Common use of Acknowledgement of Risk Clause in Contracts

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i) the Company remains a clinical stage business and requires substantial funds in addition to the proceeds from the sale of the Securities, (ii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, (iii) the Purchaser may not be able to liquidate its investment, (iv) transferability of the Securities is extremely limited, (v) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment, and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents; (b) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; and (c) The Purchaser has, in connection with the Purchaser’s decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC Documents, and the Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the Securities, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Company.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities Shares involves a significant degree of risk, including, without limitation, (i) the Company remains a clinical development stage business with limited operating history and requires substantial funds in addition to the proceeds from the sale of the Securities, Shares; (ii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, Shares; (iii) the Purchaser may not be able to liquidate its investment, ; (iv) transferability of the Securities Shares is extremely limited, ; (v) in the event of a disposition of the SecuritiesShares, the Purchaser could sustain the loss of its entire investment, ; and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents; (b) The Purchaser is able to bear the economic risk of holding the Securities Shares for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the SecuritiesShares; and (c) The Purchaser has, in connection with the Purchaser’s decision to purchase SecuritiesShares, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC Documents, and the Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the SecuritiesShares, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Placement Agents or counsel to the Company.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i) the Company remains a clinical development stage business with limited operating history and requires substantial funds in addition to the proceeds from the sale of the Securities, ; (ii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iii) the Purchaser may not be able to liquidate its investment, ; (iv) transferability of the Securities is extremely limited, ; (v) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment, ; and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents; (b) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; and (c) The Purchaser has, in connection with the Purchaser’s decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC Documents, and the Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the Securities, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Placement Agent or counsel to the Company.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities Units involves a significant degree of risk, including, without limitation, (i) the Company remains a clinical stage business and requires Company’s need to extend, refinance or otherwise retire its existing debt facilities, (ii) the Company’s possible need for substantial funds in addition to the proceeds from the sale of the Securities, Units and from operations to fully develop its oil and gas properties; (iiiii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, Units; (iiiiv) the Purchaser may not be able to liquidate its investment, ; (ivv) transferability of the Securities Units is extremely limited, ; (vvi) in the event of a disposition of the SecuritiesUnits, the Purchaser could sustain the loss of its entire investment, ; and (vivii) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such The Purchaser acknowledges that risks factors related to the Company and an investment in the Company are more fully set forth in the SEC Documents;Documents and that Purchaser has reviewed such risk factors. (b) The Purchaser is able to bear the economic risk of holding the Securities Units for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the SecuritiesUnits; and (c) The Purchaser has, in connection with the Purchaser’s decision to purchase SecuritiesUnits, not relied upon any representations representations, warranties or other information (whether oral or written) of or related to the Company other than as set forth in the than: (i) those representations and warranties of the Company contained specifically set forth herein and (ii) the information disclosed contained in the SEC Documents, and the Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the SecuritiesUnits, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Company.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i) the Company remains a clinical an early stage business with limited operating history that has yet to establish profitable operations and requires substantial funds in addition to the proceeds from the sale of the Securities, ; (ii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iii) the Purchaser may not be able to liquidate its investment, ; (iv) transferability of the Securities is extremely limited, ; (v) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment, ; and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks The Purchaser acknowledges that risk factors related to the Company and an investment in the Company are more fully set forth in the SEC DocumentsDocuments and that Purchaser has reviewed such risk factors; (b) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of the investment in the Securities and has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities; and (c) The Purchaser has, in connection with the Purchaser’s decision to purchase Securities, not relied upon any representations representations, warranties or other information (whether oral or written) of or related to the Company other than as set forth in the (i) those representations and warranties of the Company contained specifically set forth herein and (ii) the information disclosed contained in the SEC Documents, and the Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the Securities, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Placement Agent or counsel to the Company.

Acknowledgement of Risk. (ai) The Such Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i1) the Company remains has a clinical stage business history of operating loses and significant liquidity constraints, requires substantial funds in addition to the proceeds from the sale of the SecuritiesSecurities and has received a “going concern” opinion from its independent auditors with respect to the fiscal year ended December 31, 2005; (ii2) the Company has received a notice from the American Stock Exchange that it is not in compliance with continued listing standards and faces the possibility of delisting from the American Stock Exchange; (3) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iii4) the market for the Company's securities is limited and such Purchaser may not be able to liquidate its investment, ; (iv5) transferability of the Securities is extremely limited, ; (v6) in the event of a disposition of the Securities, the such Purchaser could sustain the loss of its entire investment, ; and (vi7) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents; (b) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the SecuritiesReports; and (cii) The Such Purchaser has, in connection with the such Purchaser’s 's decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC DocumentsReports, and the such Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the Securities, relied solely upon the advice of such Purchaser’s 's own counsel and has not relied upon or consulted any counsel to the Company.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities Shares involves a significant degree of risk, including, without limitation, (i) the Company remains a clinical development stage business with limited operating history and requires substantial funds in addition to the proceeds from the sale of the Securities, Shares; (ii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, Shares; (iii) the Purchaser may not be able to liquidate its investment, ; (iv) transferability of the Securities Shares is extremely limited, ; (v) in the event of a disposition of the SecuritiesShares, the Purchaser could sustain the loss of its entire investment, ; and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents; (b) The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act. The Purchaser is able to bear the economic risk of holding the Securities Shares for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the SecuritiesShares; and (c) The Purchaser has, in connection with the Purchaser’s decision to purchase SecuritiesShares, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC Documentsherein, and the Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the SecuritiesShares, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Placement Agents or counsel to the Company.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i) the Company remains a clinical development stage business with limited operating history and requires substantial funds in addition to the proceeds from the sale of the Securities, ; (ii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iii) the Purchaser may not be able to liquidate its investment, ; (iv) transferability of the Securities is extremely limited, ; (v) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment, ; and (vi) the Company has not paid any dividends on its Common Stock since inception January 1, 2001, and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents; (b) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; and (c) The Purchaser has, in connection with the Purchaser’s decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC Documentsherein, and the Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the Securities, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Placement Agent or counsel to the Company.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, : (i) the Company remains a clinical development stage business with limited operating history and requires substantial funds in addition to the proceeds from the sale of the Securities, ; (ii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iii) the Purchaser may not be able to liquidate its investment, ; (iv) transferability of the Securities is extremely limited, ; (v) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment, ; and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC DocumentsPublic Filings; (b) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; and (c) The Purchaser has, in connection with the Purchaser’s decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC Documentsherein, and the Purchaser has, with respect to all matters relating to this Agreement the Transaction Agreements and the offer and sale of the Securities, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to any placement agent or counsel to the Company.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i) the Company remains a clinical development stage business with limited operating history and requires substantial funds in addition to the proceeds from the sale of the Securities, ; (ii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iii) the Purchaser may not be able to liquidate its investment, ; (iv) transferability of the Securities is extremely limited, ; (v) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment, ; and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents; (b) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; and (c) The Purchaser has, in connection with the Purchaser’s decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC Documents, and the Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the Securities, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Placement Agents or counsel to the Company.

Acknowledgement of Risk. (ai) The Such Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i1) the Company remains has a clinical stage business history of operating loses and significant liquidity constraints and requires substantial funds in addition to the proceeds from the sale of the Securities, ; (ii2) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iii3) the market for the Company’s securities is limited and such Purchaser may not be able to liquidate its investment, ; (iv4) transferability of the Securities is extremely limited, ; (v5) in the event of a disposition of the Securities, the such Purchaser could sustain the loss of its entire investment, ; and (vi6) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents; (b) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the SecuritiesReports; and (cii) The Such Purchaser has, in connection with the such Purchaser’s decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC DocumentsReports, and the such Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the Securities, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Company.

Acknowledgement of Risk. (a) The Purchaser Buyer acknowledges and understands that its investment in the Securities Shares involves a significant degree of risk, including, without limitation, (i) the Company remains Purchased Assets represent a clinical stage significant portion of Seller’s business operations and requires substantial funds in addition to the proceeds from the sale of the Securities, Transactions will alter Seller’s business operations following their consummation; (ii) an investment in the Company Seller is speculative, and only Purchasers buyers who can afford the loss of their entire investment should consider investing in the Company Seller and the Securities, Shares; (iii) the Purchaser Buyer may not be able to liquidate its investment, ; (iv) transferability of the Securities Shares is extremely limited, limited and restricted; (v) in the event of a disposition of the SecuritiesShares, the Purchaser Buyer could sustain the loss of its entire investment, ; and (vi) the Company Seller has not paid any dividends on its the Common Stock since inception January 1, 2001, and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents;. (b) The Purchaser Buyer is able to bear the economic risk of holding the Securities Shares for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; andShares. (c) The Purchaser Buyer has, in connection with the PurchaserBuyer’s decision to purchase Securitiesthe Shares, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company Seller contained herein and the information disclosed in the SEC Documentsherein, and the Purchaser Buyer has, with respect to all matters relating to this Agreement and the offer and sale of the SecuritiesShares, relied solely upon the advice of such PurchaserBuyer’s own counsel and has not relied upon or consulted any counsel to the CompanySeller.

Acknowledgement of Risk. (a) The Such Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i) the Company remains a clinical development stage business with limited operating history and requires substantial funds in addition to the proceeds from the sale of the Securities, ; (ii) an investment in the Company is speculative, and only Purchasers purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iii) the such Purchaser may not be able to liquidate its investment, ; (iv) transferability of the Securities is extremely limited, ; (v) in the event of a disposition of the Securities, the such Purchaser could sustain the loss of its entire investment, ; and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks risks, and others applicable to the Company, are more fully set forth in the SEC Documents; (b) The Such Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; and (c) The Such Purchaser has, in connection with the such Purchaser’s decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC Documents, and the such Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the Securities, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the CompanyPlacement Agents or counsel to the Company and has not relied upon any Placement Agent.

Acknowledgement of Risk. (ai) The Such Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i1) the Company remains has a clinical stage business history of operating loses and significant liquidity constraints and requires substantial funds to execute its business plan in addition to the proceeds from the sale of the Securities, ; (ii2) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iii3) the market for the Company’s securities is limited and such Purchaser may not be able to liquidate its investment, ; (iv4) transferability of the Securities is extremely limited, ; (v5) in the event of a disposition of the Securities, the such Purchaser could sustain the loss of its entire investment, ; and (vi6) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents; (b) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the SecuritiesReports; and (cii) The Such Purchaser has, in connection with the such Purchaser’s decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC DocumentsReports, and the such Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the Securities, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Company.

Acknowledgement of Risk. (a) The Purchaser 3.4.1. BMS acknowledges and understands that its investment in the Securities Shares involves a significant degree of risk, including, without limitation, including (i) the Company FivePrime remains a clinical an early stage business and requires substantial funds in addition to the proceeds from the sale of the Securities, Shares; (ii) an investment in the Company FivePrime is speculative, and only Purchasers investors who can afford the loss of their entire investment should consider investing in the Company FivePrime and the Securities, Shares; (iii) the Purchaser BMS may not be able to liquidate its investment, ; (iv) transferability of the Securities Shares is extremely limited, ; (v) in the event of a disposition of the SecuritiesShares, the Purchaser BMS could sustain the loss of its entire investment, ; and (vi) the Company FivePrime has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks BMS acknowledges that risk factors related to FivePrime and an investment in FivePrime are more fully set forth in the SEC DocumentsDocuments and that BMS has reviewed such risk factors; (b) The Purchaser 3.4.2. BMS is able to bear the economic risk of holding the Securities Shares for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the SecuritiesShares; and (c) The Purchaser 3.4.3. BMS has, in connection with the Purchaser’s its decision to purchase SecuritiesShares, not relied upon any representations representations, warranties or other information (whether oral or written) of or related to FivePrime other than as set forth in the those representations and warranties of the Company contained herein and the information disclosed in the SEC DocumentsFivePrime specifically set forth herein, and the Purchaser BMS has, with respect to all matters relating to this Agreement and the offer and sale of the SecuritiesShares, relied solely upon the advice of such Purchaser’s BMS’ own counsel and and, except in the context of the negotiation of this Agreement, has not relied upon or consulted any counsel to the CompanyFivePrime.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i) the Company remains a clinical development stage business with limited operating history and requires substantial funds in addition to the proceeds from the sale of the Securities, ; (ii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iii) the Purchaser may not be able to liquidate its investment, ; (iv) transferability of the Securities is extremely limited, ; (v) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment, ; and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents; (b) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; and (c) The Purchaser has, in connection with the Purchaser’s decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC Documents, and the Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the Securities, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Company.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Transaction Securities involves a significant degree of risk, including, without limitation, (i) the Company remains has a clinical stage business history of operating losses and requires substantial funds in addition to the proceeds from the sale of the Transaction Securities, ; (ii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Transaction Securities, ; (iii) the Purchaser may not be able to liquidate its investment, ; (iv) transferability of the Transaction Securities is extremely limited, ; (v) in the event of a disposition of the Transaction Securities, the Purchaser could sustain the loss of its entire investment, ; and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents;. (b) The Purchaser is able to bear the economic risk of holding the Transaction Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Transaction Securities; and. (c) The Purchaser has, in connection with the Purchaser’s decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations Transaction Securities and warranties of the Company contained herein and the information disclosed in the SEC Documents, and the Purchaser has, with respect to all matters relating to this Agreement and the offer Related Agreements and sale of the Securitiestransactions contemplated hereby and thereby, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Placement Agent or counsel to the Company. (d) The Purchaser is not purchasing the Transaction Securities as a result of any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act.

Acknowledgement of Risk. (ai) The Such Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i1) the Company remains has a clinical stage business history of operating loses and significant liquidity constraints and requires substantial funds in addition to the proceeds from the sale of the Securities, ; (ii2) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iii3) the market for the Company's securities is limited and such Purchaser may not be able to liquidate its investment, ; (iv4) transferability of the Securities is extremely limited, ; (v5) in the event of a disposition of the Securities, the such Purchaser could sustain the loss of its entire investment, ; and (vi6) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents; (b) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the SecuritiesReports; and (cii) The Such Purchaser has, in connection with the such Purchaser’s 's decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC DocumentsReports, and the such Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the Securities, relied solely upon the advice of such Purchaser’s 's own counsel and has not relied upon or consulted any counsel to the Company.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities Shares involves a significant degree of risk, including, without limitation, (i) the Company remains a clinical development stage business with limited operating history and requires substantial funds in addition to the proceeds from the sale of the Securities, Shares; (ii) an investment in the Company is speculative, and only Purchasers who a purchaser that can afford the loss of their its entire investment should consider investing in the Company and the Securities, Shares; (iii) the Purchaser may not be able to liquidate its investment, ; (iv) transferability of the Securities Shares is extremely limited, ; (v) in the event of a disposition of the SecuritiesShares, the Purchaser could sustain the loss of its entire investment, ; and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents; (b) The Purchaser is able to bear the economic risk of holding the Securities Shares for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the SecuritiesShares; and (c) The Purchaser has, in connection with the Purchaser’s decision to purchase SecuritiesShares, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC Documentsherein, and the Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the SecuritiesShares, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Company.

Acknowledgement of Risk. (a) The Each Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i) the Company remains a clinical stage business and requires substantial funds in addition to the proceeds from the sale of the Securities, (ii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iii) the Purchaser may not be able to liquidate its investment, ; (iv) transferability of the Securities is extremely limited, ; (v) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment, ; and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents;. (b) The Each Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge knowledge, sophistication and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the SecuritiesSecurities and has independently evaluated the merits and risks of such investment; and (c) The Each Purchaser has, in connection with the Purchaser’s decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC Documents, and the Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the Securities, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Companycounsel.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, that: (i) the Company remains is a clinical stage business with limited operating history and requires substantial funds in addition to the proceeds from the sale of the Securities, ; (ii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iii) the Purchaser may not be able to liquidate its investment, ; (iv) transferability of the Securities is extremely limited, ; (v) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment, ; and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents; (b) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; and (c) The Purchaser has, in connection with the Purchaser’s decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC Documents, and the Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the Securities, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Placement Agent or counsel to the Company. (d) The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities Shares involves a significant degree of risk, including, without limitation, (i) the Company remains a clinical stage business and requires substantial funds in addition to the proceeds from the sale of the Securities, (ii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, Shares; (iiiii) the Purchaser may not be able to liquidate its investment, ; (iviii) transferability of the Securities Shares is extremely limited, ; (viv) in the event of a disposition of the SecuritiesShares, the Purchaser could sustain the loss of its entire investment, and ; (viv) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable futurefuture and (vi) the “Risk Factors” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 and as amended by the SEC Documents. Such risks are more fully set forth in the SEC Documents; (b) The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act. The Purchaser is able to bear the economic risk of holding the Securities Shares for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the SecuritiesShares; and (c) The Purchaser has, in connection with the Purchaser’s decision to purchase SecuritiesShares, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC Documentsherein, and the Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the SecuritiesShares, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Placement Agents or counsel to the Company.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i) the Company remains has a clinical stage business history of operating losses and requires substantial funds in addition to the proceeds from the sale of the Securities, ; (ii) an investment in the Company is speculative, and only Purchasers purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iii) the Purchaser may not be able to liquidate its investment, ; (iv) transferability of the Securities is extremely limited, ; (v) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment, ; and (vi) the Company has not paid any dividends on its Common Stock Ordinary Shares since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC DocumentsDocuments and Disclosure Schedules; (b) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; and (c) The Purchaser has, in connection with the Purchaser’s decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC DocumentsDocuments and Disclosure Schedules, and the Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the Securities, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Placement Agent or counsel to the Company.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i) the Company remains has a clinical stage business history of operating losses and requires substantial funds in addition to the proceeds from the sale of the Securities, ; (ii) an investment in the Company is speculative, and only Purchasers the Purchaser who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iii) the Purchaser may not be able to liquidate its investment, ; (iv) transferability of the Securities is extremely limited, ; (v) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment, ; and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents;. (b) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; and. (c) The Purchaser has, in connection with the Purchaser’s decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations Securities and warranties of the Company contained herein and the information disclosed in the SEC Documents, and the Purchaser has, with respect to all matters relating to this Agreement and the offer Related Agreements and sale of the Securitiestransactions contemplated hereby and thereby, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Company.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i) the Company remains a clinical development stage business with limited operating history and requires substantial funds in addition to the proceeds from the sale of the Securities, ; (ii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iii) the Purchaser may not be able to liquidate its investment, ; (iv) transferability of the Securities is extremely limited, ; (v) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment, ; and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents;. (b) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; and. (c) The Purchaser has, in connection with the Purchaser’s decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC Documents, and the Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the Securities, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Placement Agent or counsel to the Company.

Acknowledgement of Risk. (a) The Purchaser 3.4.1. BMS acknowledges and understands that its investment in the Securities Shares involves a significant degree of risk, including, without limitation, including (i) the Company FivePrime remains a clinical an early stage business and requires substantial funds in addition to the proceeds from the sale of the Securities, Shares; (ii) an investment in the Company FivePrime is speculative, and only Purchasers investors who can afford the loss of their entire investment should consider investing in the Company FivePrime and the Securities, Shares; (iii) the Purchaser BMS may not be able to liquidate its investment, ; (iv) transferability of the Securities Shares is extremely limited, ; (v) in the event of a disposition of the SecuritiesShares, the Purchaser BMS could sustain the loss of its entire investment, ; and (vi) the Company FivePrime has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks BMS acknowledges that risk factors related to FivePrime and an investment in FivePrime are more fully set forth in the SEC DocumentsDocuments and that BMS has reviewed such risk factors; (b) The Purchaser 3.4.2. BMS is able to bear the economic risk of holding the Securities Shares for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the SecuritiesShares; andand *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (c) The Purchaser 3.4.3. BMS has, in connection with the Purchaser’s its decision to purchase SecuritiesShares, not relied upon any representations representations, warranties or other information (whether oral or written) of or related to FivePrime other than as set forth in the those representations and warranties of the Company contained herein and the information disclosed in the SEC DocumentsFivePrime specifically set forth herein, and the Purchaser BMS has, with respect to all matters relating to this Agreement and the offer and sale of the SecuritiesShares, relied solely upon the advice of such Purchaser’s BMS’ own counsel and and, except in the context of the negotiation of this Agreement, has not relied upon or consulted any counsel to the CompanyFivePrime.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i) the Company remains has a clinical stage business history of operating losses and requires substantial funds in addition to the proceeds from the sale of the Securities, ; (ii) an investment in the Company is speculative, and only Purchasers purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iii) the Purchaser may not be able to liquidate its investment, ; (iv) transferability of the Securities is extremely limited, ; (v) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment, ; and (vi) the Company has not paid any dividends on its Common Stock Ordinary Shares since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents; (b) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; and. (c) The Purchaser has, in connection with the Purchaser’s decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC Documents, and the Purchaser has, has with respect to all legal matters relating to this Agreement and the offer and sale of the Securities, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Company. (d) The Purchasers acknowledge that the only representations or warranties the Company is making in connection with the transaction contemplated hereby are those set forth in Article 2, as modified by the Annual Report.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i) the Company remains has a clinical stage business history of operating losses and requires substantial funds in addition to the proceeds from the sale of the Securities, ; (ii) an investment in the Company is speculative, and only Purchasers the Purchaser who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iii) the Purchaser may not be able to liquidate its investment, ; (iv) transferability of the Securities is extremely limited, ; (v) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment, ; and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents;. (b) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; and. 7140498v.6 (c) The Purchaser has, in connection with the Purchaser’s 's decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations Securities and warranties of the Company contained herein and the information disclosed in the SEC Documents, and the Purchaser has, with respect to all matters relating to this Agreement and the offer Related Agreements and sale of the Securitiestransactions contemplated hereby and thereby, relied solely upon the advice of such Purchaser’s 's own counsel and has not relied upon or consulted any counsel to the Company.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities Shares involves a significant degree of risk, including, without limitation, (i) the Company remains a clinical stage business and requires substantial funds in addition to the proceeds from the sale of the Securities, (ii) an investment in the Company is speculative, and only Purchasers purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, Shares; (iiiii) the Purchaser may not be able to liquidate its investment, ; (iviii) transferability of the Securities Shares is extremely limited, limited and (viv) in the event of a disposition of the SecuritiesShares, the Purchaser could sustain the loss of its entire investment, and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents;; and (b) The Purchaser is able to bear the economic risk of holding the Securities Shares and the Conversion Shares for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; andShares and the Conversion Shares. (c) The Purchaser hashas been given access to and an opportunity to examine such materials concerning the Company and its current and contemplated business and operations as the Purchaser deems necessary to properly evaluate making an informed decision regarding an investment in the Shares and Conversion Shares. The Purchaser has had the opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of an investment in the Shares and Conversion Shares and to obtain financial and such other information as the Purchaser has deemed necessary to verify the accuracy of the information supplied it. The Purchaser has conducted such independent investigation of the Company and its business as the Purchaser deems relevant to an investment in the Company. No such access, in connection with examinations opportunities or any other due diligence investigations conducted at any time by the Purchaser shall modify, amend or affect the Purchaser’s decision right to purchase Securities, not relied upon any representations or other information (whether oral or writteni) other than as set forth in rely on the Company’s representations and warranties of the Company contained herein and the information disclosed in the SEC DocumentsArticle II above or (ii) any other remedy based on, and the Purchaser has, or with respect to all matters relating to the accuracy or inaccuracy of, or compliance with, the representations, warranties, covenants and agreements in this Agreement and the offer and sale of the Securities, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the CompanyAgreement.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i) the Company remains a clinical development stage business with limited operating history and requires substantial funds in addition to the proceeds from the sale of the Securities, ; (ii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iii) the Purchaser may not be able to liquidate its investment, ; (iv) transferability of the Securities is extremely limited, ; (v) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment, ; and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents; (b) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; and (c) The Purchaser has, in connection with the Purchaser’s decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC Documents, and the Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the Securities, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Placement Agents or counsel to the Company.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i) the Company remains has a clinical stage business history of operating losses and requires substantial funds in addition to the proceeds from the sale of the Securities, ; (ii) an investment in the Company is speculative, and only Purchasers purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iii) the Purchaser may not be able to liquidate its investment, ; (iv) transferability of the Securities is extremely limited, ; (v) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment, ; and (vi) the Company has not paid any dividends on its Common Stock Ordinary Shares since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents;, the Draft Annual Report and the Disclosure Schedules. (b) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; and. (c) The Purchaser has, in connection with the Purchaser’s decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC Documents, and the Purchaser has, has with respect to all legal matters relating to this Agreement and the offer and sale of the Securities, Securities relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Placement Agent or counsel to the Company. (d) The Purchasers acknowledge that the only representations or warranties the Company is making in connection with the transaction contemplated hereby are those set forth in Article 2, as modified by the SEC Documents, the Draft Annual Report and the Disclosure Schedules.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, : (i) the Company remains has a clinical stage business history of operating losses and requires substantial funds in addition to the proceeds from the sale of the Securities, ; (ii) an investment in the Company is speculative, and only Purchasers purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iii) the Purchaser may not be able to liquidate its investment, ; (iv) transferability of the Securities is extremely limited, ; (v) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment, ; and (vi) the Company has not paid any dividends on its Common Stock Ordinary Shares since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents;, the Draft Annual Report and the Disclosure Schedules. (b) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; and. (c) The Purchaser has, in connection with the Purchaser’s decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than Except as set forth in the representations opinions of Cxxxxx Xxxxxx & Rxxxxxx LLP and warranties of the Company contained herein and the information disclosed in the SEC Documents, and K&L Gates LLP as delivered to the Purchaser hason the Closing Date, the Purchaser has with respect to all legal matters relating to this Agreement and the offer and sale of the Securities, Securities relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Placement Agent or counsel to the Company. (d) The Purchasers acknowledge that the only representations or warranties the Company is making in connection with the transaction contemplated hereby are those set forth in Article 2, as modified by the SEC Documents, the Draft Annual Report and the Disclosure Schedules.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities Shares involves a significant degree of risk, including, without limitation, (i) the Company remains a clinical stage business and requires Company’s possible need for substantial funds in addition to the proceeds from the sale of the Securities, Shares and from operations to fully develop its oil and gas properties; (ii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, Shares; (iii) the Purchaser may not be able to liquidate its investment, ; (iv) transferability of the Securities Shares is extremely limited, ; (v) in the event of a disposition of the SecuritiesShares, the Purchaser could sustain the loss of its entire investment, ; and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such The Purchaser acknowledges that risks factors related to the Company and an investment in the Company are more fully set forth in the SEC Documents;Documents and that Purchaser has reviewed such risk factors. (b) The Purchaser is able to bear the economic risk of holding the Securities Shares for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the SecuritiesShares; and (c) The Purchaser has, in connection with the Purchaser’s decision to purchase SecuritiesShares, not relied upon any representations representations, warranties or other information (whether oral or written) of or related to the Company other than as set forth in the than: (i) those representations and warranties of the Company contained specifically set forth herein and (ii) the information disclosed contained in the SEC Documents, and the Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the SecuritiesShares, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Company.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i) the Company remains a clinical development stage business with limited operating history and requires substantial funds in addition to the proceeds from the sale of the Securities, ; (ii) an investment in the Company is speculative, and only Purchasers who a purchaser that can afford the loss of their its entire investment should consider investing in the Company and the Securities, ; (iii) the Purchaser may not be able to liquidate its investment, ; (iv) transferability of the Securities is extremely limited, ; (v) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment, ; and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents; (b) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; and (c) The Purchaser has, in connection with the Purchaser’s decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC Documentsherein, and the Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the Securities, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Placement Agents or counsel to the Company.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i) the Company remains has a clinical stage business history of operating losses and requires substantial funds in addition to the proceeds from the sale of the Securities, ; (ii) an investment in the Company is speculative, and only Purchasers purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iii) the Purchaser may not be able to liquidate its investment, ; (iv) transferability of the Securities is extremely limited, ; (v) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment, ; and (vi) the Company has not paid any dividends on its Common Stock Ordinary Shares since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents; , the Draft Annual Report and the Disclosure Schedules. (b) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; and. (c) The Purchaser has, in connection with the Purchaser’s decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC Documents, and the Purchaser has, has with respect to all legal matters relating to this Agreement and the offer and sale of the Securities, Securities relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Placement Agent or counsel to the Company. (d) The Purchasers acknowledge that the only representations or warranties the Company is making in connection with the transaction contemplated hereby are those set forth in Article 2, as modified by the SEC Documents, the Draft Annual Report and the Disclosure Schedules. SECTION 3.6.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i) the Company remains a clinical stage business with limited operating history and requires substantial funds in addition to the proceeds from the sale of the Securities, ; (ii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iii) the Purchaser may not be able to liquidate its investment, ; (iv) transferability of the Securities is extremely limited, ; (v) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment, ; and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents; (b) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; and (c) The Purchaser has, in connection with the Purchaser’s decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC Documents, and the Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the Securities, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Company.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities Shares involves a significant degree of risk, including, without limitation, (i) the Company remains a clinical stage business and requires substantial funds in addition to the proceeds from the sale of the Securities, (ii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, Shares; (iiiii) the Purchaser may not be able to liquidate its investment, ; (iviii) transferability of the Securities Shares is extremely limited, ; (viv) in the event of a disposition of the SecuritiesShares, the Purchaser could sustain the loss of its entire investment, and ; (viv) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable futurefuture and (vi) the "Risk Factors" included in the Company's Annual Report on Form 10-K for the year ended December 31, 2006. Such risks are more fully set forth in the SEC Documents; (b) The Purchaser is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act. The Purchaser is able to bear the economic risk of holding the Securities Shares for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the SecuritiesShares; and (c) The Purchaser has, in connection with the Purchaser’s 's decision to purchase SecuritiesShares, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC Documentsherein, and the Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the SecuritiesShares, relied solely upon the advice of such Purchaser’s 's own counsel and has not relied upon or consulted any counsel to the Placement Agent or counsel to the Company.

Acknowledgement of Risk. (a) The Each Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, that (i) the Company remains is a clinical stage business with limited operating history and requires substantial funds in addition to the proceeds from the sale of the Securities, . (ii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, (iii) the Purchaser may not be able to liquidate its investment, (iv) transferability of the Securities is extremely limited, (v) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment, investment and (vi) the Company has not paid any dividends on its Company Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the Company SEC Documents;. (b) The Each Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; and. (c) The Each Purchaser has, in connection with the such Purchaser’s decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the Company SEC Documents, and the each Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the Securities, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsels to the Placement Agents or counsel to the Company. (d) Each Purchaser is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act or an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of riskrisks, including, without limitation, the following: (i) the Company remains a clinical stage business and requires substantial funds in addition to the proceeds from the sale of the Securities, (ii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iiiii) the Purchaser may not be able to liquidate its investment, ; (iviii) transferability of the Securities is extremely limited, ; and (viv) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment, and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents; (b) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; and (c) The Purchaser has, in connection with the Purchaser’s decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC Documents, including the Risk Factors in the SEC Documents, and the Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the Securities, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Placement Agent or counsel to the Company.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i) the Company remains a clinical stage business and requires substantial funds in addition to the proceeds from the sale of the Securities, (ii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iiiii) the Purchaser may not be able to liquidate its investment, ; (iviii) transferability of the Securities is extremely limited, ; (viv) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment, ; and (viv) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents; (b) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; and (c) The Purchaser has, in connection with the Purchaser’s decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC Documents, and the Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the Securities, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Placement Agent or counsel to the Company.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i) the Company remains has a clinical stage business history of operating losses and requires substantial funds in addition to the proceeds from the sale of the Securities, ; (ii) an investment in the Company is speculative, and only Purchasers purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iii) the Purchaser may not be able to liquidate its investment, ; (iv) transferability of the Securities is extremely limited, ; (v) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment, ; and (vi) the Company has not paid any dividends on its Common Stock Ordinary Shares since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents;. (b) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; and. (c) The Purchaser has, in connection with the Purchaser’s decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC Documents, and the Purchaser has, has with respect to all legal matters relating to this Agreement and the offer and sale of the Securities, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Company. (d) The Purchasers acknowledge that the only representations or warranties the Company is making in connection with the transaction contemplated hereby are those set forth in Article 2, as modified by the Annual Report.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i) the Company remains a clinical development stage business with limited operating history and requires substantial funds in addition to the proceeds from the sale of the Securities, ; (ii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iii) the Purchaser may not be able to liquidate its investment, ; (iv) transferability of the Securities is extremely limited, ; (v) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment, ; and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents; (b) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; and (c) The Purchaser has, in connection with the Purchaser’s decision to purchase the Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC Documents, and the Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the Securities, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Placement Agent or counsel to the Company.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities Shares involves a significant degree of risk, including, without limitation, (i) the Company remains a clinical stage business and requires substantial funds in addition to the proceeds from the sale of the Securities, (ii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, Shares; (iiiii) the Purchaser may not be able to liquidate its investment, ; (iviii) transferability of the Securities Shares is extremely limited, ; and (viv) in the event of a disposition of the SecuritiesShares, the Purchaser could sustain the loss of its entire investment, and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents; (b) The Purchaser is able to bear the economic risk of holding the Securities Shares for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; andShares; (c) The Purchaser has, in connection with the Purchaser’s decision to purchase SecuritiesShares, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein herein, the Investor Presentation, and the information disclosed in the SEC Documents, and the Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the SecuritiesShares, relied solely upon the advice of such Purchaser’s own counsel and and, except as explicitly provided for herein, has not relied upon or consulted any counsel to the Placement Agent or counsel to the Company; and (d) In addition to the foregoing, the Purchaser hereby acknowledges and understands that (i) the offering of the Shares pursuant hereto is not conditioned on the closing of the Minden Acquisition and that the closing of the Minden Acquisition remains subject to the satisfaction of numerous closing conditions, including without limitation, receipt of all required regulatory approvals and approval of the shareholders of Minden Bancorp, Inc.; and (ii) if the Minden Acquisition is not consummated, the Company will have broad discretion in the use of proceeds from the sale of the Shares pursuant hereto and the Company shall have no obligation to return the aggregate Purchase Price for the Shares to the Purchasers.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities Shares involves a significant degree of risk, including, without limitation, (i) the Company remains a clinical stage business and requires substantial funds in addition to the proceeds from the sale of the Securities, (ii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, Shares; (iiiii) the Purchaser may not be able to liquidate its investment, ; (iviii) transferability of the Securities Shares is extremely limited, ; and (viv) in the event of a disposition of the SecuritiesShares, the Purchaser could sustain the loss of its entire investment, and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents; (b) The Purchaser is able to bear the economic risk of holding the Securities Shares for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; andShares; (c) The Purchaser has, in connection with the Purchaser’s decision to purchase SecuritiesShares, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein herein, the Investor Presentation, and the information disclosed in the SEC Documents, and the Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the SecuritiesShares, relied solely upon the advice of such Purchaser’s own counsel and and, except as explicitly provided for herein, has not relied upon or consulted any counsel to the Placement Agent or counsel to the Company; and (d) In addition to the foregoing, the Purchaser hereby acknowledges and understands that (i) the offering of the Shares pursuant hereto is not conditioned on the closing of the Community First Acquisition and that the closing of the Community First Acquisition remains subject to the satisfaction of numerous closing conditions, including without limitation, receipt of all required regulatory approvals from the Federal Reserve and the Tennessee Department of Financial Institutions; and (ii) the Company will have broad discretion in the use of proceeds from the sale of the Shares pursuant hereto and, if the Community First Acquisition is not consummated, the Company shall have no obligation to return the aggregate Purchase Price for the Shares to the Purchasers.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i) the Company remains a clinical stage business with limited operating history and requires substantial funds in addition to the proceeds from the sale of the Securities, ; (ii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iii) the Purchaser may not be able to liquidate its investment, ; (iv) transferability of the Securities is extremely limited, ; (v) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment, ; and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents; (b) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; and (c) The Purchaser has, in connection with the Purchaser’s decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC Documents, and the Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the Securities, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the the Company.

Acknowledgement of Risk. (ai) The Purchaser Such Holder acknowledges and understands that its investment in the Securities acquisition of the Shares involves a significant degree of risk, including, without limitation, (i) the Company remains a clinical development stage business with limited operating history and requires substantial funds in addition to the proceeds from the sale of the Securities, additional funding; (ii) an investment in acquisition of the Company Company’s shares is speculative, and only Purchasers Holders who can afford the loss of their entire investment value of their consideration should consider investing in the Company and the Securities, acquiring such Shares; (iii) the Purchaser such Holder may not be able to liquidate its investment, the Shares; (iv) transferability of the Securities Shares is extremely limited, ; (v) in the event of a disposition of the SecuritiesShares, the Purchaser such Holder could sustain the loss of the entire value of its entire investment, consideration; and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents;Filings. (bii) The Purchaser Such Holder is able to bear the economic risk of holding the Securities Shares for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in acquiring the Securities; andShares. (ciii) The Purchaser Such Holder has, in connection with the Purchasersuch Holder’s decision to purchase Securitiesacquire the Shares, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC DocumentsFilings, and the Purchaser such Holder has, with respect to all matters relating to this Agreement and the offer and sale acquisition of the SecuritiesShares, relied solely upon the advice of such PurchaserHolder’s own counsel and has not relied upon or consulted any counsel to the Company. (iv) Such Holder specifically understands and acknowledges that, on the date of this Agreement, the Closing Date and the date of any Additional Closing, the Company may have in its possession non-public information that could be material to the market price of the Common Stock that it has not disclosed to such Holder. Such Holder hereby represents and warrants that, in entering into this Agreement and consummating the transactions contemplated hereby, it does not require the disclosure of such non-public information to it by the Company in order to make an investment in the Common Stock, and hereby waives all present or future claims arising out of or relating to the Company’s failure to disclose such non-public information to such Holder. Such Holder also specifically acknowledges that the Company would not enter into this Agreement or any related documents in the absence of such Holder’s representations and acknowledgments set out in this Agreement, and that this Agreement, including such representations and acknowledgments, are a fundamental inducement to the Company, and a substantial portion of the consideration provided by such Holder, in this transaction, and that the Company would not enter into this transaction but for this inducement.

Acknowledgement of Risk. (ai) The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i) the Company remains a clinical development stage business with limited operating history and requires substantial funds in addition to the proceeds from the sale of the Securities, ; (ii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iii) the Purchaser may not be able to liquidate its investment, ; (iv) transferability of the Securities is extremely limited, ; (v) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment, ; and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC DocumentsReports; (bii) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; and (ciii) The Purchaser has, in connection with the Purchaser’s decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC DocumentsReports, and the Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the SecuritiesShares, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Placement Agent or counsel to the Company.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i) the Company remains has a clinical stage business limited operating history and requires may require substantial funds in addition to the proceeds from the sale of the Securities, ; (ii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iii) the Purchaser may not be able to liquidate its investment, ; (iv) transferability of the Securities is extremely limited, ; (v) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment, ; and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents; (b) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; and (c) The Purchaser hashas been given access to Company documents, in connection with records, and other information, and has had adequate opportunity to ask questions of, and receive answers from, the PurchaserCompany’s decision officers, employees, agents, accountants and representatives concerning the Company’s business, operations, financial condition, assets, liabilities and all other matters relevant to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth its investment in the representations and warranties of the Company contained herein and the information disclosed in the SEC Documents, and the Purchaser has, with Securities. With respect to all matters relating to this Agreement and the offer and sale of the Securities, relied solely upon the advice of such Purchaser’s own counsel and Purchaser has not relied upon or consulted any the counsel to the Company.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i) the Company remains a clinical development stage business with limited operating history and requires substantial funds in addition to the proceeds from the sale of the Securities, ; (ii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iii) the Purchaser may not be able to liquidate its investment, ; (iv) transferability of the Securities is extremely limited, ; (v) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment, ; and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents; (b) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; and (c) The Purchaser has, in connection with the Purchaser’s decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed contained in the SEC Documents, and the Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the Securities, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Placement Agents or counsel to the Company.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i) the Company remains a clinical development stage business with limited operating history and requires substantial funds in addition to the proceeds from the sale of the Securities, ; (ii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iii) the Purchaser may not be able to liquidate its investment, ; (iv) transferability of the Securities is extremely limited, ; (v) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment, ; and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents; (b) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge knowledge, sophistication and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the SecuritiesSecurities and has independently evaluated the merits and risks of such investment; and (c) The Purchaser has, in connection with the Purchaser’s decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC Documents, and the Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the Securities, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Placement Agents or counsel to the Company.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities Shares involves a significant degree of risk, including, without limitation, (i) the Company remains a clinical development stage business with limited operating history and requires substantial funds in addition to the proceeds from the sale of the Securities, Shares; (ii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, Shares; (iii) the Purchaser may not be able to liquidate its investment, ; (iv) transferability of the Securities Shares is extremely limited, ; (v) in the event of a disposition of the SecuritiesShares, the Purchaser could sustain the loss of its entire investment, ; and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents; (b) The Purchaser is able to bear the economic risk of holding the Securities Shares for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the SecuritiesShares; and (c) The Purchaser has, in connection with the Purchaser’s decision to purchase Securitiesthe Shares, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC Documents, and the Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the SecuritiesShares, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Placement Agents or counsel to the Company.

Acknowledgement of Risk. (a) The Purchaser Lender acknowledges and understands that its investment in the Securities Notes involves a significant degree of risk, including, without limitation, that (i) the Company remains is a clinical stage business with limited operating history and requires substantial funds in addition to the proceeds from the sale of the SecuritiesNotes, (ii) an investment in the Company is speculative, and only Purchasers Lenders who can afford the loss of their entire investment should consider investing in the Company and the SecuritiesNotes, (iii) the Purchaser Lender may not be able to liquidate its investment, (iv) transferability of the Securities Notes is extremely limited, (v) in the event of a disposition of the SecuritiesNotes, the Purchaser Lender could sustain the loss of its entire investment, investment and (vi) the Company has not paid any dividends on its Company Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the Company SEC Documents;. (b) The Purchaser Lender is able to bear the economic risk of holding the Securities Notes for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; andNotes. (c) The Purchaser Lender has, in connection with the PurchaserLender’s decision to purchase SecuritiesNotes, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the Company SEC Documents, and the Purchaser Lender has, with respect to all matters relating to this Agreement and the offer and sale of the SecuritiesNotes, relied solely upon the advice of such Purchaserthe Lender’s own counsel and has not relied upon or consulted any counsel to the Company. (d) The Lender is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act or an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities Shares involves a significant degree of risk, including, without limitation, (i) the Company remains a clinical stage business and requires substantial funds in addition to the proceeds from the sale of the Securities, (ii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, Shares; (iiiii) the Purchaser may not be able to liquidate its investment, ; (iviii) transferability of the Securities Shares is extremely limited, ; and (viv) in the event of a disposition of the SecuritiesShares, the Purchaser could sustain the loss of its entire investment, and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents; (b) The Purchaser is able to bear the economic risk of holding the Securities Shares for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; andShares; (c) The Purchaser has, in connection with the Purchaser’s decision to purchase SecuritiesShares, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein herein, the Investor Presentation, and the information disclosed in the SEC Documents, and the Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the SecuritiesShares, relied solely upon the advice of such Purchaser’s own counsel and and, except as explicitly provided for herein, has not relied upon or consulted any counsel to the Placement Agents or counsel to the Company; and (d) In addition to the foregoing, the Purchaser hereby acknowledges and understands that (i) the offering of the Shares pursuant hereto is not conditioned on the closing of the Xxxxxxx Xxxxx Acquisition and that the closing of the Xxxxxxx Xxxxx Acquisition remains subject to the satisfaction of numerous closing conditions, including without limitation, receipt of all required regulatory approvals from the Federal Reserve, FDIC and the Tennessee Department of Financial Institutions; and (ii) if the Xxxxxxx Xxxxx Acquisition is not consummated, the Company will have broad discretion in the use of proceeds from the sale of the Shares pursuant hereto and the Company shall have no obligation to return the aggregate Purchase Price for the Shares to the Purchasers.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i) the Company remains a clinical stage business and requires substantial funds in addition to the proceeds from the sale of the Securities, (ii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iiiii) the Purchaser may not be able to liquidate its investment, ; (iviii) transferability of the Securities is extremely limited, ; (viv) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment, ; and (viv) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents; (b) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; and (c) The Purchaser has, in connection with the Purchaser’s decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC Documents, and the Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the Securities, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Placement Agents or counsel to the Company.

Acknowledgement of Risk. (ai) The Purchaser Such Holder acknowledges and understands that its investment in the Securities acquisition of the Shares involves a significant degree of risk, including, without limitation, (i) the Company remains a clinical development stage business with limited operating history and requires substantial funds in addition to the proceeds from the sale of the Securities, additional funding; (ii) an investment in acquisition of the Company Company’s shares is speculative, and only Purchasers Holders who can afford the loss of their entire investment value of their consideration should consider investing in the Company and the Securities, acquiring such Shares; (iii) the Purchaser such Holder may not be able to liquidate its investment, the Shares; (iv) transferability of the Securities Shares is extremely limited, ; (v) in the event of a disposition of the SecuritiesShares, the Purchaser such Holder could sustain the loss of the entire value of its entire investment, consideration; and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents;Filings. (bii) The Purchaser Such Holder is able to bear the economic risk of holding the Securities Shares for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in acquiring the Securities; andShares. (ciii) The Purchaser Such Holder has, in connection with the Purchasersuch Holder’s decision to purchase Securitiesacquire the Shares, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC DocumentsFilings, and the Purchaser such Holder has, with respect to all matters relating to this Agreement Amendment and the offer and sale acquisition of the SecuritiesShares, relied solely upon the advice of such PurchaserHolder’s own counsel and has not relied upon or consulted any counsel to the Company. (iv) Such Holder specifically understands and acknowledges that, on the date of this Amendment, the Initial Closing Date and the Additional Closing Date, the Company may have in its possession non-public information that could be material to the market price of the Common Stock that it has not disclosed to such Holder. Such Holder hereby represents and warrants that, in entering into this Amendment and consummating the transactions contemplated hereby, it does not require the disclosure of such non-public information to it by the Company in order to make an investment in the Common Stock, and hereby waives all present or future claims arising out of or relating to the Company’s failure to disclose such non-public information to such Holder. Such Holder also specifically acknowledges that the Company would not enter into this Amendment or any related documents in the absence of such Holder’s representations and acknowledgments set out in this Amendment, and that this Amendment, including such representations and acknowledgments, are a fundamental inducement to the Company, and a substantial portion of the consideration provided by such Holder, in this transaction, and that the Company would not enter into this transaction but for this inducement.

Acknowledgement of Risk. (ai) The Purchaser Payee acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i1) the Company remains has a clinical stage business history of operating loses and significant liquidity constraints and requires substantial funds in addition to the proceeds from the sale of the Securities, ; (ii2) an investment in the Company is speculative, and only Purchasers Persons who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iii3) the Purchaser market for the Company’s securities is limited and Payee may not be able to liquidate its investment, ; (iv4) transferability of the Securities is extremely limited, ; (v5) in the event of a disposition of the Securities, the Purchaser Payee could sustain the loss of its entire investment, and ; (vi6) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future; or (7) there can be no guarantee that Payee will receive as a return on the investment in the Securities the Conversion Amount. Such risks are more fully set forth in the SEC Documents; (b) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the SecuritiesReports; and (cii) The Purchaser Payee has, in connection with the PurchaserPayee’s decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC DocumentsReports, and the Purchaser Payee has, with respect to all matters relating to this Agreement and the offer and sale of the Securities, relied solely upon the advice of such PurchaserPayee’s own counsel and has not relied upon or consulted any counsel to the Company.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i) the Company remains a clinical development stage business with limited operating history and requires substantial funds in addition to the proceeds from the sale of the Securities, ; (ii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iii) the Purchaser may not be able to liquidate its investment, ; (iv) transferability of the Securities is extremely limited, ; (v) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment, ; and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents; (b) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; and (c) The Purchaser has, in connection with the Purchaser’s decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC Documentsherein, and the Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the Securities, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Placement Agents or counsel to the Company.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i) the Company remains has a clinical stage business limited operating history and requires may require substantial funds in addition to the proceeds from the sale of the Securities, ; (ii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iii) the Purchaser may not be able to liquidate its investment, ; (iv) transferability of the Securities is extremely limited, ; (v) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment, ; and (vi) the Company has not paid any dividends on its Common Stock Ordinary Shares since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents; (b) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; and (c) The Purchaser has, in connection with the Purchaser’s decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC Documents, and the Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the Securities, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Placement Agents or counsel to the Company.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i) the Company remains has a clinical stage business limited operating history and requires may require substantial funds in addition to the proceeds from the sale of the Securities, ; (ii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iii) the Purchaser may not be able to liquidate its investment, ; (iv) transferability of the Securities is extremely limited, ; (v) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment, ; and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents; (b) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; and (c) The Purchaser hashas been given access to Company documents, in connection with records, and other information, and has had adequate opportunity to ask questions of, and receive answers from, the PurchaserCompany’s decision officers, employees, agents, accountants and representatives concerning the Company’s business, operations, financial condition, assets, liabilities and all other matters relevant to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth its investment in the representations and warranties of the Company contained herein and the information disclosed in the SEC Documents, and the Purchaser has, with Securities. With respect to all matters relating to this Agreement and the offer and sale of the Securities, relied solely upon the advice of such Purchaser’s own counsel and Purchaser has not relied upon or consulted any counsel to the Placement Agent or counsel to the Company.

Acknowledgement of Risk. (a) The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i) the Company remains has a clinical stage business history of operating losses and requires substantial funds in addition to the proceeds from the sale of the Securities, ; (ii) an investment in the Company is speculative, and only Purchasers purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities, ; (iii) the Purchaser may not be able to liquidate its investment, ; (iv) transferability of the Securities is extremely limited, ; (v) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment, ; and (vi) the Company has not paid any dividends on its Common Stock Ordinary Shares since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents;Documents and Disclosure Schedules; 6 (b) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities; and (c) The Purchaser has, in connection with the Purchaser’s decision to purchase Securities, not relied upon any representations or other information (whether oral or written) other than as set forth in the representations and warranties of the Company contained herein and the information disclosed in the SEC DocumentsDocuments and Disclosure Schedules, and the Purchaser has, with respect to all matters relating to this Agreement and the offer and sale of the Securities, relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Company.