Common use of ACKNOWLEDGEMENTS OF THE PARTIES Clause in Contracts

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless prior thereto the Investorshall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEOName: Title: Member By: Name: Title:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Sxxxxxx Xxxxx J. Xxxx Xxxxx, Name: Sxxxxxx Xxxxx Title: Member By: /s/ Rxxxxx Xxxxxx Name: Rxxxxx Xxxxxx Title: CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's common stock at any time during this Agreementa Pricing Period; (iiB) the Company shall, by 8:30 a.m. Boston Time on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. DUTCHESS OPPORTUNITY FUND, II, LP, By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP OMEGA COMMERCIAL FINANCE CORP. By: /s/ Xxx S, Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx XxxxxIV Xxx S, CEOXxxxxxxx, IV (Principal Executive Officer) EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet Date:_____________ RE: Put Notice Number _________ Dear Xx. Xxxxxxxx: This is to inform you that as of today, OMEGA COMMERCIAL FINANCE CORPORATION. an Wyoming corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $___________________. The Pricing Period runs from _________________until _________________. The Suspension Price is $____________________. The current number of shares issued and outstanding as of the Company are: ___________________ The number of shares currently available for resale pursuant to the Registration Statement on Form S-1 for the Equity Line are:___________________. Regards, OMEGA COMMERCIAL FINANCE CORPORATION. By: Name: Title: Date:________________ RE: OMEGA COMMERCIAL FINANCE CORPORATION. Dear ________________: Pursuant to the Put given by OMEGA COMMERCIAL FINANCE CORPORATION. to Dutchess Opportunity Fund, II, LP on ____________________ 20__, we are now submitting the amount of common shares for you to issue to Dutchess. Please deliver __________ shares without restrictive legend via book entry to Dutchess Opportunity Fund, II, LP immediately and send via DWAC to the following account: XXXXXX Once these shares are received by us, we will have the funds wired to the Company. Regards, Xxxxxxx X. Xxxxxxxx

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. ByBy:/s/ Gxxxx Xxxxx Name: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director Gxxxx Xxxxx Title: Managing Partner By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEODxxxxx XxXxxx Name: Dxxxxx XxXxxx Title: Chief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Name: Title: Member By: Name: Zxxx Xxxx Xxxxx J. Xxxx Xxxxx, CEOTitle: CEO and Chairman

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxxxx Name: Xxxx Xxxxx, CEOXxxxxx Title: Member By: /s/ Xxxxxx X’Xxxxx Name: Xxxxxx X’Xxxxx Title: Chief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's ’s common stock at any time during this Agreementa Pricing Period; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiB) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivC) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iA) through and (iiiB) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. XxxxxxxxXxxxxxxx Managing Member of: Dutchess Capital Management, Director By:/s/ J. II, LLC General Partner to: Dutchess Opportunity Fund, II, LP ADVANCED LIFE SCIENCES HOLDINGS, INC. By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx, Ph.D. Chairman of the Board and Chief Executive Officer By: /s/ Xxxx Xxxxx J. X. Xxxxxx Xxxx Xxxxx, CEOX. Xxxxxx President and Chief Financial Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on or before the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. XxxxxxxxXxxxxxxx Managing Member of: Dutchess Capital Management, Director By:/s/ J. II, LLC; General Partner to: Dutchess Opportunity Fund, II, XX By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx Chief Executive Officer and President By: /s/ Xxxxx X. Xxxx Xxxxx J. X. Xxxx Xxxxx, CEOChief Financial Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Sxxxxxx Xxxxx Name: Sxxxxxx Xxxxx Title: Member By: /s/ Axx Xxxx Xxxxx J. Name: Axx Xxxx Xxxxx, CEOTitle: President

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ________________________________ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. XxxxxxxxManaging Member of: Dutchess Capital Management, Director By:/s/ J. Xxxx II, LLC General Partner to: Dutchess Opportunity Fund, II, LP By: _______________________________ Xxxxx J. Xxxx XxxxxXxxxxxxxx , CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock Common Stock at any time during this Agreementthe Open Period; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file shall comply with its obligations under Section 5.8 in a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documentstimely manner; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. KVM CAPITAL PARTNERS LLC By: /s/ Xxxxxxx X. Xxxx Xxxxxxxx Xxxxxxx X. XxxxxxxxName: Xxxx Xxxxxxxx Title: LONE STAR GOLD, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEOINC. By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Chief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Sxxxxxx Xxxxx J. Xxxx Name: Sxxxxxx Xxxxx By: /s/ Dxxxx Xxxxx Name: Dxxxx Xxxxx, CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line At-the-Market Financing Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxx Xxxxxxx X. Xxxxxxxx Name: Xxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Title: Senior Managing Member By: /s/ Xxxxx J. Xxxx Xxxxx, CEOXxxxx Name: Xxxxx Xxxxx Title: President

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEOName: Title: By: Name: Title:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's ’s common stock at any time during this Agreementa Pricing Period; (iiB) the Company shall, by 8:30 a.m. Boston Time on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investoreffects Investor effects any transactions in the securities of the Company. PHI GROUP INVESTMENT AGREEMENT MARCH 2017 25 Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx Dxxxxxx X. Xxxxxxxx Xxxxxxx Dxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxxxxx Chief Executive Officer By: /s/ Hxxxx X. Fxxxxx Xxxxx J. Xxxx Xxxxx, CEOD. Fahman Chief Executive Officer PHI GROUP INVESTMENT AGREEMENT MARCH 2017 26

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Mxxx Xxxxxx Name: Mxxx Xxxxxx Title: Member By: /s/ Zxxx Xxxx Xxxxx J. Name: Zxxx Xxxx Xxxxx, CEOTitle: CEO and Chairman

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto the contrary, the The parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock or engage in other activities that could manipulate the market for the Common Stock, in violation of Rule l0b-5 promulgated under the Securities Exchange Act of 1934, at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights this Agreement as of the date first written above. The undersigned signatory hereby certifies that he it has read and understands the Investment this Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxx Xxxxxxx X. Xxxxxxxx Name: Xxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Title: President By: /s/ Xxx Xxxxx J. Xxxx Xxxxx, Name: Xxx Xxxxx Title: CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: : (iI) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; ; (iiII) the Company shall, by 8:30 a.m. Boston Eastern US Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; ; (iiiIII) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and and (ivIV) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iI) through (iiiIII) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx, Managing Director By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxx Xxxxxxx X. XxxxxxxxXxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEOPresident

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short or engage in hedging transactions with regard to, the Company's common stock ’s Common Stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction DocumentsFinancing Agreements; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page signature page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights this Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment this Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Bxx Xxxxx J. Xxxx Xxxxx, CEOName: Bxx Xxxxx Title: Chief Executive Officer By: /s/ authorized signatory Name: Title:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's common stock at any time during this Agreementa Pricing Period; (iiB) the Company shall, by 8:30 a.m. Boston Time on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ DUTCHESS OPPORTUNITY FUND, II, LP By:/s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. XxxxxxxxXxxxxxxx Managing Member of: Dutchess Capital Management, Director II, LLC General Partner to: Dutchess Opportunity Fund, II, LP MANNATECH, INCORPORATED By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEOXxxxxxx X. Xxxxxxxxxxxxx Xxxxxxx X. Xxxxxxxxxxxxx Co-CEO and CFO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: : (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; ; (ii) the Company shall, by 8:30 a.m. Boston Eastern US Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; ; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx Xxxx Xxxxxx Xxxx X. Xxxxxxxx Xxxxxxx X. XxxxxxxxXxxxxx, Managing Director By:/s/ J. By: /s/ Xxxx Xxxxx J. Xxxxxxxxx Xxxx Xxxxx, Xxxxxxxxx - CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short or pre-sell, either directly or indirectly through its affiliates, principals or advisors, the Company's common stock Common Stock at any time during this Agreementthe Open Period; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file shall comply with its obligations under Section 5.8 in a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documentstimely manner; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Managing Member By: /s/ Exxxxxx Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEOName: Exxxxxx Xxxxxxxx Title: CEO [SIGNATURE PAGE OF INVESTMENT AGREEMENT]

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the second trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. ByName: /s/ Xxxxxx Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Title: Senior Managing Member Name: Xxx Xxxx Xxxxx J. Xxxx Xxxxx, CEOTitle: President

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's common stock at any time during this Agreementa Pricing Period and the Investor will not short the Company’s securities as provided under Section 3 (c); (iiB) the Company shall, by 8:30 a.m. Boston Time on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investoreffects Investor effects any transactions in the securities of the Company. SPO MEDICAL.INVESTMENT AGREEMENT.JULY.2011 Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. XxxxxxxxXxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP By: /s/ Xxxxxx Xxxxx Xxxxxx Xxxxx, Chairman, Director By:/s/ J. Xxxx Xxxxx J. Xxxx XxxxxBy: /s/ Xxxxxxx Braunold Xxxxxxx Braunold, CEOPresident, Chief Executive Officer & Director

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxx Name: Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxxx Title: Member By: /s/ Xxxx Xxxxx J. Xxxxxx Name: Xxxx Xxxxx, CEOXxxxxx Title: President

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: _/s/ Xxxxxxx Maxx Xrober____ Name: Maxx Xxxxxx Title: _Member____________ By: /s/ Gexx X. Xxxxxxxx Xxxxxxx Xxxxxxxxxx Name: Gexx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, Xxxxxxxxxx Title: _CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ _________________________________ Xxxxxx Xxxxxxx X. Xxxxxxxx Senior Managing Member By: __________________________________ Xxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEOChief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. HALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009 Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEOHALBERD CORPORATION. INVESTMENT AGREEMENT. APRIL 2009

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Member By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxx Name: Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEOTitle: Chief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. SECTION 15 PRIOR AGREEMENTS. The parties agree that upon signing of the Equity Line Transaction Documents, the prior agreements between the parties dated January 12, 2010 shall be deemed cancelled and both parties agree to operate under this Agreement. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx Dxxxxxx X. Xxxxxxxx Xxxxxxx X. XxxxxxxxManaging Member of: Dutchess Capital Management, Director By:/s/ J. Xxxx Xxxxx J. Xxxx XxxxxII, LLC General Partner to: Dutchess Opportunity Fund, II, LP By: /s/ Sxxxx Xxxxxxxx Rxxxxxxxx Sxxxx Xxxxxxxx Rxxxxxxxx, CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short or engage in hedging transactions with regard to, the Company's common stock ’s Common Stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction DocumentsFinancing Agreements; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page signature page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights this Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment this Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Giangi Xxxxx Name: Giangi Xxxxx Title: Manager By: /s/ Xxxx Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Name: Xxxx Xxxxx J. Xxxx Xxxxx, CEOXxxxxxxx Title: Chief Executive Officer EXHIBIT A Form of Registration Rights EXHIBIT B Form of Drawdown Notice EXHIBIT C Drawdown Settlement Sheet Date:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell directly or indirectly through its affiliates, principals or advisors short or pre-sell, either directly or indirectly through its affiliates, principals or advisors, the Company's common stock Common Shares at any time during this Agreementthe Open Period; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file shall comply with its obligations under Section 5.8 in a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documentstimely manner; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. Xxxxxxxxx Alternative Credit Fund LP By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Timo Xxxxx Xxxxxxxxx Name: Title: By: /s/ Xx Xxxxx Xxxx Name: Xx Xxxxx J. Xxxx Xxxxx, Title: CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Nxxx Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Name: Nxxx Xxxxxxxx Title: Managing Member By: /s/ Mxxxxxxx Xxxxx J. Xxxx Xxxxx, CEOName: Mxxxxxxx Xxxxx Title: Chief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By /s/ Xxxxxxx Xxxxx Xxxxxxx Xxxxx Member By: /s/ Xxxxxxx X. Xxxx Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEOXxxxxxxx Chief Financial Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on or before the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx Managing Member of: Dutchess Capital Management, II, LLC; General Partner to: Dutchess Opportunity Fund, II, XX By: Xxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxxxx Chief Executive Officer and President By: Xxxxx X. Xxxx Xxxxx J. Xxxx Xxxxx, CEOChief Financial Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's common stock at any time during this Agreementa Pricing Period; (iiB) the Company shall, by 8:30 a.m. Boston Time close of market on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line CIA Transaction Documents; (iiiC) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. _____________________________ Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEOPresident By: _____________________________ Xxxxxx X. Xxxxxx President and Chief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. XxxxxxxxMxxxxxx Xxxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Member By: Bxxxx Xxxxx, CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's common stock at any time during this Agreementa Pricing Period; (iiB) the Company shall, by 8:30 a.m. Boston Time on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. XxxxxxxxXxxxxxxx Managing Member of: Dutchess Capital Management, Director By:/s/ J. Xxxx Xxxxx J. Xxxx XxxxxII, CEOLLC General Partner to: Dutchess Opportunity Fund, II, LP BIOFLAMEX CORPORATION By: /s/ Xxxxxxxx Xxxxxxxxxx Xxxxxxxx Xxxxxxxxxx Chief Executive Officer (Principal Executive Officer)

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's common stock at any time during this Agreementa Pricing Period; (iiB) the Company shall, by 8:30 a.m. Boston Time on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K 8 -K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-non - public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. XxxxxxxxXxxxxxxx Managing Member of: Dutchess Capital Management, Director By:/s/ J. II, LLC General Partner to: Dutchess Opportunity Fund, II, LP By: /s/ Xxxx X. Xxxxx J. Xxxx Xxxxx, CEOX. Xxxxx President and Chief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx XxxxxBy: /s/ Xxxxxxx Long_ Xxxxxxx Xxxx, CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's ’s common stock short at any time during this Agreementa Pricing Period; (iiB) the Company shall, by 8:30 a.m. Boston Time on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx Dxxxxxx X. Xxxxxxxx Xxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP By: Txx Xxxxxx Chairman of the Board and Chief Executive Officer By: Rxxxxx X. XxxxxxxxXxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEOXx. Chief Operating Officer and Chief Financial Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during the term of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Mxxx Xxxxxx Name: Mxxx Xxxxxx Title: Managing Member By: /s/ Rxxxxx Xxxxxxx X. Xxxxxxxx Name: Rxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEOTitle: Court-appointed Receiver in #A-18-784952-C Acting under appointed and statutory authority

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Nxxx Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Name: Nxxx Xxxxxxxx Title: Managing Member By: /s/ Rxxxxxx Xxxxx J. Xxxx Xxxxx, CEOName: Rxxxxxx Xxxxx Title: Chief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ By:/s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxxxxx Xxxx Xxxxx J. Xxxx XxxxxXxxxxxx Xxxx, CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxxxx Name: Xxxx Xxxxx, Xxxxxx Title: Member By: /s/ Xxxx XxXxxxx Name: Xxxx XxXxxxx Title: CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEO_________________________________ Name: ____________ Title: _____________ By: __________________________________ Name: ____________ Title: ____________

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short or engage in hedging transactions with regard to, the Company's common stock ’s Common Stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction DocumentsFinancing Agreements; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page signature page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights this Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment this Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. Balance Labs, Inc. By: /s/ Xxxxxxx Mixxxxx X. Xxxxxxxx Xxxxxxx Xxxxxx Name: Mixxxxx X. XxxxxxxxXxxxxx Title: CEO NEWEL TRADING GROUP, Director By:/s/ J. Xxxx Xxxxx J. Xxxx XxxxxLLC By: /s/ Newel Trading Group, CEOLLC Name: Title:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx Name: Xxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Title: Managing Member By: Name: Xxxx Xxxxx J. Xxxx Xxxxx, CEOTitle: Chief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. GHS INVESTMENTS, LLC By: /s/ Xxxxxxx Hajee__________________________ Name: Xxxxxxx Xxxxx Title: Member IIOT-OXYS, INC. By: /s/ Xxxxxxxx X. Emmons_____________________ Name: Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, Xxxxxx Title: CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short or hedge the Company's ’s common stock at any time during this Agreementthe Open Period; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights this Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment this Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEOName: Title: By: Name: Title:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Mxxx Xxxxxx Name: Mxxx Xxxxxx Title: Member By: /s/ Rxxxxxx Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, Name: Rxxxxxx Xxxxxxxx Title: CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEO_________________________________ Name: ____________ Title: _____________ By: __________________________________ Name: Gxxxxx Xxxxxxxxxx Title: President

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's ’s common stock at any time during this Agreementa Pricing Period; (iiB) the Company shall, by 8:30 a.m. Boston Time on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx Dxxxxxx X. Xxxxxxxx CEO Azure Capital By: Axxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEOChief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx :____________________________ Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx By:__________________________________ Xxxxxx Xxxxx, CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto the contrary, the The parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock or engage in other activities that could manipulate the market for the Common Stock, in violation of Rule l0b-5 promulgated under the Securities Exchange Act of 1934, at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights this Agreement as of the date first written above. The undersigned signatory hereby certifies that he it has read and understands the Investment this Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxx Xxxxxxx X. Xxxxxxxx Name: Xxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Title: President By: /s/Xxxxx J. Xxxx Xxxxx, X Xxxxx Name: Xxx Xxxxx Title: CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's common stock at any time during this Agreementa Pricing Period; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiB) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivC) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiB) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx TXXXXXXX X. Xxxxxxxx Xxxxxxx X. XxxxxxxxXXXXX Txxxxxxx X Xxxxx Managing Member By: /s/ ION G. XXXXXXXXXX Ion G. Xxxxxxxxxx Chairman of the Board, Director By:/s/ J. Xxxx Xxxxx J. Xxxx XxxxxChief Executive Officer and President By: /s/ AXXXXXXXXX XXXXXXX Axxxxxxxxx Xxxxxxx, CEOChief Financial Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Member By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, Xxxxxxxx Title: CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Name: Title: By: /s/ Name: Xxxx Xxxxx J. Xxxx Xxxxx, CEOTitle: Chief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. September 15, 2014 KVM CAPITAL PARTNERS By: /s/Nxxx Xxxxxxxx Name: Nxxx Xxxxxxxx Title: REVOLUTIONS MEDICAL CORPORATION By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Rxxxxxx Xxxxx J. Xxxx Xxxxx, CEOName: Rxxxxxx Xxxxx Title: Chief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Member By: /s/ X. Xxxxxxxx Xxxxxxx Xxxxx Xxxxxxxxxx Name: X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, Xxxxxxxxxx Title: CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. XxxxxxxxJxxxx Xxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Manager By: Bxxxx Xxxxx, CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx Dxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx XxxxxDxxxx Xxxxxx, CEOPresident

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock Common Stock at any time during this Agreementthe Open Period; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file shall comply with its obligations under Section 5.8 in a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documentstimely manner; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your The parties’ signature on this Signature Page signature page evidences your their agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights this Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement parties herein are true and accurate, and agrees to be bound by its terms. TERRA FIRST ENTERPRISES INC. By: /s/ Xxxxxxx Xxxxxx X. Cloud Xxxxxx X. Cloud Chief Executive Officer RAINBOW CORAL CORP. By: /s/ Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEOXxxxxx Xxxxxxxx Xxxxxx President

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Grober____________________ Name: Xxxx Xxxxx, Xxxxxx Title: Member By: /s/ Xxxxxx O’Leary__________________ Name: Xxxxxx X’Xxxxx Title: CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not no sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx :____________________________ Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx By:__________________________________ Xxxxx J. Xxxx XxxxxXxxxxxx, CEOChief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: : (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; Agreement and the Investor will comply with the provisions of Section 9 of the 1934 Act, and the rules promulgated thereunder, with respect to transactions involving the Common Stock during the term of this Agreement ; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day within four (4) Trading Days following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; ; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxx Xxxx Xxx Xxxx Title: Chief Executive Officer and Chairman By: /s/ Xxxxx J. Xxxx Xxxxx, CEOXxx Xxxxx Xxx EXHIBIT A Put Notice EXHIBIT B Put Settlement Sheet Date:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights this Equity Financing Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: ____/s/ Xxxx Xxxxxx ____________________ Name: Xxxx Xxxxxx Title: Member By: ____/s/ Xxxxxxx X. Xxxxxxxx Xxxxxx ___________________ Name: Xxxxxxx X. XxxxxxxxXxxxxx Title: Chief Operating Officer, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEO& Treasurer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iI) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this AgreementAgreement and will comply with all applicable laws, regulations and rules; (iiII) the Company shall, by 8:30 a.m. Boston Eastern Time on the trading fourth business day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiIII) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivIV) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iI) through (iiiIII) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on IN WITNESS WHEREOF, the parties hereto have caused this Signature Page evidences your agreement Investment Agreement to be bound duly executed by the terms and conditions of the Investment Agreement and the Registration Rights Agreement their respective authorized signatories as of the date first written indicated above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms/s/ Xxxxxxx. By: /s/ H. Leighton_______ Xxxxxxx X. Xxxxxxxx Xxxxxxx Managing Member of: Dutchess Capital Management, LLC General Partner to: Dutchess Equity Fund, LP /s/ Xxxxxx X. XxxxxxxxLorsch___ Xxxxxx X. Xxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx XxxxxChairman, President & CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx Hajee____________________________ Name: Xxxxxxx Xxxxx Title: Member By: /s/ Xxxxxxxx X. Emmons_______________________ Name: Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, Xxxxxx Title: CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's common stock at any time during this Agreementa Pricing Period; (iiB) the Company shall, by 8:30 a.m. Boston Time on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP By: Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEOPresident and Chief Executive Officer By: Xxxxxx Xxxxxxx Chief Financial Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEOName: Title: Member By: Name: ________________ Title: ________________

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the second trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Managing Member By: /s/ Xxxxxx Xxxxxxx X. Xxxxxxxx Name: Xxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEOTitle: Chief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's common stock at any time during this Agreementa Pricing Period; (iiB) the Company shall, by 8:30 a.m. Boston Time on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx Dxxxxxx X. Xxxxxxxx Xxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP By: /s/ Rxxxxx X. XxxxxxxxXxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEOXx. Chief Operating Officer and Chief Financial Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's common stock at any time during this Agreementa Pricing Period; (iiB) the Company shall, by 8:30 a.m. Boston Time on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEO.

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on or before the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. XxxxxxxxXxxxxxxx Managing Member of: Dutchess Capital Management, Director By:/s/ J. Xxxx Xxxxx J. Xxxx XxxxxII, CEOLLC General Partner to: Dutchess Opportunity Fund, II, LP By: /s/ Massimiliano Pozzoni Massimiliano Pozzoni, Chief Executive Officer & President

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: : (iA) the Investormakes The Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; ; (iiB) the The Company shall, by 8:30 a.m. Boston Eastern US Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; ; (iiiC) the The Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and and (ivD) the The Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEO.

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-non- public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxxxx Name: Xxxx Xxxxx, CEOXxxxxx Title: Member By: /s/ Xxxxxx X’Xxxxx Name: Xxxxxx X’Xxxxx Title: Chief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto the contrary, the The parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock or engage in other activities that could manipulate the market for the Common Stock, in violation of Rule l0b-5 promulgated under the Securities Exchange Act of 1934, at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights this Agreement as of the date first written above. The undersigned signatory hereby certifies that he it has read and understands the Investment this Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxx Name: Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxxx Title: Member By: /s/ Xxxx Xxxxx J. Xxxxxxx Name: Xxxx Xxxxx, CEOXxxxxxx Title: CFO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock Common Stock at any time during this Agreementthe Open Period; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file shall comply with its obligations under Section 5.8 in a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documentstimely manner; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. Crane Creek, Inc. By: _/s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, Jenni Rexxxxx Xtephenson____ Jenni Rexxxxx Xxxxxxxxxx Xresident Lode-Star Mining Inc. By: _/s/ Maxx Xalmesley_____________ Maxx Xxxxxxxxx Xresident and CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's common stock at any time during this Agreementa Pricing Period; (iiB) the Company shall, by 8:30 a.m. Boston Time on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investoreffects Investor effects any transactions in the securities of the Company. STMP.INVESTMENT AGREEMENT.MAY.2013 Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. XxxxxxxxManaging Member of: Dutchess Capital Management, Director By:/s/ J. Xxxx Xxxxx J. Xxxx XxxxxII, CEOLLC General Partner to: Dutchess Opportunity Fund, II, LP SMTP, INC. By: Xxxxxx Xxxxxx, Chair of the Board of Directors SMTP.INVESTMENT AGREEMENT.MAY.2013

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's common stock at any time during this Agreementa Pricing Period; (iiB) the Company shall, by 8:30 a.m. Boston Time on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx Dxxxxxx X. Xxxxxxxx Xxxxxxx Dxxxxxx X. XxxxxxxxXxxxxxxx Managing Member of: Dutchess Capital Management, Director By:/s/ J. Xxxx II, LLC General Partner to: Dutchess Opportunity Fund, II, LP By: /s/ Rxxx Xxxxx J. Xxxx Xxxxx, CEORxxx Xxxxx Chief Financial Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short or engage in hedging transactions with regard to, the Company's common stock ’s Common Stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction DocumentsFinancing Agreements; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page signature page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights this Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment this Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Member By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEOName: Xxxxxxx Xxxxxxx Title: CEO [SIGNATURE PAGE OF INVESTMENT AGREEMENT]

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's ’s common stock at any time during this Agreementa Pricing Period; (iiB) the Company shall, by 8:30 a.m. Boston Time on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investoreffects Investor effects any transactions in the securities of the Company. AZURE.PHIL.INVESTMENT.AGREEMENT.AUGUST.2017 Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx Dxxxxxx X. Xxxxxxxx Xxxxxxx Dxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxxxxx Chief Executive Officer Azure Capital By: /s/ Hxxxx X. Fxxxxx Xxxxx J. Xxxx Xxxxx, CEOD. Fahman Chief Executive Officer AZURE.PHIL.INVESTMENT.AGREEMENT.AUGUST.2017

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's common stock at any time during this Agreementa Pricing Period; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiB) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivC) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiB) above if the Investoreffects Investor effects any transactions in the securities of the Company. FREE.INVESTMENT AGREEMENT.OCTOBER.2012 24 Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. XxxxxxxxXxxxxxxx Managing Member of: Dutchess Capital Management, Director By:/s/ J. Xxxx Xxxxx J. Xxxx XxxxxII, CEOLLC General Partner to: Dutchess Opportunity Fund, II, LP FreeSeas, Inc. By: /s/ Ion X. Xxxxxxxxxx Ion X. Xxxxxxxxxx Chairman of the Board, Chief Executive Officer and President By: /s/ Xxxxxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx, Chief Financial Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's common stock at any time during this Agreementa Pricing Period; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiB) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivC) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiB) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx DOXXXXX X. XXXXXXXX Doxxxxx X. Xxxxxxxx Xxxxxxx X. XxxxxxxxManaging Member of: Dutchess Capital Management, Director By:/s/ J. Xxxx Xxxxx J. Xxxx XxxxxII, CEOLLC General Partner to: Dutchess Opportunity Fund II, LP FreeSeas, Inc. By: /s/ ALXXXXXXXX XXXXXXX Alxxxxxxxx Xxxxxxx, Chief Financial Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxxxx Name: Xxxx Xxxxx, Xxxxxx Title: Member By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties Parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short or pre-sell, either directly or indirectly through its affiliates, principals or advisors, the Company's common stock Common Stock at any time during this Agreementthe Open Period; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file shall comply with its obligations under Section 5.8 in a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documentstimely manner; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Managing Member By: /s/ Exxxx Xx Name: Exxxx Xx Title: Chairman and CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock Common Stock at any time during this Agreementthe Open Period; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file shall comply with its obligations under Section 5.8 in a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documentstimely manner; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. Crane Creek, Inc. By: _/s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, Jenni Rxxxxxx Xxxxxxxxxx Jxxxx Rxxxxxx Xxxxxxxxxx President Lode-Star Mining Inc. By: _/s/ Mxxx Xxxxxxxxx Mxxx Xxxxxxxxx President and CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEOName: Title: By: Name: Title:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day second Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEO_________________________________ Name: Title: Member By: __________________________________ Name: Gxxxxx Xxxxxxxxxx Title: President

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's common stock at any time during this Agreementa Pricing Period; (iiB) the Company shall, by 8:30 a.m. Boston Time on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. XxxxxxxxXxxxxxxx Managing Member of: Dutchess Capital Management, Director By:/s/ J. Xxxx Xxxxx J. Xxxx XxxxxII, CEOLLC General Partner to: Dutchess Opportunity Fund, II, LP By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Chief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: : (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's ’s common stock at any time during this Agreement; ; (ii) the Company shall, by 8:30 a.m. Boston Eastern US Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; ; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. {00006735 } Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx XXXX X. Xxxxxxxx Xxxxxxx XXXXXX Xxxx X. XxxxxxxxXxxxxx, Managing Director By:/s/ J. Xxxx Xxxxx J. By: XXXX XXXXX Xxxx Xxxxx, CEOChief Executive Officer {00006735 }

ACKNOWLEDGEMENTS OF THE PARTIES. (A) Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: : (iI) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement and the Investor will comply with the provisions of Section 9 of the 1934 Act, and the rules promulgated thereunder, with respect to transactions involving the Common Stock during the term of this Agreement; ; (iiII) the Company shall, by 8:30 a.m. Boston Time on the trading day following or before the date hereofwhich is four (4) Trading Days after the Execution Date, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in by the other Equity Line Transaction Documents; ; (iiiIII) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and and (ivIV) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEO.

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short short, or engage in hedging transaction with regard to, the Company's ’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the second trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxx Xxxxx J. Xxxx Xxxxx, CEOName: Xxx Xxxxx Title: Managing Member By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Chief Executive Officer and President None

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short or pre-sell, either directly or indirectly through its affiliates, principals or advisors, the Company's common stock Common Stock at any time during this Agreementthe Open Period; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file shall comply with its obligations under Section 5.8 in a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documentstimely manner; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Member By: /s/ Xxxxxx X. Xxxxxxxx Xxxxxxx Name: Xxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEOXxxxxxxx Title: Chief Executive Officer [SIGNATURE PAGE OF INVESTMENT AGREEMENT]

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Sxxxxxx Xxxxx J. Xxxx Xxxxx, Name: Sxxxxxx Xxxxx Title: Member By: /s/ Bxxxx Xxxxxx Name: Bxxxx Xxxxxx Title: CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on or before the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ________________________________ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. XxxxxxxxManaging Member of: Dutchess Capital Management, Director By:/s/ J. Xxxx II, LLC; General Partner to: Dutchess Opportunity Fund, II, LP By: ________________________________ Xxxxx J. Xxxx Xxxxx, CEOXxxxxxxx Chief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (iA) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short any of the Company's common stock at any time during this Agreementa Pricing Period; (iiB) the Company shall, by 8:30 a.m. Boston Time on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iiiC) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (ivD) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (iA) through (iiiC) above if the Investoreffects Investor effects any transactions in the securities of the Company. BLUU.INVESTMENT AGREEMENT.SEPTEMBER.2013 Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx Dxxxxxx X. Xxxxxxxx Xxxxxxx X. XxxxxxxxManaging Member of: Dutchess Capital Management, Director By:/s/ J. Xxxx Xxxxx J. Xxxx XxxxxII, CEOLLC General Partner to: Dutchess Opportunity Fund, II, LP By:

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time EST on the trading day fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless Investor unless prior thereto the Investorshall Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Member By: /s/ Xxxx Xxxxxxx X. Xxxxxxxx Name: Xxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEOTitle: President