In consideration for its capital contribution pursuant to Section 2.01, at the Closing, [[Organization A:Organization]] agrees to issue to One Stop 750,000 membership interest units in [[Organization A:Organization]] (“One Stop Interest”), free and clear of all Encumbrances except for those Encumbrances set forth in the Primary [[Organization A:Organization]] Agreement. Upon issuance by [[Organization A:Organization]] of the One Stop Interest to One Stop, the One Stop Interest # will be duly authorized and validly issued and # represent a 50% ownership interest in the [[Organization A:Organization]].

OTC Markets Designation. OTC Markets changes the Borrower’s designation to “No Information” (Stop Sign), “Caveat Emptor” (Skull and Crossbones), or “OTC”, “Other OTC” or “Grey Market” (Exclamation Mark Sign).

Such representations and documents as the Company’s Board of Managers deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act and any other Federal or state securities laws or regulations. The Board of Managers may, in its sole discretion, also take whatever additional actions it deems appropriate to effect such compliance including, without limitation, placing legends on share certificates and issuing stop-transfer orders to transfer agents and registrars; and

“One Stop Indemnified Parties” means, collectively, One Stop, its Affiliates, and their respective equity holders, directors, officers and employees.

Has the company been the recipient of requests for information, notice and demand letters, cleanup and abatement orders, or cease and desist orders or other administrative inquiries? Yes ​ No ​. If yes, please describe:

A certificate of the Secretary or Assistant Secretary (or equivalent officer) of One Stop certifying as to # the resolutions of the board of directors of One Stop, duly adopted and in effect, which authorize the execution, delivery and performance of the Transaction Agreements to which it is a party and the transactions contemplated hereby and thereby by One Stop, and # the names and signatures of the officers of One Stop authorized to sign such Transaction Agreements and the documents to be delivered by One Stop hereunder and thereunder;

Any book-entry will be accompanied by a similar legend and shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable. Your right to receive this Restricted Stock Award is conditioned upon your execution and delivery to the Company of any instructions of assignment that may be necessary to permit transfer to the Company of all or a portion of the Restricted Shares if such Restricted Shares are forfeited in whole or in part.

Notify Stockholders, promptly after it shall receive notice of the issuance of any stop order by the SEC suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceeding for that purpose and, subject to Section 4.1, promptly use commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.

Section # Authority of One Stop; Enforceability. One Stop has full corporate power and authority to enter into the Transaction Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by One Stop of the Transaction Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite entity action on the part of One Stop. The Transaction Agreements to which it is a party have been duly executed and delivered by One Stop, and (assuming due authorization, execution and delivery by any other parties thereto) constitute legal, valid and binding obligations of One Stop, enforceable against it in accordance with their respective terms, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.

Compliance with Law. Seller is in compliance with all laws, regulations and orders applicable to the Seller or relating to the Assets and the Assumed Contracts. Seller has not received any notification that it is in violation of such laws, regulations or orders and no such violation exists.