share " | means a Class A ordinary share of a par value of US $ 0 . 0001 in the share capital of the Company . " Class B Share " | means a Class B ordinary share of a par value of US $ 0 . 0001 in the share capital of the Company . " Class C Share " | means a Class C ordinary share of a par value of US $ 0 . 0001 in the share capital of the Company .


"Company" | means the above named company. ---|--- "Designated Stock Exchange" | means any national securities exchange in the United States on which Shares are listed for trading, including the NASDAQ Stock Market LLC, the NYSE MKT LLC, The New York Stock Exchange LLC or any OTC market. "Directors" | means the directors for the time being of the Company. "Dividend" | means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles. "Electronic Record" | has the same meaning as in the Electronic Transactions Law. "Electronic Transactions Law" | means the Electronic Transactions Law (2003 Revision) of the Cayman Islands. "Exchange Act" | means the United States Securities Exchange Act of 1934 , as amended. "Founders" | means the Sponsor and all Members immediately prior to the consummation of the IPO. Forward Purchase Agreements | means forward purchase agreements entered into among the Company, the Sponsor and certain investors prior to the IPO. Forward Purchase Shares | means Class A Shares and/or Class C Shares issued pursuant to Forward Purchase Agreements. Forward Purchase Warrants | means warrants issued pursuant to Forward Purchase Agreements "IPO" | means the Company's initial public offering of securities. "IPO Redemption" | has the meaning given to it in Article 49.3. "Member" | has the same meaning as in the Statute. "Memorandum" | means the memorandum of association of the Company. "Ordinary Resolution" | means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles. "Over-Allotment Option" | means the option of the Underwriters to purchase up to an additional 15% of the units (as described at Article 3.3) sold in the IPO at a price equal to US $10.00 per unit, less underwriting discounts and commissions. "Preference Share" | means a preference share of a par value of US $0.0001 in the share capital of the Company. "Public Shares" | means Class A Shares issued as part of the units sold in the IPO. "Register of Members" | means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register of Members. "Registered Office " | means the registered office for the time being of the Company. "Redemption Price" | has the meaning given to it in Article 49.3.

" Company " | means the above named company . - - - | - - - " Designated Stock Exchange " | means any national securities exchange in the United States on which Shares are listed for trading , including the NASDAQ Stock Market LLC , the NYSE MKT LLC , The New York Stock Exchange LLC or any OTC market . " Directors " | means the directors for the time being of the Company . " Dividend " | means any dividend ( whether interim or final ) resolved to be paid on Shares pursuant to the Articles . " Electronic Record " | has the same meaning as in the Electronic Transactions Law . " Electronic Transactions Law " | means the Electronic Transactions Law ( 2003 Revision ) of the Cayman Islands . " Exchange Act " | means the United States Securities Exchange Act of 1934 , as amended . " Founders " | means the Sponsor and all Members immediately prior to the consummation of the IPO . Forward Purchase Agreements | means forward purchase agreements entered into among the Company , the Sponsor and certain investors prior to the IPO . Forward Purchase Shares | means Class A Shares and / or Class C Shares issued pursuant to Forward Purchase Agreements . Forward Purchase Warrants | means warrants issued pursuant to Forward Purchase Agreements " IPO " | means the Company ' s initial public offering of securities . " IPO Redemption " | has the meaning given to it in Article 49 . 3 . " Member " | has the same meaning as in the Statute . " Memorandum " | means the memorandum of association of the Company . " Ordinary Resolution " | means a resolution passed by a simple majority of the Members as , being entitled to do so , vote in person or , where proxies are allowed , by proxy at a general meeting , and includes a unanimous written resolution . In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles . " Over-Allotment Option " | means the option of the Underwriters to purchase up to an additional 15 % of the units ( as described at Article 3 . 3 ) sold in the IPO at a price equal to US $ 10 . 00 per unit , less underwriting discounts and commissions . " Preference Share " | means a preference share of a par value of US $ 0 . 0001 in the share capital of the Company . " Public Shares " | means Class A Shares issued as part of the units sold in the IPO . " Register of Members " | means the register of Members maintained in accordance with the Statute and includes ( except where otherwise stated ) any branch or duplicate register of Members . " Registered Office " | means the registered office for the time being of the Company . " Redemption Price " | has the meaning given to it in Article 49 . 3 .


If the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act in connection with a Business Combination, it shall file tender offer documents with the SEC prior to completing a Business Combination which contain substantially the same financial and other information about such Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act.< br/>

If the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act in connection with a Business Combination , it shall file tender offer documents with the SEC prior to completing a Business Combination which contain substantially the same financial and other information about such Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act . & lt ; br / & gt ;


between annual general meetings or extraordinary general meetings called for the election of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote of a majority of the remaining Directors then in office, although less than a quorum (as defined in the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A Director elected to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified. Holders of Class A Shares, Class B Shares and Preference Shares may nominate persons for election as Director by sending a written notice addressed to the Company at One Madison Corporation , 3 East 28th Street, 8th Floor, New York, New York 10016 , by prepaid postal delivery, such notice to arrive at least twenty (20) business days before the date of a general meeting at which the election of Directors is to be considered.

between annual general meetings or extraordinary general meetings called for the election of Directors and / or the removal of one or more Directors and the filling of any vacancy in that connection , additional Directors and any vacancies in the board of Directors , including unfilled vacancies resulting from the removal of Directors for cause , may be filled by the vote of a majority of the remaining Directors then in office , although less than a quorum ( as defined in the Articles ) , or by the sole remaining Director . All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified . A Director elected to fill a vacancy resulting from the death , resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death , resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified . Holders of Class A Shares , Class B Shares and Preference Shares may nominate persons for election as Director by sending a written notice addressed to the Company at One Madison Corporation , 3 East 28th Street , 8th Floor , New York , New York 10016 , by prepaid postal delivery , such notice to arrive at least twenty ( 20 ) business days before the date of a general meeting at which the election of Directors is to be considered .


WHEREAS, Seller owns all of the issued and outstanding shares of stock (the Shares), of SpendSmart Networks, Inc. , a California corporation (the Company);

WHEREAS , Seller owns all of the issued and outstanding shares of stock ( the Shares ) , of SpendSmart Networks , Inc . , a California corporation ( the Company ) ;


CERCLA means the Comprehensive Environmental Response, Compensation , and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986 , 42 U.S.C. 9601 et seq.

CERCLA means the Comprehensive Environmental Response , Compensation , and Liability Act of 1980 , as amended by the Superfund Amendments and Reauthorization Act of 1986 , 42 U . S . C . 9601 et seq .


ERISA means the Employee Retirement Income Security Act of 1974 , as amended, and the regulations promulgated thereunder.

ERISA means the Employee Retirement Income Security Act of 1974 , as amended , and the regulations promulgated thereunder .


Section 3.16 Insurance. Section 3.16 of the Disclosure Schedules sets forth a true and complete list of all current policies or binders of fire, liability, product liability, umbrella liability, real and personal property, workers compensation, vehicular, directors and officers liability, fiduciary liability and other casualty and property insurance maintained by Seller or its Affiliates (including the Company) and relating to the assets, business, operations, employees, officers and directors of the Company (collectively, the Insurance Policies) and true and complete copies of such Insurance Policies have been made available to Buyer. Such Insurance Policies are in full force and effect and shall remain in full force and effect following the consummation of the transactions contemplated by this Agreement. Neither the Seller nor any of its Affiliates (including the Company) has received any written notice of cancellation of, premium increase with respect to, or alteration of coverage under, any of such Insurance Policies. All premiums due on such Insurance Policies have either been paid or, if due and payable prior to Closing, will be paid prior to Closing in accordance with the payment terms of each Insurance Policy. The Insurance Policies do not provide for any retrospective premium adjustment or other experience-based liability on the part of the Company. All such Insurance Policies (a) are valid and binding in accordance with their terms; (b) are provided by carriers who are financially solvent; and (c) have not been subject to any lapse in coverage. There are no claims related to the business of the Company pending under any such Insurance Policies as to which coverage has been questioned, denied or disputed or in respect of which there is an outstanding reservation of rights. None of Seller or any of its Affiliates (including the Company) is in default under, or has otherwise failed to comply with, in any material respect, any provision contained in any such Insurance Policy. The Insurance Policies are of the type and in the amounts customarily carried by Persons conducting a business similar to the Company and are sufficient for compliance with all applicable Laws and Contracts to which the Company is a party or by which it is bound.

Section 3 . 16 Insurance . Section 3 . 16 of the Disclosure Schedules sets forth a true and complete list of all current policies or binders of fire , liability , product liability , umbrella liability , real and personal property , workers compensation , vehicular , directors and officers liability , fiduciary liability and other casualty and property insurance maintained by Seller or its Affiliates ( including the Company ) and relating to the assets , business , operations , employees , officers and directors of the Company ( collectively , the Insurance Policies ) and true and complete copies of such Insurance Policies have been made available to Buyer . Such Insurance Policies are in full force and effect and shall remain in full force and effect following the consummation of the transactions contemplated by this Agreement . Neither the Seller nor any of its Affiliates ( including the Company ) has received any written notice of cancellation of , premium increase with respect to , or alteration of coverage under , any of such Insurance Policies . All premiums due on such Insurance Policies have either been paid or , if due and payable prior to Closing , will be paid prior to Closing in accordance with the payment terms of each Insurance Policy . The Insurance Policies do not provide for any retrospective premium adjustment or other experience-based liability on the part of the Company . All such Insurance Policies ( a ) are valid and binding in accordance with their terms ; ( b ) are provided by carriers who are financially solvent ; and ( c ) have not been subject to any lapse in coverage . There are no claims related to the business of the Company pending under any such Insurance Policies as to which coverage has been questioned , denied or disputed or in respect of which there is an outstanding reservation of rights . None of Seller or any of its Affiliates ( including the Company ) is in default under , or has otherwise failed to comply with , in any material respect , any provision contained in any such Insurance Policy . The Insurance Policies are of the type and in the amounts customarily carried by Persons conducting a business similar to the Company and are sufficient for compliance with all applicable Laws and Contracts to which the Company is a party or by which it is bound .


(d) The Company has complied with the WARN Act, and it has no plans to undertake any action in the future that would trigger the WARN Act.< br/>

( d ) The Company has complied with the WARN Act , and it has no plans to undertake any action in the future that would trigger the WARN Act . & lt ; br / & gt ;


(f) Seller is not a foreign person as that term is used in Treasury Regulations Section 1.1445-2. The Company is not, nor has it been, a United States real property holding corporation (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(a) of the Code. The Company has not been a distributing corporation or a controlled corporation in connection with a distribution described in Section 355 of the Code. The Company is not, and has not been, a party to, or a promoter of, a reportable transaction within the meaning of Section 6707A(c)(1) of the Code and Treasury Regulations Section 1.6011 4(b). There is currently no limitation on the utilization of net operating losses, capital losses, built-in losses, tax credits or similar items of the Company under Sections 269, 382, 383, 384 or 1502 of the Code and the Treasury Regulations thereunder (and comparable provisions of state, local or foreign Law).

( f ) Seller is not a foreign person as that term is used in Treasury Regulations Section 1 . 1445-2 . The Company is not , nor has it been , a United States real property holding corporation ( as defined in Section 897 ( c ) ( 2 ) of the Code ) during the applicable period specified in Section 897 ( c ) ( 1 ) ( a ) of the Code . The Company has not been a distributing corporation or a controlled corporation in connection with a distribution described in Section 355 of the Code . The Company is not , and has not been , a party to , or a promoter of , a reportable transaction within the meaning of Section 6707A ( c ) ( 1 ) of the Code and Treasury Regulations Section 1 . 6011 4 ( b ) . There is currently no limitation on the utilization of net operating losses , capital losses , built-in losses , tax credits or similar items of the Company under Sections 269 , 382 , 383 , 384 or 1502 of the Code and the Treasury Regulations thereunder ( and comparable provisions of state , local or foreign Law ) .


Section 4.03 Investment Purpose. Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares are not registered under the Securities Act of 1933 , as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933 , as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Section 4 . 03 Investment Purpose . Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to , or for offer or sale in connection with , any distribution thereof . Buyer acknowledges that the Shares are not registered under the Securities Act of 1933 , as amended , or any state securities laws , and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933 , as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations , as applicable .


(a) Seller shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal ; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates (including the Company) and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, Acquisition Proposal shall mean any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital stock or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of the Companys properties or assets.

( a ) Seller shall not , and shall not authorize or permit any of its Affiliates ( including the Company ) or any of its or their Representatives to , directly or indirectly , ( i ) encourage , solicit , initiate , facilitate or continue inquiries regarding an Acquisition Proposal ; ( ii ) enter into discussions or negotiations with , or provide any information to , any Person concerning a possible Acquisition Proposal ; or ( iii ) enter into any agreements or other instruments ( whether or not binding ) regarding an Acquisition Proposal . Seller shall immediately cease and cause to be terminated , and shall cause its Affiliates ( including the Company ) and all of its and their Representatives to immediately cease and cause to be terminated , all existing discussions or negotiations with any Persons conducted heretofore with respect to , or that could lead to , an Acquisition Proposal . For purposes hereof , Acquisition Proposal shall mean any inquiry , proposal or offer from any Person ( other than Buyer or any of its Affiliates ) concerning ( i ) a merger , consolidation , liquidation , recapitalization , share exchange or other business combination transaction involving the Company ; ( ii ) the issuance or acquisition of shares of capital stock or other equity securities of the Company ; or ( iii ) the sale , lease , exchange or other disposition of any significant portion of the Companys properties or assets .


(g) All governmental and regulatory filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby will have been duly made and obtained, all on terms satisfactory to the Buyer .

( g ) All governmental and regulatory filings , authorizations and approvals that are required for the consummation of the transactions contemplated hereby will have been duly made and obtained , all on terms satisfactory to the Buyer .


Facsimile: 844 670 6009


| 1.| Purchase and Sale. The Seller hereby agree to sell to the Purchaser and the Purchaser, in reliance on the representations and warranties contained herein, and subject to the terms and conditions of this Agreement, agree to purchase from the Seller the Shares of the Company, representing 78.3% of the Companys total issued and outstanding shares of common stocks for a total purchase price of Four Hundred and Thirty Thousand ( $430,000 )(the Purchase Price), payable in immediately available funds in United States currency. Purchaser and Seller acknowledge and accept that the trading price of the Shares may decrease or increase subsequent to the sale of the Shares. Purchaser and Seller waive claims to any losses as a result of the sale of the Shares. ---|---|---

| 1 . | Purchase and Sale . The Seller hereby agree to sell to the Purchaser and the Purchaser , in reliance on the representations and warranties contained herein , and subject to the terms and conditions of this Agreement , agree to purchase from the Seller the Shares of the Company , representing 78 . 3 % of the Companys total issued and outstanding shares of common stocks for a total purchase price of Four Hundred and Thirty Thousand ( $ 430 , 000 ) ( the Purchase Price ) , payable in immediately available funds in United States currency . Purchaser and Seller acknowledge and accept that the trading price of the Shares may decrease or increase subsequent to the sale of the Shares . Purchaser and Seller waive claims to any losses as a result of the sale of the Shares . - - - | - - - | - - -


| 2.4.2.| The remaining Twenty Five Thousand ( $25,000 ) will be released immediately upon the filing of the Companys quarterly report on Form 10-Q for the period ended September 30, 2017 (the Immediate Report) to the Seller , and in accordance with the wire transfer instructions for the Seller set forth on Exhibit E, provided that such Immediate Report is timely filed with the Securities and Exchange Commission (SEC or the Commission). In the event that the Immediate Report is not timely filed with the SEC, Purchasers shall notify the Escrow Agent in writing to release $25,000 to the Purchaser or as otherwise instructed in the release notice within 5 business days upon the occurrence of such failure. The Escrow Agent shall notify the Seller within 2 business days upon receipt of the release notice. The Seller shall notify the Purchasers and the Escrow Agent in writing within 5 business days upon the receipt of such notification from the Escrow Agent if it considers itself has satisfied its obligation under Section 3.14 of this Agreement and thus disputes such release. If the Seller timely notifies the Escrow Agent about the dispute, the Escrow Agent shall withhold $25,000 until the dispute is resolved and the Seller and Purchasers have to come to a mutual agreement about the release of $25,000. If the Seller does not or fails to notify the Escrow Agent within 5 business days of the receipt of the notice from the Escrow Agent, the Escrow Agent shall promptly release $25,000 pursuant to the release notice from the Purchasers. ---|---|---

| 2 . 4 . 2 . | The remaining Twenty Five Thousand ( $ 25 , 000 ) will be released immediately upon the filing of the Companys quarterly report on Form 10-Q for the period ended September 30 , 2017 ( the Immediate Report ) to the Seller , and in accordance with the wire transfer instructions for the Seller set forth on Exhibit E , provided that such Immediate Report is timely filed with the Securities and Exchange Commission ( SEC or the Commission ) . In the event that the Immediate Report is not timely filed with the SEC , Purchasers shall notify the Escrow Agent in writing to release $ 25 , 000 to the Purchaser or as otherwise instructed in the release notice within 5 business days upon the occurrence of such failure . The Escrow Agent shall notify the Seller within 2 business days upon receipt of the release notice . The Seller shall notify the Purchasers and the Escrow Agent in writing within 5 business days upon the receipt of such notification from the Escrow Agent if it considers itself has satisfied its obligation under Section 3 . 14 of this Agreement and thus disputes such release . If the Seller timely notifies the Escrow Agent about the dispute , the Escrow Agent shall withhold $ 25 , 000 until the dispute is resolved and the Seller and Purchasers have to come to a mutual agreement about the release of $ 25 , 000 . If the Seller does not or fails to notify the Escrow Agent within 5 business days of the receipt of the notice from the Escrow Agent , the Escrow Agent shall promptly release $ 25 , 000 pursuant to the release notice from the Purchasers . - - - | - - - | - - -


3.11. Private Offering. No registration of the Shares, pursuant to the provisions of the Securities Act of 1933 , as amended, or any state securities or blue sky laws, will be required by the sale of the Shares in the manner contemplated in Section 1 herein. Seller agrees that neither he or she, nor anyone acting on his or her behalf, shall offer to sell the Shares or any other securities of the Company so as to require the registration of the Shares pursuant to the provisions of the Securities Act of 1933 , as amended, or any state securities or blue sky laws.

3 . 11 . Private Offering . No registration of the Shares , pursuant to the provisions of the Securities Act of 1933 , as amended , or any state securities or blue sky laws , will be required by the sale of the Shares in the manner contemplated in Section 1 herein . Seller agrees that neither he or she , nor anyone acting on his or her behalf , shall offer to sell the Shares or any other securities of the Company so as to require the registration of the Shares pursuant to the provisions of the Securities Act of 1933 , as amended , or any state securities or blue sky laws .


4.1 Purchaser is Not a U.S. Person. Purchaser represents and warrants that: (A) such Purchaser is not a U.S. person as defined in Rule 902 of Regulation S under the Securities Act ( each, U.S. person); (B) all offers to acquire the Shares were made to the Purchaser while the Purchaser was outside the United States; (C) the Purchasers request to acquire the Shares originated while the Purchaser was outside of the United States, (D) neither the Shares nor any interest therein will be transferred within the United States, its territories or possessions or to any U.S. person and (E) the Shares have not been acquired for the benefit of any U.S. person.

4 . 1 Purchaser is Not a U . S . Person . Purchaser represents and warrants that : ( A ) such Purchaser is not a U . S . person as defined in Rule 902 of Regulation S under the Securities Act ( each , U . S . person ) ; ( B ) all offers to acquire the Shares were made to the Purchaser while the Purchaser was outside the United States ; ( C ) the Purchasers request to acquire the Shares originated while the Purchaser was outside of the United States , ( D ) neither the Shares nor any interest therein will be transferred within the United States , its territories or possessions or to any U . S . person and ( E ) the Shares have not been acquired for the benefit of any U . S . person .