Common use of Acquisition for Investment Clause in Contracts

Acquisition for Investment. Such Purchaser is purchasing the Securities solely for its own account for the purpose of investment and not with a view to or for sale in connection with distribution. Such Purchaser does not have a present intention to sell any of the Securities, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of any of the Securities to or through any person or entity; provided, however, that by making the representations herein, such Purchaser does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with the terms and provisions of the Transaction Documents and Federal and state securities laws applicable to such disposition. Such Purchaser acknowledges that (i) it has such knowledge and experience in financial and business matters such that Purchaser is capable of evaluating the merits and risks of Purchaser's investment in the Company, (ii) it is able to bear the financial risks associated with an investment in the Securities, (iii) it has been given full access to such records of the Company and the Subsidiaries and to the officers of the Company and the Subsidiaries as it has deemed necessary or appropriate to conduct its due diligence investigation, (iv) it has reviewed or received copies of the Commission Documents, (v) it and has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities, (vi) except for this Agreement and the transactions contemplated hereby, neither the Company nor its employees have disclosed to such Purchaser any material non-public information that, according to applicable law, rule or regulation, should have been disclosed publicly by the Company prior to the date hereof but which has not been so disclosed, and (vii) it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result of this investment or the transactions contemplated by this Agreement. Purchaser has the financial capability to perform all of its obligations under this Agreement, including the financial capability to purchase the Securities.

Acquisition for Investment. Such Each Purchaser is purchasing acquiring the Securities Preferred Shares and the Warrants solely for its own account for the purpose of investment and not with a view to or for sale in connection with distribution. Such Each Purchaser does not have a present intention to sell any of the SecuritiesPreferred Shares or the Warrants, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of any of the Securities Preferred Shares or the Warrants to or through any person or entity; provided, however, that by making the representations hereinherein and subject to Section 2.2(h) below, such Purchaser does not agree to hold any of the Securities Shares or the Warrants for any minimum or other specific term and reserves the right to dispose of the Securities Shares or the Warrants at any time in accordance with the terms and provisions of the Transaction Documents and Federal and state securities laws applicable to such disposition. Such Each Purchaser acknowledges that (i) it has such knowledge and experience in financial and business matters such that Purchaser is capable of evaluating the merits and risks of Purchaser's investment in the Company, (ii) it is able to bear the financial risks associated with an investment in the Securities, (iii) Preferred Shares and the Warrants and that it has been given full access to such records of the Company and the Subsidiaries subsidiaries and to the officers of the Company and the Subsidiaries subsidiaries and received such information as it has deemed necessary or appropriate to conduct its due diligence investigation, (iv) it investigation and has reviewed or received copies sufficient knowledge and experience in investing in companies similar to the Company in terms of the Commission Documents, (v) it Company’s stage of development so as to be able to evaluate the risks and has sought such accounting, legal and tax advice merits of its investment in the Company. Status of Purchasers. Such Purchaser is an "accredited investor" as it has considered necessary defined in Regulation D promulgated under the Securities Act. Such Purchaser is not required to make an informed investment decision with respect to its acquisition be registered as a broker-dealer under Section 15 of the SecuritiesExchange Act and such Purchaser is not a broker-dealer. Opportunities for Additional Information. Each Purchaser acknowledges that such Purchaser has had the opportunity to ask questions of and receive answers from, (vi) except for this Agreement or obtain additional information from, the executive officers of the Company concerning the financial and other affairs of the Company, and to the extent deemed necessary in light of such Purchaser’s personal knowledge of the Company’s affairs, such Purchaser has asked such questions and received answers to the full satisfaction of such Purchaser, and such Purchaser desires to invest in the Company. No General Solicitation. Each Purchaser acknowledges that the Preferred Shares and the transactions contemplated hereby, neither the Company nor its employees have disclosed Warrants were not offered to such Purchaser by means of any material non-form of general or public information thatsolicitation or general advertising, according or publicly disseminated advertisements or sales literature, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio, or (ii) any seminar or meeting to applicable lawwhich such Purchaser was invited by any of the foregoing means of communications. Rule 144. Such Purchaser understands that the Shares must be held indefinitely unless such Shares are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser is familiar with Rule 144 of the rules and regulations of the Commission, rule as amended, promulgated pursuant to the Securities Act ("Rule 144"), and that such person has been advised that Rule 144 permits resales only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares without either registration under the Securities Act or regulation, should have been disclosed publicly by the existence of another exemption from such registration requirement. General. Such Purchaser understands that the Shares are being offered and sold in reliance on a transactional exemption from the registration requirement of Federal and state securities laws and the Company prior is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the date hereof but which has not been so disclosed, applicability of such exemptions and (vii) it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result suitability of this investment or such Purchaser to acquire the transactions contemplated by this Agreement. Purchaser has the financial capability to perform all of its obligations under this Agreement, including the financial capability to purchase the SecuritiesShares.

Acquisition for Investment. Such Purchaser is purchasing Xxxxxx acknowledges that the Acquired Xerox Shares and the Acquired Conduent Shares (together, the “Acquired Shares”) have not been registered under the Securities Act or any other applicable securities Laws. Xxxxxx acknowledges that he (a) is acquiring the Acquired Shares in exchange for the shares of Xerox Series A Preferred Stock pursuant to an exemption from registration under the Securities Act solely for its own account for the purpose of investment and not with a view to or for sale in connection with distribution. Such Purchaser does not have a present no intention to sell distribute the Acquired Shares to any Person, (b) will not sell, transfer, or otherwise dispose of the SecuritiesAcquired Shares, nor a present arrangement (whether except in compliance with this Agreement, the Xerox Certificate of Amendment, the Conduent Certificate of Amendment and the registration requirements or not legally binding) or intention to effect any distribution of any exemption provisions of the Securities to or through Act and any person or entity; providedother applicable securities Laws, however, that by making the representations herein, such Purchaser does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with the terms and provisions of the Transaction Documents and Federal and state securities laws applicable to such disposition. Such Purchaser acknowledges that (ic) it has such knowledge and experience in financial and business matters such and in investments of this type that Purchaser he is capable of evaluating the merits and risks of Purchaser's his investment in the CompanyAcquired Shares and of making an informed investment decision, (iid) it is able to bear an “accredited investor” (as that term is defined by Rule 501 of the financial risks associated with an investment in the Securities, Securities Act) and (iiie) it (i) has been given furnished with or has had full access to such records of all the Company and the Subsidiaries and to the officers of the Company and the Subsidiaries as it has deemed information that he considers necessary or appropriate to conduct its due diligence investigation, (iv) it has reviewed or received copies of the Commission Documents, (v) it and has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the SecuritiesAcquired Shares, (viii) except for this Agreement has had an opportunity to discuss with Xerox, Conduent and their respective Representatives the transactions contemplated hereby, neither intended business and financial affairs of Xerox and Conduent and to obtain information necessary to verify any information furnished to him or to which he had access and (iii) can bear the Company nor its employees have disclosed economic risk of (1) an investment in the Acquired Shares indefinitely and (2) a total loss in respect of such investment. Xxxxxx has such knowledge and experience in business and financial matters so as to such Purchaser any material non-public information that, according enable him to applicable law, rule or regulation, should have been disclosed publicly by understand and evaluate the Company prior to the date hereof but which has not been so disclosedrisks of, and (vii) it (form an investment decision with respect to his investment in, the Acquired Shares and not the Company) shall be responsible for its to protect his own tax liabilities that may arise as a result of this investment or the transactions contemplated by this Agreement. Purchaser has the financial capability to perform all of its obligations under this Agreement, including the financial capability to purchase the Securitiesinterest in connection with such investment.

Acquisition for Investment. Such Purchaser is purchasing the Securities solely for its own account for the purpose of investment and not with a view to or for sale in connection with distribution. Such Purchaser does not have a present intention to sell any of the Securities, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of any of the Securities to or through any person or entity; provided, however, that by making the representations herein, such Purchaser does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with the terms and provisions of the Transaction Documents and Federal and state securities laws applicable to such disposition. Such Purchaser acknowledges that (i) it has such knowledge and experience in financial and business matters such that Purchaser is capable of evaluating the merits and risks of Purchaser's ’s investment in the Company, (ii) it is able to bear the financial risks associated with an investment in the Securities, (iii) it has been given full access to such records of the Company and the Subsidiaries and to the officers of the Company and the Subsidiaries as it has deemed necessary or appropriate to conduct its due diligence investigation, (iv) it has reviewed or received copies of the Commission Documents, (v) it and has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities, (vi) except for this Agreement and the transactions contemplated hereby, neither the Company nor its employees have disclosed to such Purchaser any material non-public information that, according to applicable law, rule or regulation, should have been disclosed publicly by the Company prior to the date hereof but which has not been so disclosed, and (vii) it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result of this investment or the transactions contemplated by this Agreement. Purchaser has the financial capability to perform all of its obligations under this Agreement, including the financial capability to purchase the Securities.

Acquisition for Investment. Such (a) Purchaser is purchasing acquiring the Securities Convertible Secured Note, the Option and the Warrants, and will acquire any shares of Initial Common issued upon conversion of the Convertible Secured Note, any shares of Option Common purchased upon exercise of the Option and any shares of Common Stock purchased upon exercise of the Series 1 Warrants and Series 2 Warrants (collectively, the "SECURITIES"), solely for its Purchaser's own account for the purpose of investment and not with a view to to, or for sale resale in connection with distributionwith, any distribution thereof within the meaning of the Securities Act. Such Purchaser further represents that Purchaser does not have a any present intention of selling, offering to sell or otherwise disposing of or distributing the Securities or any of portion thereof. Purchaser acknowledges and understands that the Securities, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of any entire legal and beneficial interest of the Securities to or through Purchaser is acquiring is being purchased for, and will be held for the account of, Purchaser only and neither in whole nor in part for any person or entity; provided, however, other person. Purchaser understands that by making the representations herein, such Purchaser does not agree to hold any of the Securities for any minimum have not been registered under the Securities Act or other specific term and reserves the right to dispose of the Securities at any time in accordance with the terms and provisions of the Transaction Documents and Federal and state securities laws applicable to such disposition. Such Purchaser acknowledges that (i) it has such knowledge and experience in financial and business matters such that Purchaser is capable of evaluating reliance on specific exemptions therefrom, which exemptions depend upon, among other things, the merits and risks bona fide nature of Purchaser's investment intent as expressed herein. (b) Purchaser is an "accredited" investor as defined in Regulation D under the Securities Act. (c) Purchaser further acknowledges and understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser understands that the certificate(s) evidencing the Securities will be imprinted with a legend that prohibits the transfer of the Securities unless they are registered or such registration is not required. (d) Purchaser understands that Rule 144 promulgated under the Securities Act permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the Securities, the availability of certain current public information about the Company, (iimore than one year having elapsed between the resale and the date the security to be sold was last held by the Company or an affiliate of the Company, the sale being made through a "broker's transaction" or in transactions directly with a "market maker," and the number of shares being sold during any three-month period not exceeding specified limitations. Purchaser is further aware that Rule 144(k) it is able to bear the financial risks associated with an investment in the Securities, (iii) it has permits persons who have not been given full access to such records affiliates of the Company for at least three months and whose shares have been beneficially owned by a person other than the Subsidiaries and Company or its affiliates for at least two years after full payment for such shares to sell such shares without regard to the officers current public information, manner of the sale and volume limitations described above. (e) The Company has not, and the Subsidiaries will not, incur, directly or indirectly, as it has deemed necessary a result of any action taken by Purchaser, any liability for brokerage or appropriate to conduct its due diligence investigation, finders' fees or agents' commissions or any similar charges in connection with this Agreement. (ivf) it Purchaser has reviewed or received copies with its own tax advisers the federal, state, and local tax consequences of the Commission Documents, (v) it and has sought such accounting, legal and tax advice as it has considered necessary to make an informed this investment decision with respect to its acquisition of the Securities, (vi) except for this Agreement and the transactions contemplated hereby, neither by this Agreement and has relied solely on such advisers and not on any statements or representations of the Company nor or any of its employees have disclosed to such agents. Purchaser any material non-public information that, according to applicable law, rule or regulation, should have been disclosed publicly by the Company prior to the date hereof but which has not been so disclosed, and (vii) understands that it (and not the Company) shall be responsible for its own tax liabilities liability that may arise as a result of this investment or the transactions contemplated by this Agreement. Purchaser has the financial capability to perform all of its obligations under this Agreement, including the financial capability to purchase the Securities.

Acquisition for Investment. Such Each Purchaser is purchasing acquiring the Securities Preferred Shares and the Warrants in the ordinary course of its business and solely for its own account for the purpose of investment and not as a nominee or with a view to or for sale in connection with distribution. Such Each Purchaser does not have a present intention to sell any the Preferred Shares or the Warrants in a manner that would violate the registration requirements of the SecuritiesFederal and state securities laws, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of any of the Securities Preferred Shares or the Warrants to or through any person or entity; provided, however, that by making the representations hereinherein and subject to Section 2.2(h) below, such Purchaser does not agree to hold any of the Securities Shares or the Warrants for any minimum or other specific term and reserves the right to dispose of the Securities Shares or the Warrants at any time in accordance with the terms and provisions of the Transaction Documents and Federal and state securities laws applicable to such disposition. Such Each Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Preferred Shares or Warrants, nor will such Purchaser engage in any short sale that results in a disposition of any of the Preferred Shares or Warrants by such Purchaser, except in compliance with any applicable state and Federal securities laws. Each Purchaser acknowledges that (i) it has such knowledge and experience in financial and business matters such that Purchaser is capable of evaluating the merits and risks of Purchaser's investment in the Company, (ii) it is able to bear the financial risks associated with an investment in the Securities, (iii) Preferred Shares and the Warrants and that it has been given full access to such records of the Company and the Subsidiaries subsidiaries and to the officers of the Company and the Subsidiaries subsidiaries and has carefully reviewed and considered all such information as it has deemed necessary or appropriate to conduct its such Purchaser’s due diligence investigation, (iv) it investigation and has reviewed or received copies sufficient knowledge and experience in investing in companies similar to the Company in terms of the Commission Documents, (v) it Company’s stage of development so as to be able to evaluate the risks and has sought such accounting, legal and tax advice as it has considered necessary to make an informed merits of its investment decision with respect to its acquisition of the Securities, (vi) except for this Agreement and the transactions contemplated hereby, neither the Company nor its employees have disclosed to such Purchaser any material non-public information that, according to applicable law, rule or regulation, should have been disclosed publicly by the Company prior to the date hereof but which has not been so disclosed, and (vii) it (and not in the Company) shall be responsible for its own tax liabilities that may arise as a result of this investment or the transactions contemplated by this Agreement. Purchaser has the financial capability to perform all of its obligations under this Agreement, including the financial capability to purchase the Securities.

Acquisition for Investment. Such Purchaser is purchasing the Securities solely for its own account for the purpose of investment and not with a view to or for sale in connection with distribution. Such Purchaser does not have a present intention to sell any of the Securities, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of any of the Securities to or through any person or entity; provided, however, that by making the representations herein, such Purchaser does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with the terms and provisions of the Transaction Documents and Federal and state securities laws applicable to such disposition. Such Purchaser acknowledges that (i) it has such knowledge and experience in financial and business matters such that Purchaser is they are capable of evaluating the merits and risks of Purchaser's the investment in the CompanySecurities, (ii) it and each is able to bear the financial economic risks associated with an investment in the Securities, of such investment. Purchaser acknowledges that: (iiii) it has they have been given full access the opportunity to such records ask questions of Seller's management; and (ii) the sale of the Company and the Subsidiaries and to the officers of the Company and the Subsidiaries as it has deemed necessary or appropriate to conduct its due diligence investigation, (iv) it has reviewed or received copies of the Commission Documents, (v) it and has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities, (vi) except for this Agreement and the transactions contemplated hereby, neither the Company nor its employees have disclosed to such Purchaser any material non-public information that, according to applicable law, rule or regulation, should have been disclosed publicly by the Company prior to the date hereof but which Securities has not been so disclosedregistered under the Securities Act of 1933, as amended (the "Securities Act"); there is no commitment to register the Securities under the Securities Act except as provided in Article IV; and (viithe Purchaser is relying on the exemption from such registration provided by Section 4(2) it (and not of the Company) shall be responsible for its own tax liabilities that may arise Securities Act as a result of this investment or the transactions contemplated transaction by this Agreementan issuer not involving a public offering. Purchaser has acknowledge that the financial capability certificates for the Securities comprising which the undersigned will receive will contain a legend substantially as follows: THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, TRANSFERRED, MADE SUBJECT TO A SECURITY INTEREST, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT, OR EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT. The undersigned further acknowledges that a stop transfer order will be placed upon the certificates for the securities in accordance with the Act. The undersigned further acknowledges that the Company is under no obligation to perform all of its obligations under this Agreement, including aid the financial capability to purchase the Securitiesundersigned in obtaining any exemption from registration requirements.

Acquisition for Investment. Such Each Purchaser is purchasing acquiring the Securities Preferred Shares and the Warrants solely for its own account for the purpose of investment and not with a view to or for sale in connection with distribution. Such Each Purchaser does not have a present intention to sell any of the SecuritiesPreferred Shares or the Warrants, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of any of the Securities Preferred Shares or the Warrants to or through any person or entity; provided, however, that by making the representations hereinherein and subject to Section 2.2(h) below, such Purchaser does not agree to hold any of the Securities Shares or the Warrants for any minimum or other specific term and reserves the right to dispose of the Securities Shares or the Warrants at any time in accordance with the terms and provisions of the Transaction Documents and Federal and state securities laws applicable to such disposition. Such Each Purchaser acknowledges that (i) it has such knowledge and experience in financial and business matters such that Purchaser is capable of evaluating the merits and risks of Purchaser's investment in the Company, (ii) it is able to bear the financial risks associated with an investment in the Securities, (iii) Preferred Shares and the Warrants and that it has been given full access to such records of the Company and the Subsidiaries subsidiaries and to the officers of the Company and the Subsidiaries subsidiaries and received such information as it has deemed necessary or appropriate to conduct its due diligence investigation, (iv) it investigation and has reviewed or received copies sufficient knowledge and experience in investing in companies similar to the Company in terms of the Commission Documents, (v) it Company's stage of development so as to be able to evaluate the risks and has sought such accounting, legal and tax advice merits of its investment in the Company. Status of Purchasers. Such Purchaser is an "accredited investor" as it has considered necessary defined in Regulation D promulgated under the Securities Act. Such Purchaser is not required to make an informed investment decision with respect to its acquisition be registered as a broker-dealer under Section 15 of the SecuritiesExchange Act and such Purchaser is not a broker-dealer. Opportunities for Additional Information. Each Purchaser acknowledges that such Purchaser has had the opportunity to ask questions of and receive answers from, (vi) except for this Agreement or obtain additional information from, the executive officers of the Company concerning the financial and other affairs of the Company, and to the extent deemed necessary in light of such Purchaser's personal knowledge of the Company's affairs, such Purchaser has asked such questions and received answers to the full satisfaction of such Purchaser, and such Purchaser desires to invest in the Company. No General Solicitation. Each Purchaser acknowledges that the Preferred Shares and the transactions contemplated hereby, neither the Company nor its employees have disclosed Warrants were not offered to such Purchaser by means of any material non-form of general or public information thatsolicitation or general advertising, according or publicly disseminated advertisements or sales literature, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio, or (ii) any seminar or meeting to applicable lawwhich such Purchaser was invited by any of the foregoing means of communications. Rule 144. Such Purchaser understands that the Shares must be held indefinitely unless such Shares are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser is familiar with Rule 144 of the rules and regulations of the Commission, rule or regulationas amended, should have been disclosed publicly by the Company prior promulgated pursuant to the date hereof but which has not been so disclosedSecurities Act ("Rule 144"), and (vii) it (and that such person has been advised that Rule 144 permits resales only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares without either registration under the Company) shall be responsible for its own tax liabilities that may arise as a result of this investment Securities Act or the transactions contemplated by this Agreement. Purchaser has the financial capability to perform all existence of its obligations under this Agreement, including the financial capability to purchase the Securitiesanother exemption from such registration requirement.

Acquisition for Investment. Such Each Purchaser is purchasing acquiring the Securities Notes and the Warrants in the ordinary course of its business and solely for its own account for the purpose of investment and not as a nominee or with a view to or for sale in connection with distribution. Such Each Purchaser does not have a present intention to sell any the Notes or the Warrants in a manner that would violate the registration requirements of the SecuritiesFederal and state securities laws, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of any of the Securities Notes or the Warrants to or through any person or entity; provided, however, that by making the representations hereinherein and subject to Section 2.2(h), such Purchaser does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with the terms and provisions of the Transaction Documents and Federal and state securities laws applicable to such disposition. Such Each Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Notes or Warrants, nor will such Purchaser engage in any short sale that results in a disposition of any of the Notes or Warrants by such Purchaser, except in compliance with any applicable state and Federal securities laws. Each Purchaser acknowledges that (i) it has such knowledge and experience in financial and business matters such that Purchaser is capable of evaluating the merits and risks of Purchaser's investment in the Company, (ii) it is able to bear the financial risks associated with an investment in the Securities, (iii) Notes and the Warrants and that it has been given full access to such records of the Company and the Subsidiaries subsidiaries and to the officers of the Company and the Subsidiaries subsidiaries and has carefully reviewed and considered all such information as it has deemed necessary or appropriate to conduct its such Purchaser’s due diligence investigation, (iv) it investigation and has reviewed or received copies sufficient knowledge and experience in investing in companies similar to the Company in terms of the Commission Documents, (v) it Company’s stage of development so as to be able to evaluate the risks and has sought such accounting, legal and tax advice as it has considered necessary to make an informed merits of its investment decision with respect to its acquisition of the Securities, (vi) except for this Agreement and the transactions contemplated hereby, neither the Company nor its employees have disclosed to such Purchaser any material non-public information that, according to applicable law, rule or regulation, should have been disclosed publicly by the Company prior to the date hereof but which has not been so disclosed, and (vii) it (and not in the Company) shall be responsible for its own tax liabilities that may arise as a result of this investment or the transactions contemplated by this Agreement. Purchaser has the financial capability to perform all of its obligations under this Agreement, including the financial capability to purchase the Securities.

Acquisition for Investment. Such Purchaser is purchasing (a) The Company hereby acknowledges its understanding that the Firm Shares and any Contingent Shares to be acquired by it (or by the Voting Trustee for its benefit) under Article I (collectively, the "Main Transaction Shares") are not registered under the Securities solely for its own account for Act, or registered or qualified under any Blue Sky Laws, on the purpose of investment grounds that the offering, sale, issuance and not with a view to or for sale delivery thereof are exempt from the registration and/or qualification requirements thereof, and that NHTC's reliance on such exemption is predicated in connection with distribution. Such Purchaser does not have a present intention to sell any part on the following representation, warranties, covenants, agreements and acknowledgments of the Securities, nor a present arrangement Company. The Company hereby represents and warrants to and covenants and agrees with NHTC that the Company: (whether or not legally binding1) or intention has been furnished with all information which the Company deems necessary to effect evaluate the merits and risks of the acquisition of the Main Transaction Shares; (2) has had the opportunity to ask questions and receive answers concerning the information received about the Main Transaction Shares and NHTC; (3) has been given the opportunity to obtain any distribution additional information the Company deems necessary to verify the accuracy of any information obtained concerning the Main Transaction Shares and NHTC; (4) by reason of its business and financial experience, and the Securities business and financial experience of those persons, if any, retained by the Company to or through any person or entity; provided, however, that by making the representations herein, such Purchaser does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance advise it with the terms and provisions of the Transaction Documents and Federal and state securities laws applicable respect to such disposition. Such Purchaser acknowledges that the Company's investment in the Main Transaction Shares, the Company, together with such advisors (i) it if any), has such knowledge knowledge, sophistication and experience in business and financial and business matters such that Purchaser is so as to be capable of evaluating the merits and risks of Purchaser's an investment in the Main Transaction Shares; (5) is acquiring the Main Transaction Shares for the Company's own account for investment purposes and with no present intention of offering, selling or distributing of all or any part of the Main Transaction Shares (or any interest therein), except as set forth in Section 4.01(b) below; (6) received the offer to invest in the Main Transaction Shares on a personal contact basis and not by means of any general solicitation or general advertising; (7) understands that: (i) the Main Transaction Shares have not been registered or qualified under the Securities Act or any Blue Sky Laws and cannot be resold unless the Main Transaction Shares are subsequently so registered and qualified or an exemption from such registration and qualification is available, and (ii) it neither NHTC nor any other person is obligated to effect such registration or qualification (except to the extent provided in the Registration Rights Agreement); (8) will not offer, sell, transfer, distribute or otherwise dispose of the Main Transaction Shares except in compliance with the Securities Act and all applicable Blue Sky Laws; (9) has adequate means of providing for the Company's current needs and foreseeable contingencies and has no need for its investment in the Main Transaction Shares to be liquid; (10) is able to bear the financial risks associated with an economic risk of the investment in the SecuritiesMain Transaction Shares indefinitely; (11) is currently able to afford the complete loss of such investment; and (12) consents to the placing of a legend on the certificate(s) representing the Main Transaction Shares stating that such securities have not been registered under the Securities Act and setting forth the restrictions on transfer contemplated hereby and to the placing of a stop transfer order on the books of NHTC (and any transfer agent thereof) against the Main Transaction Shares until the same may be legally resold or distributed. (b) NHTC hereby: (1) acknowledges its understanding that it is the present intention of the Company to distribute, assign and/or otherwise transfer to its stockholders, on a pro rata basis and as part of a complete liquidation of the Company: (i) the Company's beneficial interest under the Voting Trust to the Firm Shares, (ii) the Company's rights under this Agreement to receive the First Contingent Shares (and all rights and claims associated therewith), and the Company's beneficial interest under the Voting Trust to the First Contingent Shares (if any), (iii) it has been given full access the Company's rights under this Agreement to such records of receive the Company Second Contingent Shares (and the Subsidiaries all rights and to the officers of the Company claims associated therewith); and the Subsidiaries as it has deemed necessary or appropriate to conduct its due diligence investigation, (iv) it has reviewed or received copies of the Commission Documents, Company's rights under the Registration Rights Agreement (v) it and has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities, (vi) except for rights under this Agreement and the transactions contemplated herebyRegistration Rights Agreements, neither the "Associated Rights"); (2) consents and agrees to such distribution, assignment and/or other transfer being effected; and (3) to the extent that such Main Transaction Shares and Associated Rights (or beneficial interests therein) are distributed, assigned and/or otherwise transferred to such stockholders (and subsequently assigned and/or otherwise transferred to their respective successors and assigns), to recognize for all purposes such stockholders (and such respective successors and assigns) (collectively, "Main Transaction Share Holders") as the successors and assigns to the Company nor its employees have disclosed with respect to the Main Transaction Shares and Associated Rights (or beneficial interests therein, as appropriate) (subject to the terms and conditions of this Agreement and the Registration Rights Agreement); provided, however, that prior to or simultaneously with any such Purchaser distribution, assignment and/or other transfer of any material non-public information that, according to applicable law, rule or regulation, should have been disclosed publicly by Main Transaction Shares and/or Associated Rights the Company prior or transferring/assigning Main Transaction Share Holders shall obtain, for the benefit of NHTC (among others), representations, warranties, covenants, agreements and acknowledgments from its transferee substantially similar to (or, at the date hereof but which has not been so disclosedtransferor's option, and (viimore favorable to NHTC than) it (and not those of the Company) shall be responsible for its own tax liabilities that may arise as a result of this investment or the transactions contemplated by this Agreement. Purchaser has the financial capability to perform all of its obligations under this Agreement, including the financial capability to purchase the SecuritiesCompany set forth above in Section 4.01(a).

Acquisition for Investment. Such Purchaser is purchasing Each Holder hereby acknowledges his understanding that the Merger Shares are not, and any other Securities may not be, registered under the Securities solely for its own account for Act, or registered or qualified under any Blue Sky Laws, on the purpose of investment grounds that the offering, sale, issuance and not with a view to or for sale delivery thereof is exempt from the registration and/or qualification requirements thereof, and that the Issuer's reliance on such exemption is predicated in connection with distribution. Such Purchaser does not have a present intention to sell any part on the following covenants, agreements and acknowledgments of the Holders. Each Holder hereby represents and warrants to and covenants and agrees with the Issuer that such Holder: (1) has been furnished with all information which such Holder deems necessary to evaluate the merits and risks of the acquisition of his Securities, nor a present arrangement ; (whether or not legally binding2) or intention has had the opportunity to effect ask questions and receive answers concerning the information received about his Securities and the Issuer; (3) has been given the opportunity to obtain any distribution additional information such Holder deems necessary to verify the accuracy of any information obtained concerning his Securities and the Issuer; (4) by reason of the Securities to or through any person or entity; provided, however, that by making the representations hereinsuch Holder's business and financial experience, such Purchaser does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with the terms and provisions of the Transaction Documents and Federal and state securities laws applicable to such disposition. Such Purchaser acknowledges that (i) it Holder, has such knowledge knowledge, sophistication and experience in business and financial and business matters such that Purchaser is so as to be capable of evaluating the merits and risks of Purchaser's an investment in his Securities; (5) is acquiring his Securities for his own personal account for investment purposes and not with a view to the Companysale or distribution of all or any part of his Securities (or any interest therein); (6) owns the entire beneficial interest in his Securities, and the offer to invest in his Securities was made to such Holder on a personal contact basis and not by means of any general solicitation or general advertising; (7) understands that: (i) his Securities cannot be resold unless they are subsequently registered under the Securities Act, registered or qualified under all applicable Blue Sky Laws, or an exemption from such registration and qualification is available, and (ii) it neither the Issuer nor any other person is obligated to effect such registration or qualification (except as otherwise provided hereunder); (8) will not offer, sell, transfer, distribute or otherwise dispose of his Securities except in compliance with the Securities Act and all applicable Blue Sky Laws; (9) has adequate means of providing for his current needs and foreseeable personal contingencies and has no need for his investment in his Securities to be liquid; (10) is able to bear the financial risks associated with an economic risk of the investment in the Securities, (iii) it has been given full access to such records of the Company and the Subsidiaries and to the officers of the Company and the Subsidiaries as it has deemed necessary or appropriate to conduct its due diligence investigation, (iv) it has reviewed or received copies of the Commission Documents, (v) it and has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities, (vi) except for this Agreement and the transactions contemplated hereby, neither the Company nor its employees have disclosed to such Purchaser any material non-public information that, according to applicable law, rule or regulation, should have been disclosed publicly by the Company prior to the date hereof but which has not been so disclosed, his Securities indefinitely; and (vii11) it (and not is currently able to afford the Company) shall be responsible for its own tax liabilities that may arise as a result complete loss of this investment or the transactions contemplated by this Agreement. Purchaser has the financial capability to perform all of its obligations under this Agreement, including the financial capability to purchase the Securitiessuch investment.

Acquisition for Investment. Such The Purchaser is purchasing the Securities Shares and Warrant and will purchase the Warrant Shares solely for its own account for the purpose of investment and not with a view to or for sale in connection with distribution. Such The Purchaser does not have a present intention to sell any of the SecuritiesShares, the Warrant or Warrant Shares, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of any of the Securities Shares, the Warrant or the Warrant Shares to or through any person or entity; provided, however, that by making the representations herein, such the Purchaser does not agree to hold any of the Securities Shares, the Warrant or the Warrant Shares for any minimum or other specific term and reserves the right to dispose of the Securities Shares, the Warrant or the Warrant Shares at any time in accordance with the terms and provisions of the Transaction Documents and Federal and state securities laws applicable to such disposition. Such The Purchaser acknowledges that it (i) it has such knowledge and experience in financial and business matters such that the Purchaser is capable of evaluating the merits and risks of the Purchaser's investment in the Company, (ii) it is able to bear the financial risks associated with an investment in the Securities, (iii) it has been given full access to such records of the Company and the Subsidiaries and to the officers of the Company and the Subsidiaries as it has deemed necessary or appropriate to conduct its due diligence investigation, investigation and (iv) it has reviewed or received copies of has had the opportunity to review the Commission Documents, (v) it Documents and has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities, (vi) except for this Agreement and the transactions contemplated hereby, neither the Company nor its employees have disclosed to such Purchaser any material non-public information that, according to applicable law, rule or regulation, should have been disclosed publicly other filings made by the Company prior with the Commission which are available to the date hereof but which has not been so disclosed, and (vii) it (and not public by accessing the Company) shall be responsible for its own tax liabilities that may arise as a result of this investment or the transactions contemplated by this Agreement. Purchaser has the financial capability to perform all of its obligations under this AgreementCommission's website at http://www.sec.gov, including the financial capability to purchase risk factors set forth in the SecuritiesCommisxxxx Xxxxxxxxx.

Acquisition for Investment. Such Each Purchaser is purchasing acquiring the Securities Notes and the Warrants in the ordinary course of its business and solely for its own account for the purpose of investment and not as a nominee or with a view to or for sale in connection with distribution. Such Each Purchaser does not have a present intention to sell any the Notes or the Warrants in a manner that would violate the registration requirements of the SecuritiesFederal and state securities laws, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of any of the Securities Notes or the Warrants to or through any person or entity; provided, however, that by making the representations hereinherein and subject to Section 2.2(h) below, such Purchaser does not agree to hold any of the Securities Notes or the Warrants for any minimum or other specific term and reserves the right to dispose of the Securities Notes or the Warrants at any time in accordance with the terms and provisions of the Transaction Documents and Federal and state securities laws applicable to such disposition. Such Each Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Notes or Warrants, nor will such Purchaser engage in any short sale that results in a disposition of any of the Notes or Warrants by such Purchaser, except in compliance with any applicable state and Federal securities laws. Each Purchaser acknowledges that (i) it has such knowledge and experience in financial and business matters such that Purchaser is capable of evaluating the merits and risks of Purchaser's investment in the Company, (ii) it is able to bear the financial risks associated with an investment in the Securities, (iii) Notes and the Warrants and that it has been given full access to such records of the Company and the Subsidiaries subsidiaries and to the officers of the Company and the Subsidiaries subsidiaries and has carefully reviewed and considered all such information as it has deemed necessary or appropriate to conduct its such Purchaser’s due diligence investigation, (iv) it investigation and has reviewed or received copies sufficient knowledge and experience in investing in companies similar to the Company in terms of the Commission Documents, (v) it Company’s stage of development so as to be able to evaluate the risks and has sought such accounting, legal and tax advice as it has considered necessary to make an informed merits of its investment decision with respect to its acquisition of the Securities, (vi) except for this Agreement and the transactions contemplated hereby, neither the Company nor its employees have disclosed to such Purchaser any material non-public information that, according to applicable law, rule or regulation, should have been disclosed publicly by the Company prior to the date hereof but which has not been so disclosed, and (vii) it (and not in the Company) shall be responsible for its own tax liabilities that may arise as a result of this investment or the transactions contemplated by this Agreement. Purchaser has the financial capability to perform all of its obligations under this Agreement, including the financial capability to purchase the Securities.

Acquisition for Investment. Such Purchaser (a) Each Shareholder represents and warrants, severally and not jointly and solely as to itself, that: (i) such Shareholder is purchasing acquiring the Securities solely Acquiror Shares for its investment for such Shareholder's own account for the purpose of investment and not with a view to to, or for sale the resale in connection with distribution. Such Purchaser does not have a present intention to sell any of with, the Securities, nor a present arrangement (whether distribution or not legally binding) or intention to effect any distribution of any other disposition thereof in violation of the Securities to or through any person or entity; providedAct, howeverPROVIDED, HOWEVER, that by making the representations hereindisposition of each Shareholder's property shall at all times remain within the sole control of such Shareholder; (ii) such Shareholder has either (A) preexisting personal or business relationships with the Company, such Purchaser does not agree to hold or any of the Securities for its respective officers, directors or any minimum of its respective Affiliates or other specific term and reserves the right to dispose of the Securities at any time in accordance with the terms and provisions of the Transaction Documents and Federal and state securities laws applicable to such disposition. Such Purchaser acknowledges that (iB) it has such knowledge and experience in financial and business matters such that Purchaser such Shareholder is capable of evaluating the merits and risks relating to the acquisition of PurchaserAcquiror Shares under this Agreement, or such Shareholder has been advised by a representative possessing such knowledge and experience who is unaffiliated with and who is not compensated, directly or indirectly, by the Acquiror; (iii) such Shareholder has been given an opportunity which such Shareholder deems adequate to obtain information and documents relating to the Acquiror and to ask questions of and receive answers from representatives of the Acquiror concerning such Shareholder's investment in the CompanyAcquiror Shares; (iv) such Shareholder's financial condition is such that such Shareholder can afford to bear the economic risk of holding the Acquiror Shares for an indefinite period of time; such Shareholder has adequate means of providing for such Shareholder's current needs and contingencies and has no need for such Shareholder's investment in the Acquiror Shares to be liquid; and (v) such Shareholder can afford to suffer a complete loss of such Shareholder's investment in the Acquiror Shares. (b) Each Shareholder further acknowledges that such Shareholder has been advised by the Acquiror that: (i) the Acquiror Shares have not been registered under the Securities Act of 1933, as amended (the "SECURITIES ACT"), or the securities laws of any states and are being offered and sold in reliance on exemptions from the registration requirements of the Securities Act and such laws; (ii) it is able the Acquiror Shares are subject to bear restrictions on transferability and resale and may not be transferred or resold except as permitted under the financial risks associated with an investment in the Securities, Securities Act and such law pursuant to registration or exemption therefrom; (iii) it has been given full access to such a restrictive legend shall be placed on the certificates representing the Acquiror Shares; (iv) a notation shall be made in the appropriate records of the Company Acquiror indicating that the Acquiror Shares are subject to restrictions on transfer; and the Subsidiaries and to the officers of the Company and the Subsidiaries as it has deemed necessary or appropriate to conduct its due diligence investigation, (iv) it has reviewed or received copies of the Commission Documents, (v) it and has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition the shares of common stock of UBC which the Securities, (vi) except for this Agreement and Shareholders will receive in the transactions contemplated hereby, neither Spin-Off will not be "RESTRICTED SECURITIES" within the Company nor its employees have disclosed to such Purchaser any material non-public information that, according to applicable law, rule or regulation, should have been disclosed publicly by the Company prior to the date hereof but which has not been so disclosed, and (vii) it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result of this investment or the transactions contemplated by this Agreement. Purchaser has the financial capability to perform all of its obligations under this Agreement, including the financial capability to purchase the Securitiesmeaning Securities Act Rule 144(a)(3).

Acquisition for Investment. Such The Purchaser is purchasing a non-US corporation set up by the Securities Shareholders of the Purchaser, each qualifies as a “non-US person” as defined in Regulation S, for the specific purpose of acquiring the Shares, solely for its the Shareholders of the Purchaser’s own account for the purpose of investment and not with a view to or for sale in connection with distributiona distribution to anyone other than the Shareholders of the Purchaser. Such By executing this Agreement each and all Shareholders of the Purchaser agree to make substantially the same representations and warranties by the Purchaser under this Agreement. Specifically, each Shareholder of the Purchaser individually and all Shareholders of the Purchaser collectively represent and warrant that: i) It understands that it is bound by substantially the same representations and warranties made by the Purchaser under this Agreement; ii) It is a “non-US person” as defined in Regulation S and further makes the representations and warranties to the Company set forth on Exhibit A; iii) It does not have a present intention to sell any of the SecuritiesShares, either directly or indirectly owned by it, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of any of the Securities Shares to or through any person or entity; provided, however, that by making the representations hereinherein (except as provided below), such shareholder of the Purchaser does not agree to hold any of the Securities Shares for any minimum or other specific term and reserves the right to dispose of the Securities Shares at any time in accordance with the terms and provisions of the Transaction Documents and Federal and state securities laws applicable to such disposition. Such Purchaser ; iv) It acknowledges that (i) it has such knowledge and experience in financial and business matters such that Purchaser is capable of evaluating the merits and risks of Purchaser's investment in the Company, (ii) it is able to bear the financial risks associated with an investment in the SecuritiesShares and that, (iii) through the Purchaser, it has been given full access to such records of the Company and the Subsidiaries and to the officers of the Company and the Subsidiaries and received such information as it has deemed necessary or appropriate to conduct its due diligence investigation, (iv) it investigation and has reviewed or received copies sufficient knowledge and experience in investing in companies similar to the Company in terms of the Commission Documents, (Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company; v) It acknowledges that it understands the risks of investing in companies domiciled and/or which operate primarily in the People’s Republic of China and has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition that the purchase of the Securities, (Shares involves substantial risks; vi) except for It understands that the portion of the Shares it is entitled to receive via in kind distribution from the Purchaser shall bear a restrictive legend in the form as set forth under Section 5.1 of this Agreement and Agreement; vii) It understands that the transactions contemplated hereby, neither Shares must be held indefinitely unless such Shares are registered under the Company nor its employees have disclosed to such Purchaser any material non-public information that, according to applicable law, rule Securities Act or regulation, should have been disclosed publicly by an exemption from registration is available; viii) It agrees that when an offer or sale of the Company Shares is made prior to the date hereof but which has one-year Distribution Compliance Period (as defined in Exhibit A), it shall resell the Shares in accordance with Regulation S and agrees not been so disclosedto engage in any hedging transactions; and ix) It understands that the Company is required, and (vii) it (and either by contract or a provision in its bylaws, articles, charter or comparable document, to refuse to register any transfer of the Shares not made in accordance with the Company) shall be responsible for its own tax liabilities that may arise as a result provisions of this investment or Regulation S under the transactions contemplated by this Agreement. Purchaser has the financial capability to perform all of its obligations under this Agreement, including the financial capability to purchase the SecuritiesSecurities Act.

Acquisition for Investment. Such Purchaser is purchasing the Securities Notes and acquiring the Warrants and the AIRs solely for its own account for the purpose of investment and not with a view to or for sale in connection with distributionthe distribution thereof. Such Purchaser does not have a present intention to sell any of the Securities, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of any of the Securities to or through any person or entityPerson; provided, however, that by making the representations hereinherein and subject to Section 2.2(e) below, such Purchaser does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to pledge any of the Securities for margin purposes and/or to dispose of any of the Securities at any time in accordance with the terms and provisions of the Transaction Documents and Federal federal and state securities laws applicable to such disposition. Such Purchaser acknowledges that it (i) it has such knowledge and experience in financial and business matters such that such Purchaser is capable of evaluating the merits and risks of Purchaser's its investment in the Company, (ii) it is able to bear the financial risks associated with an investment in the Securities, and (iii) it has been given full access to such records of the Company and the Subsidiaries and to the officers of the Company and the Subsidiaries as it has deemed necessary or appropriate to conduct its due diligence investigation, . (ivd) Rule 144. Such Purchaser understands that the Securities must be held indefinitely unless such Securities are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that it has reviewed or received copies is familiar with Rule 144 of the Commission Documents, (v) it rules and has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition regulations of the SecuritiesCommission, as amended, promulgated pursuant to the Securities Act (vi) except for this Agreement "Rule 144"), and the transactions contemplated hereby, neither the Company nor its employees have disclosed to that such Purchaser any material non-public information that, according to applicable law, rule or regulation, should have has been disclosed publicly by the Company prior advised that Rule 144 permits resales only under certain circumstances. Such Purchaser understands that to the date hereof but which has extent that Rule 144 is not been so disclosedavailable, and (vii) it (and not such Purchaser will be unable to sell any Securities without either registration under the Company) shall be responsible for its own tax liabilities that may arise as a result of this investment Securities Act or the transactions contemplated by this Agreement. Purchaser has the financial capability to perform all existence of its obligations under this Agreement, including the financial capability to purchase the Securitiesanother exemption from such registration requirement.

Acquisition for Investment. Such Each Purchaser is purchasing acquiring the Securities Preferred Shares and the Warrants solely for its own account for the purpose of investment and not with a view to or for sale in connection with distribution. Such Each Purchaser does not have a present intention to sell any of the SecuritiesPreferred Shares or the Warrants, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of any of the Securities Preferred Shares or the Warrants to or through any person or entity; provided, however, that by making the representations hereinherein and subject to Section 2.2(f) below, such Purchaser does not agree to hold any of the Securities Shares or the Warrants for any minimum or other specific term and reserves the right to dispose of the Securities Shares or the Warrants at any time in accordance with the terms and provisions of the Transaction Documents and Federal and state securities laws applicable to such disposition. Such Each Purchaser acknowledges that (i) it has such knowledge and experience in financial and business matters such that Purchaser is capable of evaluating the merits and risks of Purchaser's investment in the Company, (ii) it is able to bear the financial risks associated with an investment in the Securities, (iii) Preferred Shares and the Warrants and that it has been given full access to such records of the Company and the Subsidiaries subsidiaries and to the officers of the Company and the Subsidiaries subsidiaries and received such information as it has deemed necessary or appropriate to conduct its due diligence investigation, (iv) it investigation and has reviewed or received copies sufficient knowledge and experience in investing in companies similar to the Company in terms of the Commission Documents, (v) it Company’s stage of development so as to be able to evaluate the risks and has sought such accounting, legal and tax advice merits of its investment in the Company. Status of Purchasers. Such Purchaser is an “accredited investor” as it has considered necessary defined in Regulation D promulgated under the Securities Act. Such Purchaser is not required to make an informed investment decision with respect to its acquisition be registered as a broker-dealer under Section 15 of the SecuritiesExchange Act and such Purchaser is not a broker-dealer. Opportunities for Additional Information. Each Purchaser acknowledges that such Purchaser has had the opportunity to ask questions of and receive answers from, (vi) except for this Agreement and or obtain additional information from, the transactions contemplated hereby, neither executive officers of the Company nor its employees have disclosed concerning the financial and other affairs of the Company, and to the extent deemed necessary in light of such Purchaser’s personal knowledge of the Company’s affairs, such Purchaser has asked such questions and received answers to the full satisfaction of such Purchaser, and such Purchaser desires to invest in the Company. No General Solicitation. Each Purchaser acknowledges that the Shares were not offered to such Purchaser by means of any material non-form of general or public information thatsolicitation or general advertising, according or publicly disseminated advertisements or sales literature, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio, or (ii) any seminar or meeting to applicable lawwhich such Purchaser was invited by any of the foregoing means of communications. Rule 144. Such Purchaser understands that the Shares must be held indefinitely unless such Shares are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser is familiar with Rule 144 of the rules and regulations of the Commission, rule or regulationas amended, should have been disclosed publicly by the Company prior promulgated pursuant to the date hereof but which has not been so disclosedSecurities Act (“Rule 144”), and (vii) it (and that such person has been advised that Rule 144 permits resales only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any Shares without either registration under the Company) shall be responsible for its own tax liabilities that may arise as a result of this investment Securities Act or the transactions contemplated by this Agreement. Purchaser has the financial capability to perform all existence of its obligations under this Agreement, including the financial capability to purchase the Securitiesanother exemption from such registration requirement.

Acquisition for Investment. Such Purchaser The Buyer is an “accredited investor,” as such term is defined in Section 2(15) of the Securities Act and Rule 501 of Regulation D promulgated thereunder, the Buyer is purchasing the Securities Shares for the Buyer’s own account, solely for its own account for the purpose of investment purposes, and not with a view to to, or for sale resale in connection with, any distribution thereof or with distribution. Such Purchaser does not have a any present intention to sell of distributing or selling any of the SecuritiesShares, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of any of except as allowed by the Securities Act, or any rules and regulations promulgated thereunder. The Buyer understands and agrees that the Shares being acquired pursuant to or through any person or entity; provided, however, that by making the representations herein, such Purchaser does this Agreement have not agree to hold any of been registered under the Securities for Act or under any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with the terms and provisions of the Transaction Documents and Federal and applicable state securities laws applicable and may not be sold, pledged, assigned, hypothecated or otherwise transferred ("Transfer"), except pursuant to such dispositionan effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act, the availability of which shall be established to the satisfaction of the Company at or prior to the time of Transfer. Such Purchaser The Buyer acknowledges that (i) it must bear the economic risk of its investment in the Shares for an indefinite period of time since the Shares have not been registered under the Securities Act and therefore cannot be sold unless the Shares are subsequently registered or an exemption form registration is available. The Buyer has received and reviewed such information concerning the Company as it deems necessary to evaluate the risks and merits of its investment in the Company and in that connection, the Buyer acknowledges and agrees that it and its representatives have had a full and unrestricted access to the Company’s books and records and the Company’s officers and directors prior to the execution of this Agreement. The Buyer has such knowledge and experience in financial and business matters such that Purchaser is as to be capable of evaluating the merits and risks of Purchaser's investment in the Company, (ii) it is able to bear the financial risks associated with an investment in the Securities, (iii) it has been given full access to such records Shares. The sale of the Company and the Subsidiaries and Shares to the officers of the Company and the Subsidiaries as it has deemed necessary Buyer is being made without any public solicitation or appropriate to conduct its due diligence investigation, (iv) it has reviewed or received copies of the Commission Documents, (v) it and has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities, (vi) except for this Agreement and the transactions contemplated hereby, neither the Company nor its employees have disclosed to such Purchaser any material non-public information that, according to applicable law, rule or regulation, should have been disclosed publicly by the Company prior to the date hereof but which has not been so disclosed, and (vii) it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result of this investment or the transactions contemplated by this Agreement. Purchaser has the financial capability to perform all of its obligations under this Agreement, including the financial capability to purchase the Securitiesadvertisements.

Acquisition for Investment. Such Purchaser Each Seller is purchasing an “accredited investor” as defined in Regulation D under the Securities Act, and is acquiring the Buyer Shares solely for its own account for the purpose of investment and not with a view to or for sale in connection with distribution. Such Purchaser does not have a any distribution thereof, and it has no present intention to sell any of the Securities, nor a present arrangement (whether or not legally binding) or intention plan to effect any distribution of any the Buyer Shares. Each of the Securities to or through any person or entity; provided, however, that by making the representations herein, such Purchaser does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with the terms and provisions of the Transaction Documents and Federal and state securities laws applicable to such disposition. Such Purchaser Sellers acknowledges that (i) by reason of its business and financial experience, it has such knowledge knowledge, sophistication and experience in business and financial and business matters such that Purchaser is as to be capable of evaluating the merits and risks of Purchaser's its investment in the CompanyBuyer Shares, (ii) it was not formed for the specific purpose of purchasing the Buyer Shares, (iii) it is able to bear the financial risks (including a complete loss of the value of the Buyer Shares) associated with an investment in the SecuritiesBuyer Shares, and (iiiiv) it has been given full access to such records of the Company and the Subsidiaries Buyer and to the officers of the Company and the Subsidiaries Buyer as it has deemed necessary or and appropriate to conduct conducting its due diligence investigation. The Buyer Shares may bear a legend to the following effect: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (iv) it has reviewed or received copies THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE [OR WARRANT] HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION THEREFROM. Each of the Commission DocumentsSellers understands and acknowledges that the Buyer Shares may not be sold, (v) it transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom and has sought hereby agrees not to sell, transfer or otherwise dispose of any Notes and Warrants other than pursuant to an effective registration statement under the Securities Act or unless and until such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities, (vi) except for this Agreement and the transactions contemplated hereby, neither the Company nor its employees Seller shall have disclosed to such Purchaser any material non-public information that, according to applicable law, rule or regulation, should have been disclosed publicly by the Company prior furnished to the date hereof but which has not been so disclosedBuyer, and (vii) it (and not at such Seller’s expense, an opinion of counsel reasonably satisfactory to the Company) shall Buyer to the effect that such sale, transfer or disposition may be responsible for its own tax liabilities that may arise as a result of this investment or made without registration under the transactions contemplated by this Agreement. Purchaser has the financial capability to perform all of its obligations under this Agreement, including the financial capability to purchase the SecuritiesSecurities Act.

Acquisition for Investment. Such Purchaser The Buyer is an "accredited investor," as such term is defined in Section 2(15) of the Securities Act and Rule 501 of Regulation D promulgated thereunder, the Buyer is purchasing the Securities Shares for the Buyer's own account, solely for its own account for the purpose of investment purposes, and not with a view to to, or for sale resale in connection with, any distribution thereof or with distribution. Such Purchaser does not have a any present intention to sell of distributing or selling any of the SecuritiesShares, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of any of except as allowed by the Securities Act, or any rules and regulations promulgated thereunder. The Buyer understands and agrees that the Shares being acquired pursuant to or through any person or entity; provided, however, that by making the representations herein, such Purchaser does this Agreement have not agree to hold any of been registered under the Securities for Act or under any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with the terms and provisions of the Transaction Documents and Federal and applicable state securities laws applicable and may not be sold, pledged, assigned, hypothecated or otherwise transferred ("Transfer"), except pursuant to such dispositionan effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act, the availability of which shall be established to the satisfaction of the Company at or prior to the time of Transfer. Such Purchaser The Buyer acknowledges that (i) it must bear the economic risk of its investment in the Shares for an indefinite period of time since the Shares have not been registered under the Securities Act and therefore cannot be sold unless the Shares are subsequently registered or an exemption form registration is available. The Buyer has received and reviewed such information concerning the Company as it deems necessary to evaluate the risks and merits of its investment in the Company and in that connection, the Buyer acknowledges and agrees that it and its representatives have had a full and unrestricted access to the Company's books and records and the Company's officers and directors prior to the execution of this Agreement. The Buyer has such knowledge and experience in financial and business matters such that Purchaser is as to be capable of evaluating the merits and risks of Purchaser's investment in the Company, (ii) it is able to bear the financial risks associated with an investment in the Securities, (iii) it has been given full access to such records Shares. The sale of the Company and the Subsidiaries and Shares to the officers of the Company and the Subsidiaries as it has deemed necessary Buyer is being made without any public solicitation or appropriate to conduct its due diligence investigation, (iv) it has reviewed or received copies of the Commission Documents, (v) it and has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities, (vi) except for this Agreement and the transactions contemplated hereby, neither the Company nor its employees have disclosed to such Purchaser any material non-public information that, according to applicable law, rule or regulation, should have been disclosed publicly by the Company prior to the date hereof but which has not been so disclosed, and (vii) it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result of this investment or the transactions contemplated by this Agreement. Purchaser has the financial capability to perform all of its obligations under this Agreement, including the financial capability to purchase the Securitiesadvertisements.