Common use of Buyer’s Representations and Warranties Clause in Contracts

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that: a. The Buyer has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that: a. The Buyer has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C A Shares and the shares of common stock issuable upon conversion of the Series C A Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C A Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 0000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; oror (C) observe any website or filing of the Company with the SEC in which any offering of securities by the Company was described and as a result learned of any offering of securities by the Company. h. The Buyer has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby. i. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.

Buyer’s Representations and Warranties. The Buyer represents and warrants to and covenants and agrees with the Company thatas follows: a. The A. Buyer has full power is purchasing the Debenture and authority to enter into the Common Stock issuable upon conversion or redemption of the Debenture (the "CONVERSION SHARES" and, collectively with the Debenture and the Warrant Shares, the "SECURITIES") for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. B. Buyer is (i) an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating the execution relative merits and delivery risks of which an investment in the Securities, and (iv) able to afford the loss of its investment in the Securities. C. Buyer understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Securities; D. Buyer understands that the Securities have not been approved or disapproved by the Securities and Exchange Commission (the "COMMISSION") or any state or provincial securities commission. E. This Agreement has been duly authorized and this Agreement constitutes validly authorized, executed and delivered by Buyer and is a valid and legally binding obligation agreement of the BuyerBuyer enforceable against it in accordance with its terms, except as may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of creditors' rights of creditors, and remedies generally and except as enforceability of the obligations hereunder are subject rights to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity indemnity and contribution may be limited by federal or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and or the provisions of this Agreementpublic policy underlying such laws. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Buyer represents and warrants to and covenants and agrees with the Company thatas follows: a. The A. Buyer has full power is purchasing the Debenture and authority to enter into the Common Stock issuable upon conversion or redemption of the Debenture (the "Conversion Shares" and, collectively with the Debenture and the Warrant Shares, the "Securities") for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. B. Buyer is (i) an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating the execution relative merits and delivery risks of which an investment in the Securities, and (iv) able to afford the loss of its investment in the Securities. C. Buyer understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Securities; D. Buyer understands that the Securities have not been approved or disapproved by the Securities and Exchange Commission (the "Commission") or any state or provincial securities commission. E. This Agreement has been duly authorized and this Agreement constitutes validly authorized, executed and delivered by Buyer and is a valid and legally binding obligation agreement of the BuyerBuyer enforceable against it in accordance with its terms, except as may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of creditors' rights of creditors, and remedies generally and except as enforceability of the obligations hereunder are subject rights to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity indemnity and contribution may be limited by federal or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and or the provisions of this Agreementpublic policy underlying such laws. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The In consideration of Seller entering into this Agreement and as an inducement to Seller to sell the Property, Buyer represents makes the following representations and warrants warranties as of the date hereof and at and as of the Closing, each of which is material and is being relied upon by Seller, the truth and accuracy of which shall constitute a condition precedent to the Company thatSeller’s obligations hereunder, and all of which shall survive Closing: a. The (i) Buyer has full power the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated hereby pursuant to the terms of this Agreement, subject to this representation not becoming effective unless, until, and subject to this Agreement being placed on an agenda of the Buyer’s governing board for consideration and action at a duly noticed, open public meeting of the Buyer’s governing board, and, if approved, then such representation shall be effective as of the Effective Date. Buyer’s execution of this Agreement on or after the Effective Date shall be conclusive evidence that Buyer’s governing board has approved this Agreement at a duly noticed, open public meeting. (ii) As of the Effective Date, all requisite governmental action has been taken by Buyer in connection with entering into this Agreement and the instruments referenced herein; and, by the Closing, all such necessary action will have been taken to authorize the consummation of the transaction contemplated hereby. By the Closing Date, no additional consent of any individual, judicial or administrative body, governmental authority or other party shall be required for Seller to consummate the transaction contemplated by this Agreement, subject to no material change in the terms or provisions hereof. (iii) As of the Effective Date, the individuals executing and attesting this Agreement and the instruments referenced herein on behalf of Buyer have the legal power, right and actual authority to bind Buyer to the terms and conditions hereof and thereof. (iv) Neither the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation the documents and instruments referenced herein, nor incurring the obligations set forth herein, nor the consummation of the Buyertransaction contemplated herein, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws nor compliance with the terms of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares this Agreement and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to documents and instruments referenced herein as the “Conversion Shares” and, collectively conflict with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period result in the futurematerial breach of any terms, conditions or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted withconstitute a default under, only its Advisors. d. The any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreement or instrument to which Buyer has carefully considered the potential risks relating to the Company and is a purchase party or by which any of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filingsproperties are bound. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that: a. The Buyer has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C B Shares and the shares of common stock issuable upon conversion of the Series C B Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C B Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 0000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; oror (C) observe any website or filing of the Company with the SEC in which any offering of securities by the Company was described and as a result learned of any offering of securities by the Company. h. The Buyer has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby. i. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.

Buyer’s Representations and Warranties. The Buyer hereby represents and warrants to the Company thatSeller as follows: a. The Buyer has the full power and authority to enter into this AgreementAgreement and to carry out its obligations hereunder. b. This Agreement has been duly executed and delivered by Buyer and creates a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. c. Buyer agrees to hold Seller harmless from any losses Buyer or its affiliates may sustain from any resale or disposition of the Shares. d. The execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation the consummation of the Buyertransactions contemplated herein will not conflict with or violate any law, except as may be limited regulation, court order, judgment or decree applicable to Buyer or any agreement to which Buyer is a party, or, in the case of any such law, regulation, court order, judgment, decree or agreement, by bankruptcy, reorganization, insolvency, moratorium and similar laws which the property of general application relating to Buyer is bound or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law)affected. b. e. The Buyer acknowledges its understanding understands and agrees that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated issued pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended, amended (the “Securities Act”) or the securities laws of any state of the U.S. and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for issuance of the Shares is being effected in reliance upon an exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring afforded under Section 4(2) and/or Regulation S (“Regulation S”) of the Securities Act for transactions by an issuer not involving a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. public offering. f. The Buyer does not have any such intention. ii. The Buyer realizes understands and agrees that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer he is acquiring the Securities solely Shares for the Buyer’s his own beneficial accountaccount as principal, not as a nominee or agent, for investment purposespurposes only, and not with a view towardsto, or resale for, resale, distribution or fractionalization thereof in connection with, whole or in part and no other person has a direct or indirect beneficial interest in such Shares or any distribution of the Securities. ivportion thereof. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectivelyFurther, the “Advisors”) has Buyer does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such knowledge and experience in financial and business matters as person or to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisorsany third person, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, Shares for which the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all subscribing or any part of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if anyShares. g. The Buyer represents is a non-U.S. Person as defined in Regulation S and warrants thatis not an affiliate as defined in Rule 501(b) under the Securities Act of the Company and is not acquiring the Shares for the account or benefit of a U.S. Person. Such “non-US person” Buyer is not required to be registered as a broker-dealer under Section 15 of the Exchange Act and such Buyer is not a broker-dealer, nor an affiliate of a broker-dealer. h. The Buyer acknowledges the certificate(s) evidencing the Shares issued to the Buyer, and each certificate issued in transfer thereof, will bear the following legend: “THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) AR BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT. TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.” i. The Buyer understands and acknowledges that the Seller may refuse to transfer the Shares, unless the Buyer complies with this Section 2. The Buyer consents to the Company making a notation on its records or giving instructions to any transfer agent of the Company’s shares in order to implement the restrictions on transfer of the Shares. j. Buyer understands that the sale or re-sale of the Shares has not been and is not being registered under the Securities Act or any applicable state securities laws, and the Shares may not be transferred unless (i) the Buyer was contacted regarding the sale of Shares are sold pursuant to an effective registration statement under the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and Act, (ii) no Buyer shall have delivered to Seller an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be reasonably acceptable to the Seller, (iii) the Shares are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the Securities were offered Act (or a successor rule) (“Rule 144”)) of the Purchaser who agrees to sell or otherwise transfer the Shares only in accordance with this Section 2(g) and who is a non-US person, (iv) the Shares are sold pursuant to it by means of any form of general solicitation Rule 144, or general advertising(v) the Shares are sold pursuant to Regulation S (or a successor rule). Notwithstanding the foregoing or anything else contained herein to the contrary, the Shares may be pledged as collateral in connection with a bona fide margin account or other lending arrangement. k. Buyer understands that Seller is relying upon the truth and accuracy of, and in connection therewithBuyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; orset forth herein.

Buyer’s Representations and Warranties. The As of the Effective Date, Buyer represents and warrants as follows:‌ (a) Buyer is a joint powers authority and a validly existing community choice aggregator, duly organized, validly existing and in good standing under the laws of the State of California and the rules, regulations and orders of the California Public Utilities Commission, and is qualified to conduct business in each jurisdiction of the Company that: a. The Buyer Joint Powers Agreement members. All Persons making up the governing body of Xxxxx are the elected or appointed incumbents in their positions and hold their positions in good standing in accordance with the Joint Powers Agreement and other Law. Xxxxx has full the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement, except where such failure does not have a material adverse effect on Buyer’s performance under this Agreement. The execution, delivery and performance of this Agreement by Xxxxx has been duly authorized by all necessary action on the part of Buyer and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Buyer or any other party to any other agreement with Buyer. (b) The execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation Agreement, consummation of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditorstransactions contemplated herein, and except as enforceability fulfillment of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The and compliance by Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this AgreementAgreement will not conflict with or constitute a breach of or a default under any Law presently in effect having applicability to Buyer, including but not limited to community choice aggregation, the Joint Powers Act, competitive bidding, public notice, open meetings, election, referendum, or prior appropriation requirements, the documents of formation of Buyer or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Buyer is a party or by which any of its property is bound. f. The (c) This Agreement has been duly executed and delivered by Xxxxx. This Agreement is a legal, valid and binding obligation of Buyer enforceable in accordance with its terms, except as limited by laws of general applicability limiting the enforcement of creditors’ rights or by the exercise of judicial discretion in accordance with general principles of equity. (d) Buyer warrants and covenants that, throughout the Contract Term, with respect to its Advisorscontractual obligations under this Agreement, if anyit will not claim immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or assets from (1) suit, have had (2) jurisdiction of court (provided that such court is located within a reasonable opportunity to ask questions venue permitted in law and under the Agreement), (3) relief by way of and receive answers from injunction, order for specific performance or recovery of property, (4) attachment of assets, or (5) execution or enforcement of any judgment; provided, however that nothing in this Agreement shall waive the obligations or rights set forth in the California Tort Claims Act (Government Code Section 810 et seq.). (e) Buyer is a person or persons acting on behalf “local public entity” as defined in Section 900.4 of the Company concerning the offering and the business, financial condition, results of operations and prospects Government Code of the Company, and all such questions have been answered to the full satisfaction State of the Buyer and its Advisors, if anyCalifornia. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that: a. The (a) Buyer is duly qualified and has full power right and authority to acquire and own the Assets, to receive an assignment of the Assets from Seller at Closing and to enter into this Agreement. (b) Buyer has incurred no obligation, the execution contingent or otherwise, for any broker’s, finder’s or consultant’s fees for which Seller will be liable. (c) There are no bankruptcy, reorganization or receivership proceedings pending, being contemplated by or, to Buyer’s knowledge, threatened against Buyer or any affiliate of Buyer, and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation Buyer is not insolvent or generally not paying its debts when they become due. (d) Buyer is an accredited investor, as such term is defined in Regulation D of the BuyerSecurities Act of 1933, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditorsamended, and except as enforceability will acquire the Assets for its own account and not with a view to a sale or distribution thereof in violation of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated rules and regulations thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state blue sky laws or federal any other applicable securities laws. (e) Buyer is sophisticated in the evaluation, purchase, ownership and operation of oil and gas properties and related facilities. In making its decision to enter into this Agreement and to consummate the transaction contemplated hereby and thereby, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring extent of Seller’s express representations and warranties in Paragraph 15 and the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution special warranty of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment Defensible Title as set forth in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors Assignment with respect to the Assets, Buyer has relied or shall rely on its own independent investigation and evaluation of the Assets, which investigation and evaluation was done by Buyer and its own legal, tax, economic economic, environmental, engineering, geological and related considerations involved geophysical advisors. In entering into this Agreement, Buyer acknowledges that it has relied solely upon the aforementioned investigation and evaluation and not on any factual representations or opinions of Seller or any representatives or consultants or advisors engaged by or otherwise purporting to represent Seller or any affiliate of Seller (except the specific representations and warranties of Seller set forth in Paragraph 15 and the special warranty of Defensible Title in the Assignment with respect to the Assets). Buyer hereby acknowledges that, other than the representations and warranties made in Paragraph 15 and the special warranty of Defensible Title in the Assignment with respect to the Assets, neither Seller nor any representatives, consultants or advisors of Seller or its affiliates make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Assets. Buyer’s warranties and representations set forth in this investment. The Buyer has relied on the advice of, or has consulted with, only its AdvisorsParagraph 16 shall survive without time limit. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The As of the Effective Date, Buyer represents and warrants to the Company thatas follows: a. The (a) Buyer is a joint powers authority validly existing and in good standing under the laws of the State of California, and is qualified to conduct business pursuant to its duly authorized Joint Powers Agreement. All Persons making up the governing body of Xxxxx are appointed in their positions and hold their positions in good standing in accordance with the Joint Powers Agreement and other Law. (b) Buyer has full the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement, except where such failure does not have a material adverse effect on Buyer’s performance under this Agreement. The execution, delivery and performance of this Agreement by Xxxxx has been duly authorized by all necessary action on the part of Buyer and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Buyer or any other party to any other agreement with Buyer. (c) The execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation Agreement, consummation of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditorstransactions contemplated herein, and except as enforceability fulfillment of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The and compliance by Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this AgreementAgreement will not conflict with or constitute a breach of or a default under any Law presently in effect having applicability to Buyer, the documents of formation of Buyer or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Buyer is a party or by which any of its property is bound. f. The (d) This Agreement has been duly executed and delivered by Xxxxx. This Agreement is a legal, valid and binding obligation of Buyer and enforceable in accordance with its Advisorsterms, if any, have had a reasonable opportunity to ask questions except as limited by laws of and receive answers from a person general applicability limiting the enforcement of creditors’ rights or persons acting on behalf by the exercise of the Company concerning the offering and the business, financial condition, results judicial discretion in accordance with general principles of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if anyequity. g. The (e) Buyer represents warrants and warrants that: covenants that with respect to its contractual obligations under this Agreement, it will not claim and affirmatively waives immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or assets from (i1) suit, (2) jurisdiction of court (provided that such court is located within a venue permitted in Law and under the Buyer was contacted regarding the sale Agreement), (3) relief by way of the Securities by the Company injunction, order for specific performance or recovery of property, (4) attachment of assets, or an authorized agent (5) execution or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means enforcement of any form of general solicitation judgment; provided, however that nothing in this Agreement shall waive the obligations or general advertising, and rights set forth in connection therewith, the Buyer did not: California Tort Claims Act (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; orGovernment Code Section 810 et seq.)

Buyer’s Representations and Warranties. The As a condition of the Seller to sell the Shares, the Buyer hereby represents and warrants to the Company that: a. The Buyer has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation as of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting date hereof for the enforcement of rights of creditors, and except as enforceability benefit of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates Seller as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, a. the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”i) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits, risks and suitability of the Transaction and (ii) is consummating the Transaction with a full understanding of all of the terms, conditions and risks and willingly assumes those terms, conditions and risks; b. the Buyer has evaluated the merits and risks of a prospective investment in the SecuritiesTransaction based exclusively on its own independent review and consultations with such investment, legal, tax, accounting and other advisers as it deemed necessary. The Buyer also represents has made its own decision concerning the Transaction without reliance on any representation or warranty of, or advice from, the Seller (other than the express representations and warranties set forth in this Agreement); c. none of the Seller or any of its affiliates or its or their respective officers, directors, members, managers, partners, employees or agents has been requested to or has provided the Buyer with any information or advice with respect to the Shares or otherwise, nor is such information or advice necessary or desired; d. the Buyer has the power and authority to execute and deliver this Agreement, to perform all of the obligations to be performed by it hereunder, and to consummate the transactions contemplated hereby; e. the execution, delivery and performance of this Agreement has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested duly authorized by the Buyer, if anythe Buyer has duly executed and delivered this Agreement, and this Agreement constitutes a valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, moratorium, and similar laws affecting creditors’ rights and remedies generally; f. except as expressly set forth in this Agreement, none of the Seller or any of affiliates or its or their respective officers, directors, members, managers, partners, employees or agents has carefully reviewed them and understands the information contained therein, prior made or makes any representation as to the execution Seller or the transactions contemplated hereby; g. none of the execution, delivery or performance by the Buyer of this Agreement. c. The , nor the consummation of the transactions contemplated hereby by the Buyer will (with or without notice, passage of time or both) conflict with, result in the breach of, constitute a default under or accelerate the performance required by the terms of (i) any organizational document of the Buyer, (ii) any applicable law or regulation, (iii) any regulation, judgment, order, writ, decree, permit or license of any court, government, governmental authority or regulatory agency to which the Buyer is not relying on party or by which any of its assets are bound, or (iv) any other contract, agreement, commitment, or instrument to which the Company Buyer is a party or by which any of its assets are bound; and h. there is no action, suit, proceeding, claim, arbitration, litigation or investigation pending, or to the knowledge of the Buyer, threatened against the Buyer or any of its employeesdirectors or officers which, agentsif adversely determined, sub-agents or advisors with respect to would prevent the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase consummation of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted transactions contemplated by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Buyer represents and warrants to and covenants and agrees with the Company thatas follows: a. The A. Buyer has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of purchasing the Series C Shares and the shares of common stock Common Stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “"Conversion Shares” " and, collectively with the Series C Shares, the “"Securities”") is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and for its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, purposes only and not with a view towards, towards or resale in connection withwith the public sale or distribution thereof in violation of the Securities Act. B. Buyer is (i) experienced in making investments of the kind contemplated by this Agreement, any distribution (ii) capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iii) able to afford the loss of its investment in the Securities. iv. The C. Buyer understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Securities; D. Buyer has been furnished with or provided access to all materials relating to the business, financial ability to bear the economic risk position and results of operations of the Buyer’s investment, has adequate means for providing for its current needs and contingenciesCompany, and has no need for liquidity all other materials requested by Buyer to enable it to make an informed investment decision with respect to the Securities. E. Buyer acknowledges that it has been furnished with copies of the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1998 and all other reports and documents heretofore filed by the Company with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1998 (collectively the "Commission Filings"). F. Buyer acknowledges that in making its decision to purchase the Securities it has been given an investment in opportunity to ask questions of and to receive answers from the Company's executive officers, directors and management personnel concerning the terms and conditions of the private placement of the Securities by the Company. v. The G. Buyer understands that the Securities have not been approved or disapproved by the Commission or any state securities commission and that the foregoing authorities have not reviewed any documents or instruments in connection with the offer and sale to it of the Securities and have not confirmed or determined the adequacy or accuracy of any such documents or instruments. H. This Agreement has been duly and validly authorized, executed and delivered by Buyer and the Buyer’s attorneyis a valid and binding agreement of Buyer enforceable against it in accordance with its terms, accountantsubject to applicable bankruptcy, purchaser representative and/or tax advisorinsolvency, if any (collectivelyfraudulent conveyance, the “Advisors”) has such knowledge reorganization, moratorium and experience in financial similar laws affecting creditors' rights and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securitiesremedies generally. vii. The I. Neither Buyer (together nor its affiliates nor any person acting on its or their behalf has the intention of entering, or will enter into, prior to the closing, any put option, short position or other similar instrument or position with respect to the Common Stock and neither Buyer nor any of its Advisorsaffiliates nor any person acting on its or their behalf will use at any time shares of Common Stock acquired pursuant to this Agreement to settle any put option, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, short position or other similar instrument or position that may have been entered into prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that: a. The Buyer has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 0000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; oror (C) observe any website or filing of the Company with the SEC in which any offering of securities by the Company was described and as a result learned of any offering of securities by the Company. h. The Buyer has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby. i. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.

Buyer’s Representations and Warranties. The (a) Buyer represents and warrants to the Company that: a. The Buyer has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the (i) Buyer is merely acquiring purchasing the Securities Company Units for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s its own beneficial account, account and for investment purposes, purposes and not with a the view towardstowards distribution; (ii) Buyer acknowledges that the Shares and Warrants included in the Company Units purchased, or resale in connection with, any distribution and the Shares issued upon exercise of the SecuritiesWarrants, will bear a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 AS AMENDED (THE “SECURITIES ACT”). ACCORDINGLY, THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE TRANSFERRED OTHER THAN PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. iv. The (iii) Buyer has understands that the financial ability Company Units are being offered and sold to bear it in reliance on specific exemptions from the economic risk registration requirements of Federal and State securities laws and that the Company is relying upon the truth and accuracy of the Buyer’s investmentrepresentations, has adequate means for providing for its current needs warranties and contingencies, and has no need for liquidity with respect agreement herein in order to an investment in determine the Company. v. The Buyer applicability of such exemptions and the Buyer’s attorneysuitability of Buyer to acquire the Company Units; (iv) Buyer acknowledges that, accountantin making the decision to purchase the Company Units, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge Buyer had relied solely upon independent investigations made by it and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested materials provided by the Buyer, if any, Company and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the upon any separate representations made by Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Company or the Company Units; (v) Buyer acknowledges that Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has received and carefully considered the potential risks reviewed such information and documentation relating to the Company and a purchase of Company, including the Securities, and fully understands that Registration Statement with respect to the Securities are a speculative investment that involves a high degree of risk of loss of IPO (the Buyer’s entire investment. Among other things, the “Registration Statement”). (vi) Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Company and this offering and the business, financial condition, results of operations and prospects of the Company, and all such questions questions, if any, have been answered to the full satisfaction of the Buyer and its Advisors, if anyBuyer. g. The (vii) Buyer represents has such knowledge and warrants that: (i) expertise in financial and business matters that the Buyer was contacted regarding undersigned is capable of evaluating the sale of the Securities by merits and risks involved in an investment in the Company Units. (or viii) Buyer is an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means accredited investor as such term is defined in Rule 501 of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; orRegulation D.

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that: a. The Buyer has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; oror (C) observe any website or filing of the Company with the SEC in which any offering of securities by the Company was described and as a result learned of any offering of securities by the Company. h. The Buyer has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby. i. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.

Buyer’s Representations and Warranties. The Buyer represents and warrants to and covenants and agrees with the Company thatas follows: a. The A. Buyer has full power is purchasing the Preferred Shares, the Warrants, the Common Stock issuable upon exercise of the Warrants (the "WARRANT SHARES"), the Common Stock, if any, issuable in payment of dividends on the Preferred Shares (the "DIVIDEND SHARES"), and authority to enter into the Common Stock issuable upon conversion or redemption of the Preferred Shares (the "CONVERSION SHARES" and, collectively with the Preferred Shares, the Warrants, the Warrant Shares and the Dividend Shares, the "SECURITIES") for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. B. Buyer is (i) an "ACCREDITED INVESTOR" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating the execution relative merits and delivery risks of which an investment in the Securities, and (iv) able to afford the loss of its investment in the Securities. C. Buyer understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Securities; D. Buyer understands that the Securities have not been approved or disapproved by the Securities and Exchange Commission (the "COMMISSION") or any state securities commission. E. This Agreement has been duly authorized and this Agreement constitutes validly authorized, executed and delivered by Buyer and is a valid and legally binding obligation agreement of the BuyerBuyer enforceable against it in accordance with its terms, except as may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of creditors' rights of creditors, and remedies generally and except as enforceability of rights to indemnity and contribution may be limited by federal or state securities laws or the obligations hereunder are subject to general principles of equity (regardless of whether public policy underlying such enforceability is considered in a proceeding in equity or law)laws. b. The F. Neither Buyer acknowledges nor its understanding that affiliates nor any person acting on its or their behalf has the offering and sale intention of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” andentering, collectively with the Series C Sharesor will enter into, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants prior to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection withclosing, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investmentput option, has adequate means for providing for its current needs and contingencies, and has no need for liquidity short position or other similar instrument or position with respect to an investment in the Company. v. The Common Stock and neither Buyer and the Buyer’s attorneynor any of its affiliates nor any person acting on its or their behalf will use at any time shares of Common Stock acquired pursuant to this Agreement to settle any put option, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not short position or other similar instrument or position that may have been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, entered into prior to the execution of this Agreement. c. The G. Buyer is understands that there will be no market for the Preferred Shares, that there are significant restrictions on the transferability of the Preferred Shares and that, for these and other reasons, Buyer may not relying on be able to liquidate an investment in the Preferred Shares for an indefinite period. H. Buyer acknowledges that the Company's Articles of Incorporation provide that no person or entity may become the beneficial owner of 5% or more of the Company's shares of capital stock of every series and class unless such person or entity agrees to provide personal background and financial information to gaming authorities, consent to a background investigation and respond to questions from gaming authorities. Buyer further acknowledges that the Company may, pursuant to the terms of its Articles of Incorporation and Section 6.5 of the Certificate of Designation, repurchase shares held by any person or entity whose status as a shareholder jeopardizes the approval, continued existence or renewal by any gaming authority of a tribal, federal or state license or franchise held by the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investmentSubsidiaries. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer foregoing restrictions will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published contained in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; orlegend on each certificate of Common Stock.

Buyer’s Representations and Warranties. The Buyer represents and warrants to and covenants and agrees with the Company thatas follows: a. The A. Buyer has full power is purchasing the Preferred Shares, the Warrants, the Common Stock issuable upon exercise of the Warrants (the "WARRANT SHARES"), the Common Stock, if any, issuable in payment of dividends on the Preferred Shares (the "DIVIDEND SHARES"), and authority to enter into the Common Stock issuable upon conversion or redemption of the Preferred Shares (the "CONVERSION SHARES" and, collectively with the Preferred Shares, the Warrants, the Warrant Shares and the Dividend Shares, the "SECURITIES") for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. B. Buyer is (i) an "ACCREDITED INVESTOR" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating the execution relative merits and delivery risks of which an investment in the Securities, and (iv) able to afford the loss of its investment in the Securities. C. Buyer understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Securities; D. Buyer understands that the Securities have not been approved or disapproved by the Securities and Exchange Commission (the "COMMISSION") or any state securities commission. E. This Agreement has been duly authorized and this Agreement constitutes validly authorized, executed and delivered by Buyer and is a valid and legally binding obligation agreement of the BuyerBuyer enforceable against it in accordance with its terms, except as may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of creditors' rights of creditors, and remedies generally and except as enforceability rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. F. Neither Buyer nor its affiliates nor any person acting on its or their behalf shall enter into, prior to the Closing or at any other time while any of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Preferred Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection withremain outstanding, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investmentput option, has adequate means for providing for its current needs and contingencies, and has no need for liquidity short position or other similar instrument or position with respect to an investment in the Company. v. The Common Stock and neither Buyer and the Buyer’s attorneynor any of its affiliates nor any person acting on its or their behalf will use at any time shares of Common Stock acquired pursuant to this Agreement to settle any put option, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not short position or other similar instrument or position that may have been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, entered into prior to the execution of this Agreement. c. The ; provided, however, that nothing in this Section II.F. shall operate to forbid Buyer is not relying on the Company or any of its employeesaffiliates or any person acting on its or their behalf from selling, agents, sub-agents or advisors entering into any other transaction with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other thingsto, the Buyer has carefully considered each of Common Stock contemporaneously with or following such date and time as the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf in whose name or names the Common Stock delivered at conversion of Preferred Shares, as provided in the Certificate of Designation, shall be issuable shall be deemed to have become the holder or holders of record of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, Common Shares represented thereby and all voting and other rights associated with the beneficial ownership of such questions Common Shares shall have been answered to the full satisfaction of the Buyer and its Advisors, if anyvested with such person or persons. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that: a. The Buyer has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 0000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company and with Seller that: a. The (a) Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada and Buyer is duly qualified to carry on its business in the state in which the Assets lie. (b) Buyer has full all requisite power and authority to carry on its business as presently conducted; to enter into this Agreement; to purchase the Assets on the terms described in this Agreement and to perform its obligations hereunder. (c) This Agreement and the consummation of the transactions contemplated by this Agreement will not violate, constitute a default under, or be in conflict with, (i) any provision of Buyer's Articles of Incorporation or Bylaws, (ii) any material contract, agreement or instrument to which Buyer is a party or by which Buyer is bound, or (iii) any judgment, decree, order, statute, rule or regulation applicable to Buyer. (d) The execution, delivery and performance of this Agreement and the execution transactions contemplated by this Agreement have been duly and delivery validly authorized by all necessary corporate action on the part of which Buyer. This Agreement has been duly authorized executed and this delivered on behalf of Buyer and at Closing all documents and instruments required hereunder to be executed and delivered by Buyer shall have been duly executed and delivered. This Agreement constitutes a and such documents and instruments will constitute legal, valid and legally binding obligation obligations of the Buyer, except as may be limited by enforceable against Buyer in accordance with their terms, subject, however, to applicable bankruptcy, insolvency, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights and remedies of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law)equity. b. The (e) Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amendednow, and the provisions of Regulation D promulgated thereunder. In furtherance thereofhereafter shall continue to be, the Buyer represents qualified to own State and/or Federal oil, gas and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period mineral leases in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intentionState of New Mexico and with all other applicable regulatory bodies. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The (f) Buyer is acquiring the Securities solely Assets for the Buyer’s 's own beneficial account, for investment purposesaccount or investment, and not with a view towardsto, or for resale in connection with, any distribution thereof within the meaning of the Securities. iv. The Buyer has the financial ability to bear the economic risk Securities Act of the Buyer’s investment, has adequate means for providing for its current needs and contingencies1933, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if shall not resell any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state Assets except in compliance with all applicable securities laws and the provisions of this Agreementlaws. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The a. Buyer represents and warrants to Sellers that Buyer is acquiring the Company that:properties for its own benefit and account and not with the intent of distributing fractional undivided interests thereof such as would be subject to regulation by federal or state securities laws. a. The b. Buyer represents that by reason of Buyer’s knowledge and experience in the evaluation, acquisition, and operation of similar properties, Buyer has full evaluated the merits and risks of purchasing the Properties and has formed an opinion based solely upon Buyer’s knowledge and experience and upon the express representations and warranties of Sellers contained in this Agreement and not upon any other representations or warranties by Sellers with respect to the Properties or as to the accuracy or completeness of any data, information, or materials heretofore or hereafter furnished to Buyer in connection with the Properties, and any reliance on or use of the same has been and will be at Buyer’s sole risk. c. Buyer represents that Buyer has made or will make during the “Assessment Period” all investigation necessary to determine the environmental condition of the Properties. d. Buyer is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified to conduct business in Texas. e. Buyer has the power and authority to enter into execute and deliver this AgreementAgreement and each agreement and instrument to be delivered by Buyer pursuant hereto, and to carry out its obligations hereunder. The execution, delivery and performance of this Agreement and each agreement and instrument to be delivered pursuant hereto by Buyer and the execution and delivery consummation of which has the transactions provided for hereby have been duly authorized and approved by all requisite action of Buyer and no other act or proceeding on the part of Buyer or its affiliates or partners is necessary to authorize the execution, delivery or performance of this Agreement, and this Agreement constitutes is a valid legal, valid, binding and legally binding enforceable obligation of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar bankruptcy or other laws of such general application relating affecting creditor’s rights generally. f. Except for filings required under the HSR Act, no consent or filing is required with respect to Buyer in connection with the execution, delivery or affecting the enforcement of rights of creditors, and except as enforceability of this Agreement or the obligations hereunder consummation of the transactions provided for hereby, other than those for which any adverse consequences arising out of the failure to obtain such consent are subject immaterial, individually and in the aggregate, to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering purchase and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if anyProperties. g. The Buyer represents execution and warrants that: (i) delivery of this Agreement and the Buyer was contacted regarding the sale consummation of the Securities transactions provided for hereby does not violate any other agreement, contract, or instrument to which Buyer is subject or is a party. h. No action, suit, proceeding or claim is pending or to Buyer’s knowledge threatened against Buyer seeking to restrain or prohibit this Agreement or the transactions contemplated hereby, or to obtain damages, a discovery order or other relief in connection with this Agreement or the transactions contemplated hereby. i. Buyer has not incurred any obligation or liability, contingent or otherwise, for brokers’ or finders’ fees in connection with the transactions contemplated by the Company (this Agreement for which Sellers shall have any responsibility or an authorized agent or representative thereof) with whom the liability. Buyer had a prior substantial pre-existing relationship; agrees to pay and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertisingindemnify fully, hold harmless and defend Sellers from and against, and pay, any claims by any person alleging a right to a broker’s or finder’s fee based upon any actions of Buyer in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; orwith these transactions.

Buyer’s Representations and Warranties. The Buyer represents and warrants to and covenants and agrees with the Company thatas follows: a. The A. Buyer has full power and authority to enter into this Agreement, is purchasing the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares Debenture and the shares of common stock Common Stock issuable upon conversion or redemption of the Series C Shares Debenture (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Debenture and the Warrant Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and for its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, purposes only and not with a view towards, towards or resale in connection withwith the public sale or distribution thereof in violation of the Securities Act. B. Buyer is (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, any distribution (ii) experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iv) able to afford the loss of its investment in the Securities. iv. The C. Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and “blue sky” laws, and that the Company is relying upon the accuracy of, and Buyer’s entire investment. Among other thingscompliance with, Buyer’s representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer has carefully considered each of to purchase the risks described under the heading “Risk Factors” in the Company’s SEC filings.Securities; e. The D. Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under approved or disapproved by the 1933 Act Securities and Exchange Commission (the “Commission”) or under the securities laws of any state andor provincial securities commission. E. This Agreement has been duly and validly authorized, thereforeexecuted and delivered by Buyer and is a valid and binding agreement of Buyer enforceable against it in accordance with its terms, cannot subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and except as rights to indemnity and contribution may be resold, pledged, assigned limited by federal or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and or the provisions of this Agreementpublic policy underlying such laws. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that: a. The Buyer has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx1933 Act. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; oror (C) observe any website or filing of the Company with the SEC in which any offering of securities by the Company was described and as a result learned of any offering of securities by the Company. h. Except with respect to South Fork Securities, the Buyer has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby. i. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.

Buyer’s Representations and Warranties. The Buyer represents and warrants to warrants, as of the Company date hereof, that: a. The Buyer has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”a) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for Warrants, and upon exercise hereof (other than pursuant to a Cashless Exercise (as defined in the Buyer’s own beneficial accountWarrants)) will acquire the Warrant Shares, for investment purposes, its own account and not with a view towards, or for resale in connection with, any the public sale or distribution of the Securities. iv. The Buyer has Warrants or the financial ability Warrant Shares, except pursuant to bear sales registered or exempted under the economic risk of Securities Act; provided, however, that by making the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectivelyrepresentations herein, the “Advisors”) has such knowledge and experience in financial and business matters as Buyer does not agree to be capable of evaluating hold the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company Warrants or any of its employees, agents, sub-agents the Warrant Shares for any minimum or advisors with respect other specific term and reserves the right to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase dispose of the Securities, Warrants and fully understands that the Securities are Warrant Shares at any time in accordance with or pursuant to a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act statement or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, under the Securities have not been registered under the 1933 Act or under the securities laws Act. (b) The Buyer, as of any state andthis date, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or is an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,accredited investor” as such term is defined in Rule 50 l(a) of Regulation 0 under the Securities Act. (c) The Buyer understands that, except as provided in the Registration Rights Agreement, (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and they further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the person through whom the sale is made) may not be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act; and (ii i) neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities. (d) The Buyer understands that the certificates or other instruments representing the Warrants and, until such time as the sale of the Warrant Shares have been registered under the Securities Act as contemplated by the Registration Rights Agreement, the stock certificates representing the Warrant Shares, except as set forth below, shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates): THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITI ES LAWS OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECUR ED BY THE SECURITIES. The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Securities upon which it is stamped, if (i) such Securities are registered for resale under the Securities Act, (ii) in connection with a sale transaction, such holder provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Securities may be made without registration under the Securities Act, (iii) such holder provides the Company with reasonable assurances that the Securities can be sold pursuant to Rule 144 unless all of 144, or (iv) such holder provides the conditions of Company reasonable assurances that the Securities have been or arc being sold pursuant to Rule 144 are met144. The Buyer also understands that the Company is under no obligation acknowledges, covenants and agrees to register sell the Securities on behalf represented by a certificate(s) from which the legend has been removed, only pursuant to (x) a registration statement effective under the Securities Act and in compliance with the rules regarding the delivery of the Buyer. The Buyer understands prospectus included therein, (y) advice of counsel that any sales or transfers such sale is exempt from registration required by Section 5 of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuitAct, or generally available; or (Bz) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; ora transaction pursuant to Rule 144.

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that: a. The Buyer has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(bSection 4(a)(2) promulgated under of the Securities 1933 Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 0000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; oror (C) observe any website or filing of the Company with the SEC in which any offering of securities by the Company was described and as a result learned of any offering of securities by the Company. h. The Buyer has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby. i. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.

Buyer’s Representations and Warranties. The Buyer hereby represents and warrants to the Company thatXxXxxxxxx as follows: a. The (a) Buyer is duly incorporated and is validly existing and in good standing under the laws of the state of Minnesota. (b) Buyer has full all requisite corporate power and authority to enter into execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the board of directors of Buyer, and no other corporate or other proceedings on the part of Buyer are necessary to authorize the execution and delivery of which this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly authorized and this Agreement validly executed and delivered by Buyer and constitutes a the legal, valid and legally binding obligation agreements of the Buyer, enforceable against Buyer in accordance with its terms, except as to the extent that enforceability thereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium and reorganization or other similar laws of general application relating to or affecting the enforcement of creditors rights of creditors, generally and except as enforceability of the obligations hereunder are subject to general by principles of equity (regardless regarding the availability of whether such enforceability is considered in a proceeding in equity or law)remedies. b. (c) The Buyer acknowledges its understanding that execution and delivery of this Agreement, the offering and sale consummation of the Series C Shares transactions contemplated hereby and compliance by Buyer with any of the provisions hereof will not conflict with or result in any breach of any provision of the articles of incorporation or bylaws of Buyer. (d) The authorized capital stock of Buyer consists of 100,000,000 shares of Buyer common stock. As of the date hereof and without giving effect to the Share Exchange, no shares of Buyer common stock are issued and outstanding. No other capital stock of Buyer is authorized or issued. All issued and outstanding shares of the Buyer capital stock are duly authorized, validly issued, fully paid and non-assessable and were issued in compliance with all applicable laws. Except as contemplated by this Agreement and the shareholders’ agreement to be entered into by and among Buyer, XxXxxxxxx and all other shareholders of Buyer on or before the closing of the Merger, as of the date hereof there are no, and at the Effective Time there will be no, outstanding rights, subscriptions, warrants, puts, calls, unsatisfied preemptive rights, options or other agreements of any kind relating to any of the outstanding, authorized but unissued or unauthorized shares of the capital stock or any other security of Buyer, and there is no authorized or outstanding security of any kind convertible into or exchangeable, for any such capital stock or other security. Buyer has no obligations, contingent or otherwise, to repurchase, redeem or otherwise acquire any shares of Buyer common stock issuable upon conversion of the Series C Shares or make any investment (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the futureform of a loan, capital contribution or for a market rise, or for sale if the market does not riseotherwise) in any other entity. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part Exchange Shares constitute 25 percent of a plan or scheme to evade registration provisions Buyer’s issued and outstanding shares of voting capital stock determined as of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 XxxClosing Date. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Buyer represents and warrants to and covenants and agrees with the Company thatas follows: a. The A. Buyer has full power is purchasing the Preferred Shares, the Warrants, the Common Stock issuable upon exercise of the Warrants (the "WARRANT SHARES"), the Common Stock, if any, issuable in payment of dividends on the Preferred Shares (the "DIVIDEND SHARES"), and authority to enter into the Common Stock issuable upon conversion or redemption of the Preferred Shares (the "CONVERSION SHARES" and, collectively with the Preferred Shares, the Warrants, the Warrant Shares and the Dividend Shares, the "SECURITIES") for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. B. Buyer is (i) an "ACCREDITED INVESTOR" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating the execution relative merits and delivery risks of which an investment in the Securities, and (iv) able to afford the loss of its investment in the Securities. C. Buyer understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Securities; D. Buyer understands that the Securities have not been approved or disapproved by the Securities and Exchange Commission (the "COMMISSION") or any state securities commission. E. This Agreement has been duly authorized and this Agreement constitutes validly authorized, executed and delivered by Buyer and is a valid and legally binding obligation agreement of the BuyerBuyer enforceable against it in accordance with its terms, except as may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of creditors' rights of creditors, and remedies generally and except as enforceability rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. F. Neither Buyer nor its affiliates nor any person acting on its or their behalf shall enter into, prior to the Closing or at any other time while any of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Preferred Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection withremain outstanding, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investmentput option, has adequate means for providing for its current needs and contingencies, and has no need for liquidity short position or other similar instrument or position with respect to an investment in the Company. v. The Common Stock and neither Buyer and the Buyer’s attorneynor any of its affiliates nor any person acting on its or their behalf will use at any time shares of Common Stock acquired pursuant to this Agreement to settle any put option, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not short position or other similar instrument or position that may have been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, entered into prior to the execution of this Agreement. c. The ; PROVIDED, HOWEVER, that nothing in this Section II.F. shall operate to forbid Buyer is not relying on the Company or any of its employeesaffiliates or any person acting on its or their behalf from selling, agents, sub-agents or advisors entering into any other transaction with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other thingsto, the Buyer has carefully considered each of Common Stock contemporaneously with or following such date and time as the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf in whose name or names the Common Stock delivered at conversion of Preferred Shares, as provided in the Certificate of Designation, shall be issuable shall be deemed to have become the holder or holders of record of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, Common Shares represented thereby and all voting and other rights associated with the beneficial ownership of such questions Common Shares shall have been answered to the full satisfaction of the Buyer and its Advisors, if anyvested with such person or persons. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Buyer represents and warrants to and covenants and agrees with the Company thatas follows: a. The 2.1 Buyer has full power is purchasing the Debenture and authority to enter into the Common Stock issuable upon conversion or redemption of the Debenture (the "CONVERSION SHARES" and, collectively with the Debenture and the Warrant Shares, the "SECURITIES") for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. 2.2 Buyer is (i) an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating the execution relative merits and delivery risks of which an investment in the Securities, and (iv) able to afford the loss of its investment in the Securities. 2.3 Buyer understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Securities; 2.4 Buyer understands that the Securities have not been approved or disapproved by the Securities and Exchange Commission (the "COMMISSION") or any state or provincial securities commission. 2.5 This Agreement has been duly authorized and this Agreement constitutes validly authorized, executed and delivered by Buyer and is a valid and legally binding obligation agreement of the BuyerBuyer enforceable against it in accordance with its terms, except as may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of creditors' rights of creditors, and remedies generally and except as enforceability of the obligations hereunder are subject rights to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity indemnity and contribution may be limited by federal or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and or the provisions of this Agreementpublic policy underlying such laws. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Buyer represents and warrants to and covenants and agrees with the Company thatas follows: a. The A. Buyer has full power is purchasing the Preferred Shares, the Warrants, the Common Stock issuable upon exercise of the Warrants (the "WARRANT SHARES"), the Common Stock, if any, issuable in payment of dividends on the Preferred Shares (the "DIVIDEND SHARES"), and authority to enter into the Common Stock issuable upon conversion or redemption of the Preferred Shares (the "CONVERSION SHARES" and, collectively with the Preferred Shares, the Warrants, the Warrant Shares and the Dividend Shares, the "SECURITIES") for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. B. Buyer is (i) an "ACCREDITED INVESTOR" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating the execution relative merits and delivery risks of which an investment in the Securities, and (iv) able to afford the loss of its investment in the Securities. C. Buyer understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Securities; D. Buyer understands that the Securities have not been approved or disapproved by the Securities and Exchange Commission (the "COMMISSION") or any state securities commission. E. This Agreement has been duly authorized and this Agreement constitutes validly authorized, executed and delivered by Buyer and is a valid and legally binding obligation agreement of the BuyerBuyer enforceable against it in accordance with its terms, except as may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of creditors' rights of creditors, and remedies generally and except as enforceability of rights to indemnity and contribution may be limited by federal or state securities laws or the obligations hereunder are subject to general principles of equity (regardless of whether public policy underlying such enforceability is considered in a proceeding in equity or law)laws. b. The Buyer acknowledges its understanding that F. Prior to the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of all the Series C Preferred Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” andinto Common Stock, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the neither Buyer represents and warrants to the Company and nor its affiliates as follows: i. The Buyer realizes that nor any person acting on its or their behalf has the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the futureintention of entering, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection withwill enter into, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investmentput option, has adequate means for providing for its current needs and contingencies, and has no need for liquidity short position or other similar instrument or position with respect to an investment in the Company. v. The Common Stock and neither Buyer and the Buyer’s attorneynor any of its affiliates nor any person acting on its or their behalf will use at any time shares of Common Stock acquired pursuant to this Agreement to settle any put option, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not short position or other similar instrument or position that may have been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, entered into prior to the execution of this Agreement. c. The ; provided, however, that nothing in this Section II.F. shall operate to forbid Buyer is not relying on the Company or any of its employeesaffiliates or any Person acting on its or their behalf from selling, agents, sub-agents or advisors entering into any other transaction with respect to, the Common Stock contemporaneously with or following such date and time as the Person or Persons in whose name or names the Common Stock Delivered at Conversion shall be issuable shall be deemed to have become the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, holder or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase holders of record of the Securities, Common Shares represented thereby and fully understands that all voting and other rights associated with the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws beneficial ownership of such states, Common Shares shall have vested with such Person or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this AgreementPersons. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:: 5 a. The Buyer has full power and authority to enter into this Agreement(a) As of the date hereof, the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation of Buyer is purchasing the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares Debenture and the shares of common stock Common Stock issuable upon conversion of the Series C Shares Debenture or otherwise pursuant to the Debenture and the other Transaction Documents (such shares of common stock Common Stock being collectively Shares ") referred to herein as the “Conversion and the Warrants issuable upon conversion of the Debenture and the shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares” " and, collectively with the Series C Debenture, Warrants and Conversion Shares, the “"Securities”" ) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(bfor its own account. (b) promulgated under The Buyer understands that the Securities Act are being offered and sold to it in reliance upon specific exemptions from the registration requirements of 1933, as amendedUnited States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the provisions of Regulation D promulgated thereunder. In furtherance thereofBuyer's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer represents set forth herein in order to determine the availability of such exemptions and warrants the eligibility of the Buyer to acquire the Company Securities. (c) The purchase of the Shares involves a high degree of risk and its affiliates as follows: i. The the Buyer realizes acknowledges that the basis for Buyer can bear the exemption from registration may not be available ifcomplete economic risk of the purchase of the Shares, notwithstanding including the Buyer’s representations contained herein, total loss of the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intentioninvestment represented hereby. ii. (d) The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that Shares are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities being acquired solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towardsto or for the sale, distribution, subdivision or resale in connection withfractionalization thereof, and the Buyer has no plans to enter into, and has not entered into, any distribution contract, undertaking, agreement or arrangement to such end. (e) The Buyer, if a corporation, partnership, trust or other form of business entity, is authorized and otherwise duly qualified to purchase and hold the Shares, such entity has its principal place of business as set forth on the signature page and such entity has not been formed for the specific purpose of acquiring the Shares. (f) The Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Securities. ivCompany and materials relating to the offer and sale of the Securities which have been requested by the Buyer or its advisors. The Buyer has and its advisors, if any, have been afforded the financial ability opportunity to bear the economic risk ask questions of the Company. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer’s investment, has adequate means for providing for 's right to rely on the Company's representations and warranties contained in Section 4 below. The Buyer understands that its current needs and contingencies, and has no need for liquidity with respect to an investment in the CompanySecurities involves a significant degree of risk. v. (g) The Buyer and resides at the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any following address: (collectively, the “Advisors”h) Buyer has such knowledge and experience in financial and business matters as to be that it is capable of evaluating the merits and risks of a prospective the investment in the Securities. . (i) The Buyer also represents has independently evaluated the merits of its decision to purchase the Securities pursuant to the Transaction Documents, and the Buyer confirms that it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the businessand/or its legal counsel, financial condition, results of operations and prospects of the Company, and all consultants or representatives in making such questions have been answered to the full satisfaction of the Buyer and its Advisors, if anydecision. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Buyer represents hereby makes the following representations and warrants warranties to Seller as of the Company that:date of this Agreement, which representations and warranties shall be true and correct as of the Closing Date as a condition to Seller’s obligation to close hereunder. a. The (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois. Buyer has full the requisite power and authority to enter into this AgreementAgreement and the Buyer Ancillary Documents, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of which has this Agreement and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by Buyer and no consents of any third parties are necessary for Buyer’s execution, delivery and performance of this Agreement constitutes a valid and legally binding obligation the transactions contemplated hereby and thereby. Neither the execution, delivery and performance by Buyer of this Agreement, nor the consummation of the transactions contemplated hereby or thereby will violate or conflict with any provision of the documents and instruments under which Buyer is constituted. (b) No action or other proceeding whatsoever is now pending or, to the best knowledge of Buyer, except threatened against Buyer or any shareholders, partners, members or owners, as the case may be limited by bankruptcybe, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the foregoing which calls into question or seeks to set aside or enjoin any of the approvals or authorizations of the transactions contemplated by this Agreement, or the performance of Buyer’s obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity hereunder, or law)which will or may otherwise impede the Closing. b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”c) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has all funds available to it which are sufficient to consummate the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested transaction contemplated by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The (d) Buyer fully understands the nature and significance of the transactions provided for in this Agreement and the limitations provided in Section 2.2 hereof and elsewhere herein. Buyer is not relying on satisfied with the Company or any of amount being paid by it for the Property, as set forth herein, based and in sole reliance upon its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase own valuation of the Securities, Property and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss its review and analysis of the Buyer’s entire investment. Among other thingsrent roll for each Property, the Buyer has carefully considered each reports of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities physical inspections (including without registration under the 1933 Act or an exemption therefromlimitation, and fully understands and agrees that the Buyer must bear the economic risk of its purchase becauseenvironmental inspections), among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial conditionoperations, results of operations condition and prospects of for the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if anyProperty. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Buyer represents In consideration of Seller entering into this Agreement and warrants as an inducement to Seller to sell the Company that: a. The Buyer Property, Xxxxx makes the following representations and warranties as of the date hereof and at and as of the Closing, each of which is material and is being relied upon by Seller, the truth and accuracy of which shall constitute a condition precedent to Seller’s obligations hereunder, and all of which shall survive Closing: Subject only to approval by Agency’s governing body and the Oversight Board, Xxxxx has full power the legal power, right and authority to enter into this AgreementAgreement and the instruments referenced herein, and to consummate the transaction contemplated hereby. Subject to (a) above, as of the Effective Date, the execution individuals executing and delivery of which has been duly authorized and attesting this Agreement constitutes a valid and legally binding obligation of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares instruments referenced herein on behalf of common stock issuable upon conversion of Buyer have the Series C Shares (such shares of common stock being collectively referred legal power, right and actual authority to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the bind Buyer represents and warrants to the Company terms and its affiliates as follows: i. The conditions hereof and thereof. Subsequent Changes to Xxxxx’s Representations and Warranties. If, prior to the Closing, Seller or Buyer realizes that the basis for the exemption from registration may not be available ifshould learn, notwithstanding the Buyer’s representations contained hereindiscover or become aware of any existing or new item, the fact or circumstance which renders a representation or warranty of Buyer is merely acquiring the Securities for a fixed set forth herein incorrect or determinable period untrue in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “AdvisorsBuyer’s Representation Matter”) ), then the party who has learned, discovered or become aware of such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior Xxxxx’s Representation Matter shall promptly give written notice thereof to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect other party and Buyer’s representations and warranties shall be automatically limited to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of account for the Buyer’s entire investmentRepresentation Matter. Among other thingsSeller shall have the right to approve or disapprove any such change and to terminate this Agreement by written notice to Buyer if Seller reasonably disapproves any such change; provided, however Buyer shall first have the opportunity to cure the Buyer’s Representation Matter. If Seller does not elect to terminate this Agreement, Buyer’s representation shall be qualified by such Buyer’s Representation Matter and Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities shall have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Seller for such Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement’s Representation Matter. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Buyer represents and warrants to and covenants and agrees with the Company thatas follows: a. The A. Buyer has full power is purchasing the Preferred Shares, the Warrants, the Common Stock issuable upon exercise of the Warrants (the "Warrant Shares"), the Common Stock, if any, issuable in payment of dividends on the Preferred Shares (the "Dividend Shares"), and authority to enter into the Common Stock issuable upon conversion or redemption of the Preferred Shares (the "Conversion Shares" and, collectively with the Preferred Shares, the Warrants, the Warrant Shares and the Dividend Shares, the "Securities") for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. B. Buyer is (i) an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating the execution relative merits and delivery risks of which an investment in the Securities, and (iv) able to afford the loss of its investment in the Securities. C. Buyer understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Securities; D. Buyer understands that the Securities have not been approved or disapproved by the Securities and Exchange Commission (the "Commission") or any state securities commission. E. This Agreement has been duly authorized and this Agreement constitutes validly authorized, executed and delivered by Buyer and is a valid and legally binding obligation agreement of the BuyerBuyer enforceable against it in accordance with its terms, except as may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of creditors' rights of creditors, and remedies generally and except as enforceability of the obligations hereunder are subject rights to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity indemnity and contribution may be limited by federal or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws or the public policy underlying such laws. F. Buyer has not relied on any representations made by X.X. Xxxxxx & Company, L.L.C. in entering into this Agreement and the provisions of this Agreementtransactions contemplated hereby. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that: a. The Buyer has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(bSection 4(a)(2) promulgated under of the Securities 1933 Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; oror (C) observe any website or filing of the Company with the SEC in which any offering of securities by the Company was described and as a result learned of any offering of securities by the Company. h. The Buyer has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby. i. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that: a. The Buyer has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C A Shares and the shares of common stock issuable upon conversion of the Series C A Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C A Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register met or until the Securities on behalf of the Buyerare registered. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; oror (C) observe any website or filing of the Company with the SEC in which any offering of securities by the Company was described and as a result learned of any offering of securities by the Company. h. The Buyer has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby. i. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that: a. The Buyer has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 1900 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filingsffilings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; oror (C) observe any website or filing of the Company with the SEC in which any offering of securities by the Company was described and as a result learned of any offering of securities by the Company. h. The Buyer has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby. i. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company Seller that: a. The (a) Buyer has full power the requisite authority and authority capacity to enter into into, deliver and perform its obligations pursuant to this Agreement, the execution Promissory Note and delivery all of which has been duly authorized the transactions contemplated hereby and this Agreement constitutes a thereby. (b) This Agreement, the Promissory Note and the other documents and instruments to be delivered by Buyer pursuant hereto constitute the valid and legally binding obligation obligations of the Buyer, enforceable against Buyer in accordance with their respective terms, subject as to enforcement to usual equitable principles and except as may be limited by bankruptcy, reorganizationmoratorium, insolvency, moratorium and insolvency or similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law)creditor's rights. b. (c) The execution, delivery and performance by Buyer acknowledges its understanding that the offering and sale of the Series C Shares this Agreement and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended other documents and instruments to be exempt from registration delivered by Buyer pursuant hereto will not result in any violation of, or be in conflict with, or constitute a default under the 1933 Actany agreement, law, regulation, rule or ordinance by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the which Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intentionbound. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The (d) Buyer is acquiring the Securities solely Shares for the Buyer’s his own beneficial account, account for investment purposes, and not with a view towardsto, or resale for sale in connection with, any distribution thereof, and Buyer has no present or contemplated agreement, arrangement, intention or commitment to dispose of the SecuritiesShares. iv. The (e) Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment (i) is experienced in the evaluation of businesses similar to the Company. v. The Buyer and , (ii) is able to fend for himself in the Buyer’s attorneytransactions contemplated by this Agreement, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective an investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer Company, (together with its Advisors, if anyiv) has received all documents requested by the Buyer, if anyability to bear the economic risks of an investment in the Company, and (v) has carefully reviewed them and understands the information contained therein, been afforded prior to the execution date hereof the opportunity to ask questions of, and to receive answers from Mr. Xxxxxxx X. Love and other representatives of this Agreement. c. The Buyer is not relying on the Company and to obtain any additional information, to the extent Mr. Xxxxxxx X. Xxxe or any of its employeesthe Company has such information or could acquire it without unreasonable effort or expense, agents, sub-agents or advisors necessary for Buyer to make an informed investment decision with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully Shares. (f) Buyer understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities Shares have not been registered under the Securities Act of 1933 Act or under the any applicable state securities laws of any state andor "Blue Sky" laws, thereforeand such shares may be required to be held indefinitely, cannot be resold, pledged, assigned or otherwise disposed of unless they such shares are subsequently registered under the 1933 Securities Act and under the such applicable securities laws of such statesBlue Sky laws, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that: a. 8.1 Buyer is a limited liability company duly organized, existing, and in good standing under the laws of Nevada. The Buyer has full power and authority to enter into this Agreement, the execution and delivery of which has this Agreement and the consummation of this transaction by Buyer have been duly authorized and this Agreement constitutes a valid and legally binding obligation of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditorsauthorized, and except as enforceability no further company authorization is necessary on the part of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law)Buyer. b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and8.2 No consent, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the futureapproval, or for a market riseauthorization of, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities lawsdeclaration, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towardsfiling, or resale in connection registration with, any distribution Governmental Authority is required to be made or obtained by Buyer in connection with the execution, delivery, and performance of this Agreement and the consummation of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested transactions contemplated by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The 8.3 Buyer acknowledges that except for the express representations and warranties made hereunder by Selling Parties, the Assets are being sold “as is.” Buyer further represents that it has not relied on any information or documents other than as set forth in this Agreement and the Disclosure Schedules hereto and Buyer’s independent investigation of the business. Buyer acknowledges that its sole member, Xxxxxxx Xxxx, is the general manager of the Subsidiary, and is very familiar with business and operations being acquired hereby. Buyer agrees and acknowledges that it has also conducted, and will continue to conduct through the Closing, its own, independent, due diligence review of the Assets and the business being acquired. Buyer agrees that notwithstanding anything contained herein to the contrary, Selling Parties shall not be liable for any breach of any representation or warranty of which the underlying facts or circumstances Xxxxxxx Xxxx has actual knowledge. 8.4 Buyer represents that he is not relying on an officer of the Company Corporation or any of its employees, agents, sub-agents the Subsidiary or advisors equivalent position with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisorspolicy making authority. d. The 8.5 Buyer has carefully considered the potential risks relating to the Company represents and a purchase of the Securities, and fully understands acknowledges that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer it is aware that the Securities Selling Parties are “restricted securities,” under financial duress, have not been able to meet their respective obligations as such term is defined in Rule 144they come due, and they may the Corporation is not be sold pursuant to Rule 144 unless all of in compliance with its reporting obligations under the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreementlaws. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Buyer represents and warrants to warrants, as of the Company date of this Agreement and as of the Closing, that: a. The Buyer has full power is acquiring the Assets for its own account and authority to enter into this Agreement, the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively not with the Series C Shares, the “Securities”) is intended Intent to be exempt from registration under the 1933 Act, by virtue make a distribution in violation of Rule 506(b) promulgated under the Securities Act of 1933, 1933 as amended, amended (and the provisions rules and regulations pertaining thereto) or In violation of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any other applicable state or federal securities laws, except sales pursuant to a registration statement rules or sales that are exempted under the 1000 Xxxregulations. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The b. Buyer has (and had prior to negotiations regarding the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”Assets) has such knowledge and experience in financial and business matters as to be capable of evaluating able to evaluate the merits and risks of a prospective an investment in the SecuritiesAssets. The Buyer also represents it has not been organized solely for Is able to bear the purpose risks of acquiring an investment in the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them Assets and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice risks of, or has consulted withand other considerations relating to, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the SecuritiesAssets. Buyer is an "Accredited Investor" as that term is defined by Rule 501 of Regulation D of the Securities and Exchange Commission, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” Involved in an Investment in the Company’s SEC filings. e. The Assets, including that there may be no market for Buyer will not to sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, Assets after Closing and fully understands that revenue therefrom Is contingent and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, dependent upon many factors which cannot be resoldpredicted with certainty. BUYER UNDERSTANDS THAT THESE ASSETS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION, pledgedTHE TEXAS SECURITIES BOARD, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this AgreementOR WITH THE SECURITIES COMMISSION OF ANY OTHER STATE AND MAY NOT BE RE- OFFERED FOR SALE OR RESOLD UNLESS IT IS REGISTERED UNDER SUCH ACTS OR IN A TRANSACTI ON EXEMPT UNDER SUCH ACTS.NEITHER THE SECURITIES EXCHANGE COMMISSION NOR THE TEXAS SECURITIES COMMISSIONER (NOR THE APPLICABLE AUTHORITY OF ANY OTHER STATE) RECOMMENDS NOR ENDORSES THE PURCHASE OF THE ASSETS. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Buyer represents and warrants to and covenants and agrees with the Company thatas follows: a. The A. Buyer has full power is purchasing the Debenture and authority to enter into the Common Stock issuable upon conversion or redemption of the Debenture (the "Conversion Shares" and, collectively with the Debenture and the Warrant Shares, the "Securities") for its own account, for investment 1 -------------- -------------- Initials Initials purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. B. Buyer is (i) an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating the execution relative merits and delivery risks of which an investment in the Securities, and (iv) able to afford the loss of its investment in the Securities. C. Buyer understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Securities; D. Buyer understands that the Securities have not been approved or disapproved by the Securities and Exchange Commission (the "Commission") or any state or provincial securities commission. E. This Agreement has been duly authorized and this Agreement constitutes validly authorized, executed and delivered by Buyer and is a valid and legally binding obligation agreement of the BuyerBuyer enforceable against it in accordance with its terms, except as may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of creditors' rights of creditors, and remedies generally and except as enforceability of the obligations hereunder are subject rights to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity indemnity and contribution may be limited by federal or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and or the provisions of this Agreementpublic policy underlying such laws. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Buyer represents and warrants to and covenants and agrees with the Company that: a. The as follows: Buyer has full power is purchasing the Debenture, the Warrants and authority the Common Stock issuable upon conversion or redemption of the Debenture and exercise of the Warrants in addition to enter into any additional shares issued as a result of the Company's failure to comply with the provisions of the Debenture (the "Conversion Shares" and, collectively with the Debenture and the Warrants, the "Securities") for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. Buyer is (i) an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating the execution relative merits and delivery risks of which an investment in the Securities, and (iv) able to afford the loss of its investment in the Securities. Buyer understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Securities; Buyer understands that the Securities have not been approved or disapproved by the Securities and Exchange Commission (the "Commission") or any state or provincial securities commission. This Agreement has been duly authorized and this Agreement constitutes validly authorized, executed and delivered by Buyer and is a valid and legally binding obligation agreement of the BuyerBuyer enforceable against it in accordance with its terms, except as may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of creditors' rights of creditors, and remedies generally and except as enforceability of rights to indemnity and contribution may be limited by federal or state securities laws or the obligations hereunder are subject to general principles of equity (regardless of whether public policy underlying such enforceability is considered in a proceeding in equity or law). b. The laws. Neither Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and nor its affiliates as follows: i. The Buyer realizes that nor any person acting on its or their behalf (i) has the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the futureintention of entering into, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection withwill enter into, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investmentput option, has adequate means for providing for its current needs and contingencies, and has no need for liquidity short position or other similar instrument or position with respect to an investment in the Company. v. The Buyer Common Stock while the Debenture is outstanding and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if (ii) will use at any (collectivelytime shares of Common Stock acquired pursuant to this Agreement, the “Advisors”) has such knowledge and experience in financial and business matters as Debenture or the Warrants to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not settle any put option, short position or other similar instrument or position that may have been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, entered into prior to the execution of this Agreement. THE COMPANY'S REPRESENTATIONS The Company represents and warrants to Buyer that: Capitalization. The authorized capital stock of the Company consists of (i) 100,000,000 shares of Class A Common Stock and 30,000,000 shares of Preferred Special Voting Stock of which 21,002,791 shares and 0 shares, respectively, are issued and outstanding as of the date hereof and are fully paid and nonassessable. The amount, exercise, conversion or subscription price and expiry date for each outstanding option and other security or agreement to purchase shares of Common Stock is accurately set forth on Schedule III.A.1. The Conversion Shares have been duly and validly authorized and reserved for issuance by the Company, and, when issued by the Company upon conversion of the Debenture will be duly and validly issued, fully paid and nonassessable and will not subject the holder thereof to personal liability by reason of being such holder. Except as disclosed on Schedule III.A.3. c. The Buyer is not relying on , there are no preemptive, subscription, "call," right of first refusal or other similar rights to acquire any capital stock of the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” Subsidiaries (as such term is defined hereinafter defined) or other voting securities of the Company that have been issued or granted to any person and no other obligations of the Company or any of its Subsidiaries to issue, grant, extend or enter into any security, option, warrant, "call," right, commitment, agreement, arrangement or undertaking with respect to any of their respective capital stock. Organization; Reporting Company Status. The Company is a corporation duly organized, validly existing and in Rule 144good standing under the laws of the state or jurisdiction in which it is incorporated and is duly qualified as a foreign corporation in all jurisdictions in which the failure so to qualify would reasonably be expected to have a material adverse effect on the business, and they may not be sold properties, prospects, condition (financial or otherwise) or results of operations of the Company or on the consummation of any of the transactions contemplated by this Agreement (a "Material Adverse Effect"). The Company has registered the Common Stock pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers Section 12 of the Securities are further restricted by state securities laws Exchange Act of 1934, as amended (the "Exchange Act"). The Common Stock is traded on the OTC Bulletin Board service of the National Association of Securities Dealers, Inc. ("OTCBB") and the provisions of this Agreement. f. The Buyer Company has not received any notice regarding, and to its Advisorsknowledge there is no threat of, if any, have had a reasonable opportunity to ask questions of and receive answers from a person the termination or persons acting on behalf discontinuance of the Company concerning the offering and the business, financial condition, results of operations and prospects eligibility of the Company, and all Common Stock for such questions have been answered to the full satisfaction of the Buyer and its Advisors, if anytrading. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company Seller that: a. The (a) Buyer has full power the requisite authority and authority capacity to enter into into, deliver and perform its obligations pursuant to this Agreement, the execution Promissory Note and delivery all of which has been duly authorized the transactions contemplated hereby and this Agreement constitutes a thereby. (b) This Agreement, the Promissory Note and the other documents and instruments to be delivered by Buyer pursuant hereto constitute the valid and legally binding obligation obligations of the Buyer, enforceable against Buyer in accordance with their respective terms, subject as to enforcement to usual equitable principles and except as may be limited by bankruptcy, reorganizationmoratorium, insolvency, moratorium and insolvency or similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law)creditor's rights. b. (c) The execution, delivery and performance by Buyer acknowledges its understanding that the offering and sale of the Series C Shares this Agreement and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended other documents and instruments to be exempt from registration delivered by Buyer pursuant hereto will not result in any violation of, or be in conflict with, or constitute a default under the 1933 Actany agreement, law, regulation, rule or ordinance by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the which Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intentionbound. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The (d) Buyer is acquiring the Securities solely Shares for the Buyer’s his own beneficial account, account for investment purposes, and not with a view towardsto, or resale for sale in connection with, any distribution thereof, and Buyer has no present or contemplated agreement, arrangement, intention or commitment to dispose of the SecuritiesShares. iv. The (e) Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment (i) is experienced in the evaluation of businesses similar to the Company. v. The Buyer and , (ii) is able to fend for himself in the Buyer’s attorneytransactions contemplated by this Agreement, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”iii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective an investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer Company, (together with its Advisors, if anyiv) has received all documents requested by the Buyer, if anyability to bear the economic risks of an investment in the Company, and (v) has carefully reviewed them and understands the information contained therein, been afforded prior to the execution date hereof the opportunity to ask questions of, and to receive answers from representatives of this Agreement. c. The Buyer is not relying on the Company and to obtain any additional information, to the extent the Company has such information or any of its employeescould acquire it without unreasonable effort or expense, agents, sub-agents or advisors necessary for Buyer to make an informed investment decision with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully Shares. (f) Buyer understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities Shares have not been registered under the Securities Act of 1933 Act or under the any applicable state securities laws of any state andor "Blue Sky" laws, thereforeand such shares may be required to be held indefinitely, cannot be resold, pledged, assigned or otherwise disposed of unless they such shares are subsequently registered under the 1933 Securities Act and under the such applicable securities laws of such statesBlue Sky laws, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that: a. The Buyer has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C G Shares and the shares of common stock issuable upon conversion of the Series C G Shares (such shares of common stock being collectively referred to herein as the “"Conversion Shares” " and, collectively with the Series C G Shares, the “"Securities”") is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(bS06(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s 's representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s 's own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s 's investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s 's attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “"Advisors”") has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. viivi. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s 's entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “"Risk Factors” " in the Company’s 's SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “"restricted securities,” " as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; oror (C) observe any website or filing of the Company with the SEC in which any offering of securities by the Company was described and as a result learned of any offering of securities by the Company. h. The Buyer has taken no action that would give rise to any claim by any person for brokerage commissions, finders' fees or the like relating to this Agreement or the transactions contemplated hereby. i. The Buyer is an "accredited investor" as that term is defined in Rule 50l(a) of Regulation D.

Buyer’s Representations and Warranties. The Buyer represents and warrants to warrants, as of the Company date hereof, that: a. The Buyer has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”a) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for Warrants, and upon exercise hereof (other than pursuant to a Cashless Exercise (as defined in the Buyer’s own beneficial accountWarrants)) will acquire the Warrant Shares, for investment purposes, its own account and not with a view towards, or for resale in connection with, any the public sale or distribution of the Securities. iv. The Buyer has Warrants or the financial ability Warrant Shares, except pursuant to bear sales registered or exempted under the economic risk of Securities Act; provided, however, that by making the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectivelyrepresentations herein, the “Advisors”) has such knowledge and experience in financial and business matters as Buyer does not agree to be capable of evaluating hold the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company Warrants or any of its employees, agents, sub-agents the Warrant Shares for any minimum or advisors with respect other specific term and reserves the right to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase dispose of the Securities, Warrants and fully understands that the Securities are Warrant Shares at any time in accordance with or pursuant to a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act statement or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, under the Securities have not been registered under the 1933 Act or under the securities laws Act. (b) The Buyer, as of any state andthis date, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or is an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,accredited investor” as such term is defined in Rule 50 l(a) of Regulation 0 under the Securities Act. (c) The Buyer understands that, except as provided in the Registration Rights Agreement, (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act (“ Rule 144 ”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and they further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the person through whom the sale is made) may not be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act; and (ii i) neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities. (d) The Buyer understands that the certificates or other instruments representing the Warrants and, until such time as the sale of the Warrant Shares have been registered under the Securities Act as contemplated by the Registration Rights Agreement, the stock certificates representing the Warrant Shares, except as set forth below, shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates): THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITI ES LAWS OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECUR ED BY THE SECURITIES. The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Securities upon which it is stamped, if (i) such Securities are registered for resale under the Securities Act, (ii) in connection with a sale transaction, such holder provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Securities may be made without registration under the Securities Act, (iii) such holder provides the Company with reasonable assurances that the Securities can be sold pursuant to Rule 144 unless all of 144, or (iv) such holder provides the conditions of Company reasonable assurances that the Securities have been or arc being sold pursuant to Rule 144 are met144. The Buyer also understands that the Company is under no obligation acknowledges, covenants and agrees to register sell the Securities on behalf represented by a certificate(s) from which the legend has been removed, only pursuant to (x) a registration statement effective under the Securities Act and in compliance with the rules regarding the delivery of the Buyer. The Buyer understands prospectus included therein, (y) advice of counsel that any sales or transfers such sale is exempt from registration required by Section 5 of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuitAct, or generally available; or (Bz) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; ora transaction pursuant to Rule 144.

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that: a. The Buyer has full power and authority to enter into this Agreement(a) As of the date hereof, the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation of Buyer is purchasing the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares Debenture and the shares of common stock Common Stock and Warrants issuable upon conversion of the Series C Shares Debenture or otherwise pursuant to the Debenture and the other Transaction Documents (such shares of common stock being Common Stock beingShares ")collectively referred to herein as the “Conversion and the Warrants and the shares of Common Stock issuable upon exercise thereof (the "Warrant Shares” " and, collectively with the Series C Debenture, Warrants and Conversion Shares, the “"Securities”" ) for its own account. (b) The Buyer is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, an "accredited investor" as amended, and the provisions of defined in Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales The Buyer affirms that are exempted he is an “Accredited Investor,” as that term is defined in Regulation D promulgated under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. ivAct. The Buyer has reviewed and completed the financial ability Accredited Investor Questionnaire contained in Exhibit D (including checking the applicable box in Section 2 thereof) to bear this Agreement and hereby represents and warrants that the economic risk Subscriber understands the definition of Accredited Investor set forth therein. (d) The Buyer acknowledges that the Underlying Shares are "restricted securities" within the meaning of the Buyer’s investment, has adequate means for providing for its current needs Securities Act and contingencies, and has no need for liquidity will be issued to the Buyer in accordance with respect to an investment in Regulation D of the CompanySecurities Act. v. (e) The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, Company agree that if any (collectivelyapplicable, the “Advisors”) has such knowledge and experience Company will refuse to register any transfer of the Underlying Shares not made in financial and business matters as accordance with the provisions of the Securities Act, pursuant to be capable of evaluating registration under the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its AdvisorsSecurities Act, if any) has received all documents requested by the Buyerpursuant to an available exemption from registration, if any, and has carefully reviewed them and understands the information contained therein, prior or pursuant to the execution of this Agreement. c. (f) The Buyer is not relying on agrees to resell the Company or any of its employees, agents, sub-agents or advisors Underlying Shares only in accordance with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase provisions of the SecuritiesSecurities Act, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without pursuant to registration under the 1933 Act Securities Act, or pursuant to an available exemption therefrom, and fully understands from registration pursuant to the Securities Act. (g) The Buyer acknowledges and agrees that all certificates representing the Buyer must bear Underlying Shares will be endorsed with the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined following legend in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers accordance with Regulation D of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; orAct:

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that: a. The Buyer has full power and authority to enter into this AgreementSeller, the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation as of the Buyer, Agreement Date and the Closing Date except as may be limited by bankruptcyotherwise specified, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The (a) On the Closing Date, Buyer realizes will have financial resources sufficient to purchase and hold the Assigned Rights for an indefinite period (recognizing that the basis for the exemption from registration Assigned Rights may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed have little or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposesno liquidity), and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Assigned Rights and a total loss of the Purchase Price. Buyer’s investment, has adequate means for providing for payment of the Purchase Price on the Closing Date shall be deemed prima facie evidence of the truth and accuracy of this representation. (b) Buyer or one or more of its current needs and contingencies, Affiliates involved with the Transaction is an institutional investor and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorneysuch knowledge, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge sophistication and experience in financial underwriting, evaluating, acquiring, administering and business matters as realizing upon commercial real estate mortgage loans and interests therein (including, to be capable the extent applicable to the Loan, loans that are sub-performing, non-performing, delinquent or secured by distressed or devalued collateral), that it is able to competently conduct its Review. As of evaluating the merits Closing Date, Buyer: (i) has had adequate time to complete and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer completed its Review, (together with its Advisors, if anyii) has received all documents requested by the Buyer, if anyinformation that it deems necessary or appropriate for its Review, and (iii) has carefully reviewed them made an independent and understands informed decision to enter into the information Transaction, relying solely upon its Review and the express representations, warranties, agreements and indemnities of Seller in this Agreement, and not in any way upon: (x) any appraisal, environmental or other reports of third parties contained thereinin the Loan Files, prior or (y) except relating to the execution express representations, warranties, agreements and indemnities of Seller in this Agreement, any recommendation, prediction, assurance, opinion or other statement relating to the Assigned Rights or the Transaction that may have been made or implied by or on behalf of Seller (in which regard Buyer acknowledges that none of the foregoing has in fact been made or implied by or on behalf of Seller). (c) Buyer has complied with the Confidentiality Agreement. c. The (d) Buyer is not relying on “insolvent” (as defined in the Company or any Bankruptcy Code (Title 11 of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic United States Code)) and related considerations involved in this investmentwill not be rendered insolvent as a result of the Transaction. The Buyer has relied on the advice of, not filed a petition or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among taken any other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell action seeking or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; oracquiescing in

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that: a. The Buyer has full power and authority to enter into this Agreement, the execution and delivery of which has been duly and validly authorized by the Buyer and this Agreement constitutes a valid and legally binding obligation of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C A Shares and the shares of common stock issuable upon conversion of the Series C A Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C A Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 0000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; oror (C) observe any website or filing of the Company with the SEC in which any offering of securities by the Company was described and as a result learned of any offering of securities by the Company. h. The Buyer has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby. i. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that: a. The Buyer has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C G Shares and the shares of common stock issuable upon conversion of the Series C G Shares (such shares of common stock being collectively referred to herein as the “"Conversion Shares” " and, collectively with the Series C G Shares, the “"Securities”") is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b06(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not ma ynot be available if, notwithstanding the Buyer’s 's representations contained herein, the Buyer is merely acquiring requiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 1900 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s 's own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s 's investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the ·Buyer’s 's attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “"Advisors”") has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase al1purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s 's entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “"Risk Factors” " in the Company’s 's SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the he economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” " as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and relationship;and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or available;or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; oror (C) observe any website or filing of the Company with the SEC in which any offering of securities by the Company was described and as a result learned of any offering of securities by the Company. h. The Buyer has taken no action that would give rise to any claim by any person for brokerage commissions, finders' fees or the like relating to this Agreement or the transactions contemplated hereby. i. The Buyer is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D.

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that: a. The Buyer has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C A Shares and the shares of common stock issuable upon conversion of the Series C A Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C A Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(bSection 4(a)(2) promulgated under of the Securities 1933 Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; oror (C) observe any website or filing of the Company with the SEC in which any offering of securities by the Company was described and as a result learned of any offering of securities by the Company. h. The Buyer has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby. i. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.

Buyer’s Representations and Warranties. The (a) Buyer hereby represents and warrants to Seller, as of the Company that: a. The date hereof and as of the Closing, that Buyer has full the requisite power and authority and has been duly authorized to enter into and perform its obligations under this Agreement, which is valid, binding, and enforceable against Buyer in accordance with its terms and does not violate any agreement or other requirement to which Buyer is a party or to which it is subject. (b) Buyer acknowledges that, except as otherwise expressly set forth in this Agreement to the contrary: (i) neither Seller, nor anyone acting for or on behalf of Seller, has made any representation, warranty, promise or statement, express or implied, to Buyer, or to anyone acting for or on behalf of Buyer, concerning the Property, (ii) in entering into this Agreement, and closing the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation purchase of the BuyerProperty contemplated under this Agreement, except as may be limited by bankruptcyBuyer has not relied on any representation, reorganizationwarranty, insolvencypromise or statement, moratorium and similar laws express or implied, of general application relating to Seller, or affecting the enforcement anyone acting for or on behalf of rights of creditorsSeller, and except as enforceability (iii) AS A MATERIAL INDUCEMENT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY SELLER, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, BUYER IS PURCHASING THE PROPERTY IN AN “AS-IS, WHERE-IS” CONDITION AND WITH ALL FAULTS. Without limiting the generality of the obligations hereunder are subject foregoing, there is no express or implied warranty of merchantability, habitability or of fitness for a particular purpose made by Seller regarding the Property. Buyer represents to general principles of equity (regardless of whether Seller that Buyer has either conducted or shall have an adequate opportunity to conduct such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale investigations of the Series C Shares Property, including, but not limited to, the physical and environmental conditions thereof, as Buyer deems necessary to satisfy itself as to the condition of the Property and the shares existence or nonexistence of, or curative action taken or to be taken with respect to, any hazardous or toxic substances on or discharged from the Property and will rely solely upon same and not upon any information provided by or on behalf of common stock issuable upon conversion Seller or any of its agents or employees with respect thereto. Upon Closing, to the extent permitted by Missouri and Federal law, Xxxxx shall assume the risk that adverse matters, including, but not limited to, adverse physical and environmental conditions and matters that may have been revealed by a survey of the Series C Shares (such shares Property or investigations of common stock being collectively referred to herein as the “Conversion Shares” andProperty, collectively with the Series C Sharesincluding, but not limited to, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, physical and the provisions of Regulation D promulgated thereunder. In furtherance environmental conditions thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the revealed by Buyer’s representations contained investigations, and Buyer, upon Closing, shall be deemed to have waived, relinquished and released Seller and all of its agents and employees from and against all claims, demands, causes of action (including, without limitation, causes of action in tort), losses, damages, liabilities, costs and expenses of any and every kind or character, known or unknown, which Buyer might have asserted or alleged against Seller or any of its agents or employees at any time by reason of or arising out of any defects, physical conditions, violations of any applicable laws, rules, regulations, or ordinances (including, without limitation, any environmental, housing, or rent control laws, rules, regulations, or ordinances) and any and all other acts, omissions, events, circumstances, or matters regarding the Property or its occupancy or operation. To the extent required by Missouri and Federal law, Xxxxx agrees that if any clean-up, remediation or removal of hazardous substances or other environmental conditions on the Property is required after the date of Closing, such clean-up, removal or remediation shall be the responsibility of, and shall be performed at the sole cost and expense of, Buyer. The provisions of this Section shall not merge with the delivery of the deed as contemplated herein, and shall survive the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions consummation of the 1933 Act or transaction contemplated hereunder and any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution other termination of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company thatSeller as follows: a. The (i) Buyer has is a limited liability company, duly organized and validly existing and in good standing under the laws of its state of organization. As of Closing, Buyer shall be in good standing and duly qualified to do business in the State where the Property is located and shall have the full power and authority to enter into, be bound by and comply with the terms of this Agreement and will have obtained all necessary authorizations, consents and approvals to enter into and consummate the Transactions. (ii) This Agreement and all documents executed by Buyer in connection with this AgreementAgreement which are to be delivered to Seller at Closing are, or at the time of Closing will be, duly authorized, executed and delivered by Buyer, and are, or at Closing will be, legal, valid and binding obligations of Buyer and do not, and at the time of Closing will not, violate any provisions of any agreement or judicial order to which Buyer is a party or to which Buyer is subject. (iii) Buyer is currently (a) in compliance with and shall at all times during the term of this Agreement remain in compliance with the regulations of the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of Treasury and any statute, executive order (including Executive Order 13224, dated September 24, 2001 and entitled “Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”), or regulation relating thereto, and (b) not listed on, and shall not during the term of this Agreement be listed on, the execution Specially Designated Nationals and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation of the BuyerBlocked Persons List maintained by OFAC and/or on any other similar list maintained by OFAC or other governmental authority pursuant to any authorizing statute, except as may be limited by bankruptcyexecutive order, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively regulation. In connection with the Series C Sharesrepresentations and warranties by Buyer under this subparagraph 9(a)(iv), the “Securities”) is intended to be exempt from registration under the 1933 ActSeller acknowledges that, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer application of such representations and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior warranties to the execution shareholders of this Agreement. c. The Buyer is not relying on the Company or any of its employeesXxxx Corporate Income Trust, agentsInc., sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied and will rely exclusively on its broker-dealer network to implement normal and customary investor screening practices mandated by applicable law and FINRA regulations in the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase making of the Securities, foregoing representations and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filingswarranties. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that: a. The Buyer has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filingsffilings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; oror (C) observe any website or filing of the Company with the SEC in which any offering of securities by the Company was described and as a result learned of any offering of securities by the Company. h. The Buyer has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby. i. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.

Buyer’s Representations and Warranties. The Buyer represents hereby makes the following representations and warrants to warranties, as of the Company that:date of this Agreement and as of the Close of Escrow: ​ ​ a. The Buyer 14.1. 1Buyer has full power the requisite right, legal capacity and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the execution transaction contemplated hereby. This Agreement and delivery all other agreements, documents and instruments to be executed in connection herewith have been effectively authorized by all necessary action on the part of Buyer, which has authorizations remain in full force and effect, have been duly authorized executed and delivered by Buyer, and no other proceedings on the part of Buyer are required to authorize this Agreement constitutes and the transactions contemplated hereby. 14.1. 2Performance of this Agreement by Buyer shall not result in any breach of, or constitute any default under, any contract, agreement or instrument to which Buyer is a valid party or render Buyer insolvent. 14.1. 3Neither Buyer (which includes its partners, members, principal stockholders, any other constituent entities or persons, overseers, trustees and legally binding obligation senior executive officers) nor any direct or indirect constituents or affiliates of Buyer that either directly or indirectly own 25% or more of Buyer or directly or indirectly control Buyer have been designated as a “specifically designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website, xxxxx://xxx.xxxxxxxx.xxx/resource-center/sanctions/SDN-List/Pages/default.aspx or at any replacement website or other replacement official publication of such list. Buyer is not in violation of compliance with the regulations of the Office of Foreign Asset Control of the Department of Treasury and any statute, executive order (including the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or any other governmental action relating thereto. This representation will be true at all times from the time this is made and until all obligations under this Agreement are satisfied. In connection with this representation, upon request, no later than ten (10) days prior to Closing, Buyer shall provide to Seller all information reasonably required by Seller to confirm Buyer, except ’s compliance with this provision. Buyer represents that all OFAC information provided by Buyer to Seller in connection with this Agreement is true and complete. Seller shall have the right to extend the Closing for up to ten (10) days as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating required for Seller to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively confirm Buyer’s compliance with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution terms of this AgreementParagraph. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Each individual Buyer hereby represents and warrants warrants, severally but not jointly, to the Company that: a. The Buyer has full power and authority to enter into this AgreementSellers, the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation as of the Buyer, except date hereof and as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in date on which a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” andacquires Seller Common Stock, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The (a) Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, Seller Common Stock for investment purposes, purposes and not with a view towardsto resell or otherwise transfer. This SPA is a valid and binding obligation of such Buyer, or resale in connection with, any distribution of the Securitiesenforceable against such Buyer. iv(b) Buyer has the requisite power and authority to purchase the Seller Common Stock, and to execute and deliver this SPA. The Buyer has evaluated the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity risks involved with respect to an investment investing in the Company. v. The Buyer and the Buyer’s attorneycommon stock, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative such investment that involves a high degree of risk risk, and is not relying on any representation of loss of the Sellers regarding the Company in arriving at the Buyer’s entire investment. Among other thingsindependent decision to acquire the Seller Common Stock. (c) Buyers have reviewed the Company SEC Reports, the Buyer has carefully considered each have been represented in consideration of the risks described under transactions contemplated herein by competent professionals of their own choosing, have had the heading “Risk Factors” opportunity to question management about the Company and its affairs, plans and prospects and have not relied, for purposes of the transaction, on any representations of any Party, except for those recited in Article V. The Buyers specifically represent that Wedbush Securities has not provided any advice or representation to the Company’s SEC filingsBuyers but that Wedbush Securities is acting pursuant to the Buyers’ and the Sellers’ instructions solely to facilitate the transactions contemplated by this SPA. e. The (d) Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees acknowledges that the Buyer must bear Seller Common Stock has not been registered under any United States federal or state statutes and is "restricted securities" and/or “control securities” and the economic risk of its purchase because, among other reasons, certificate representing the Securities Seller Common Stock contains the following restrictive legend: The shares represented by this certificate have not been registered under the Securities Act of 1933 Act or under the ("The Act") and are restricted securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware as that the Securities are “restricted securities,” as such term is defined in Rule 144, and they 144 under the Act. These shares may not be offered for sale, sold or otherwise transferred except pursuant to Rule 144 unless all an effective registration statement under the Act or pursuant to an exemption from registration under the Act, the availability of which is to be established to the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects satisfaction of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company Corporation that: a. The 3.2.1 the Buyer is a corporation duly incorporated and validly existing under the laws of Delaware; 3.2.2 the execution, delivery and performance of this agreement has full power and authority to enter into this Agreement, been duly authorized by all necessary corporate action on the part of the Buyer; 3.2.3 the execution and delivery of this Agreement and performance by the Buyer of the transactions contemplated herein have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of the Buyer. This Agreement and related documents to which it is a party has been duly authorized executed by the Buyer, and this Agreement constitutes a when delivered by the Buyer in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Buyer, except enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by bankruptcyapplicable law; 3.2.4 the Buyer is acquiring the Purchased Securities as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Purchased Securities (this representation and warranty not limiting such Buyer’s right to sell the Purchased Securities in compliance with applicable securities laws); 3.2.5 at the time the Buyer was offered the Purchased Securities, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditorsit was, and except as enforceability of the obligations hereunder are subject to general principles of equity date hereof it is: (regardless of whether such enforceability is considered i) an “accredited investor” as defined in a proceeding in equity Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”a)(8) is intended to be exempt from registration under the United States Securities Act of 1933 Act, by virtue of or (ii) a “qualified institutional buyer” as defined in Rule 506(b144A(a) promulgated under the United States Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows:; i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding 3.2.6 the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed either alone or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not together with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investmentits representatives, has adequate means for providing for its current needs and contingenciessuch knowledge, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge sophistication and experience in business and financial and business matters so as to be capable of evaluating the merits and risks of a the prospective investment in the Purchased Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them so evaluated the merits and understands the information contained therein, prior to the execution risks of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this such investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating is able to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, an investment in the Purchased Securities have not been registered under the 1933 Act or under the securities laws of any state and, thereforeat the present time, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws is able to afford a complete loss of such states, or an exemption from such registration is available. In particular, investment; 3.2.7 the Buyer is aware acknowledges that it has been afforded, (i) the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask such questions of as it has deemed necessary of, and to receive answers from a person or persons acting on behalf from, representatives of the Company Corporation concerning the terms and conditions of the offering of the Purchased Securities and the business, merits and risks of investing in the Purchased Securities; (ii) access to information about the Corporation and its financial condition, results of operations operations, business, properties, management and prospects of the Company, and all such questions have been answered sufficient to the full satisfaction of the Buyer and enable it to evaluate its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationshipinvestment; and (iiiii) no Securities were offered the opportunity to obtain such additional information that the Corporation possesses or sold can acquire without unreasonable effort or expense that is necessary to it by means of any form of general solicitation make an informed investment decision with respect to the investment; 3.2.8 other than to other Persons party to this Agreement or general advertisingto the Buyer’s representatives, including, without limitation, its officers, directors, partners, legal and in connection therewithother advisors, employees, agents and Affiliates, the Buyer did has maintained the confidentiality of all disclosures made to it in connection with this Agreement and the transactions contemplated herein (including the existence and terms of this Agreement); and 3.2.9 other than consummating the transactions contemplated hereunder, the Buyer has not: , nor has any Person acting on behalf of or pursuant to any understanding with the Buyer, directly or indirectly executed any purchases or sales, including short sales, of the securities of the Corporation during the period commencing as of the time that such Buyer first received a term sheet (Awritten or oral) receive from the Corporation or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; orPerson representing the Corporation setting forth the material pricing terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof.

Buyer’s Representations and Warranties. The Buyer represents and warrants to and covenants and agrees with the Company thatas follows: a. The A. Buyer has full power is purchasing the Debenture, the Additional Shares and authority the Common Stock issuable upon conversion or redemption of the Debenture in addition to enter into any additional shares issued as a result of the Company's failure to comply with the provisions of the Debenture (the "Conversion Shares" and, collectively with the Debenture and the Additional Shares, the "Securities") for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. B. Buyer is (i) an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating the execution relative merits and delivery risks of which an investment in the Securities, and (iv) able to afford the loss of its investment in the Securities. C. Buyer understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Securities; D. Buyer understands that the Securities have not been approved or disapproved by the Securities and Exchange Commission (the "Commission") or any state or provincial securities commission. E. This Agreement has been duly authorized and this Agreement constitutes validly authorized, executed and delivered by Buyer and is a valid and legally binding obligation agreement of the BuyerBuyer enforceable against it in accordance with its terms, except as may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of creditors' rights of creditors, and remedies generally and except as enforceability of the obligations hereunder are subject rights to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity indemnity and contribution may be limited by federal or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and or the provisions of this Agreementpublic policy underlying such laws. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Buyer represents and warrants to and covenants and agrees with the Company thatas follows: a. The A. Buyer has full power is purchasing the Debenture and authority to enter into the Common Stock issuable upon conversion or redemption of the Debenture (the "CONVERSION SHARES" and, collectively with the Debenture and the Warrant Shares, the "SECURITIES") for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. B. Buyer is and shall remain at all times until issuance of all of the Securities (i) an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating the execution relative merits and delivery risks of which an investment in the Securities, and (iv) able to afford the loss of its investment in the Securities. C. Buyer understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act as set forth in Rule 506 of Regulation D promulgated by the Securities and Exchange Commission (the "Commission")and equivalent state securities and "blue sky" laws, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Securities; D. Buyer understands that the Securities have not been approved or disapproved by the Commission or any state or provincial securities commission. E. This Agreement has been duly authorized and this Agreement constitutes validly authorized, executed and delivered by Buyer and is a valid and legally binding obligation agreement of the BuyerBuyer enforceable against it in accordance with its terms, except as may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of creditors' rights of creditors, and remedies generally and except as enforceability of the obligations hereunder are subject rights to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity indemnity and contribution may be limited by federal or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and or the provisions of this Agreementpublic policy underlying such laws. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company thatSeller, Xxxxxx and Pauson as follows: a. 8.1 Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the Commonwealth of Pennsylvania. 8.2 The Buyer has full power and authority to enter into this Agreement, the execution and delivery of which has this Agreement to the Seller and the purchase of the Assets and Business have been duly authorized by Buyer's Board of Directors and this Agreement constitutes a the valid and legally binding obligation of the Buyer, Buyer enforceable against it in accordance with its terms except as such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium and similar insolvency or other laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability the 8.3 Resolutions of the obligations hereunder are subject Board of Directors of Buyer authorizing the transactions set forth in this Agreement will be provided to general principles Seller at Closing. 8.4 The consummation of equity (regardless of whether such enforceability is considered the transactions contemplated by this Agreement and compliance with the provisions hereof will not conflict with or result in a proceeding in equity breach or default under Buyer's Articles of Incorporation or by-laws, or any agreement to which Buyer is a party or by which it is bound, or any provision of law), order of any court or other governmental agency. b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and8.5 There is no litigation or proceedings pending, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants or threatened to the Company and its affiliates as follows: i. The knowledge of Buyer, nor does Buyer realizes that the know of any basis for the exemption from registration may not be available if, notwithstanding the such action which would materially or adversely affect Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed 's ability or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme right to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or perform any of its employeesobligations hereunder or consummate the transactions contemplated herein. 8.6 All financial documentation provided by Buyer to Seller in connection with this transaction are true and correct. 8.7 Unless so directed by applicable governmental authority, agentspursuant to any applicable federal, sub-agents state or advisors with respect to local law, rule or regulation, for a period of sixty (60) days following the legalClosing Date, tax, economic Buyer shall not cease the operations of the Business. 8.8 The representations and related considerations involved warranties of Buyer in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company Agreement do not contain and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell contain any untrue statement or otherwise transfer any Securities without registration under the 1933 Act omit or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any will omit to state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; ormaterial fact necessary

Buyer’s Representations and Warranties. The (a) Buyer hereby represents and warrants to Seller, as of the Company that: a. The date hereof and as of the Closing, that Buyer has full the requisite power and authority and has been duly authorized to enter into and perform its obligations under this Agreement, which is valid, binding, and enforceable against Buyer in accordance with its terms and does not violate any agreement or other requirement to which Buyer is a party or to which it is subject. (b) Buyer acknowledges that, except as otherwise expressly set forth in this Agreement to the contrary: (i) neither Seller, nor anyone acting for or on behalf of Seller, has made any representation, warranty, promise or statement, express or implied, to Buyer, or to anyone acting for or on behalf of Buyer, concerning the Property, (ii) in entering into this Agreement, and closing the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation purchase of the BuyerProperty contemplated under this Agreement, except as may be limited by bankruptcyBuyer has not relied on any representation, reorganizationwarranty, insolvencypromise or statement, moratorium and similar laws express or implied, of general application relating to Seller, or affecting the enforcement anyone acting for or on behalf of rights of creditorsSeller, and except as enforceability (iii) AS A MATERIAL INDUCEMENT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY SELLER, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, BUYER IS PURCHASING THE PROPERTY IN AN “AS-IS, WHERE-IS” CONDITION AND WITH ALL FAULTS. Without limiting the generality of the obligations hereunder are subject foregoing, there is no express or implied warranty of merchantability, habitability or of fitness for a particular purpose made by Seller regarding the Property. Buyer represents to general principles of equity (regardless of whether Seller that Buyer has either conducted or shall have an adequate opportunity to conduct such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale investigations of the Series C Shares Property, including, but not limited to, the physical and environmental conditions thereof, as Buyer deems necessary to satisfy itself as to the condition of the Property and the shares existence or nonexistence of, or curative action taken or to be taken with respect to, any hazardous or toxic substances on or discharged from the Property and will rely solely upon same and not upon any information provided by or on behalf of common stock issuable upon conversion Seller or any of its agents or employees with respect thereto. Upon Closing, to the extent permitted by Missouri and Federal law, Buyer shall assume the risk that adverse matters, including, but not limited to, adverse physical and environmental conditions and matters that may have been revealed by a survey of the Series C Shares (such shares Property or investigations of common stock being collectively referred to herein as the “Conversion Shares” andProperty, collectively with the Series C Sharesincluding, but not limited to, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, physical and the provisions of Regulation D promulgated thereunder. In furtherance environmental conditions thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the revealed by Buyer’s representations contained investigations, and Buyer, upon Closing, shall be deemed to have waived, relinquished and released Seller and all of its agents and employees from and against all claims, demands, causes of action (including, without limitation, causes of action in tort), losses, damages, liabilities, costs and expenses of any and every kind or character, known or unknown, which Buyer might have asserted or alleged against Seller or any of its agents or employees at any time by reason of or arising out of any defects, physical conditions, violations of any applicable laws, rules, regulations, or ordinances (including, without limitation, any environmental, housing, or rent control laws, rules, regulations, or ordinances) and any and all other acts, omissions, events, circumstances, or matters regarding the Property or its occupancy or operation. To the extent required by Missouri and Federal law, Buyer agrees that if any clean-up, remediation or removal of hazardous substances or other environmental conditions on the Property is required after the date of Closing, such clean-up, removal or remediation shall be the responsibility of, and shall be performed at the sole cost and expense of, Buyer. The provisions of this Section shall not merge with the delivery of the deed as contemplated herein, and shall survive the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions consummation of the 1933 Act or transaction contemplated hereunder and any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution other termination of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company thatSeller: a. The (a) Buyer has the full power and authority to enter into and perform this Agreement according to the terms hereof and the individual executing this Agreement on behalf of Buyer is authorized to do so. (b) This Agreement and all documents required hereby to be executed by Buyer are and shall be valid, legally binding obligations of, and enforceable against Buyer, in accordance with their terms. (c) Buyer shall verify that the physical condition of the Property, including the soils, geographical and topographical features, zoning and all other relevant factors, is satisfactory to permit Buyer's intended use of the Property and that all necessary or appropriate utilities, including, but not limited to, water (both domestic and for fire prevention), sanitary sewer, electrical, and telephone, will be available to the Property. All information Seller provides to Buyer is provided solely as a courtesy, without any representation or warranty whatsoever. Buyer has or will have an adequate opportunity to inspect, examine and evaluate the Property. In purchasing the Property, Buyer is relying solely on the results of its inspections, examinations and evaluations and not on any representation or warranty made by Seller, except for the representations and warranties set forth in this Agreement. Buyer shall acquire the Property in an "as is" and "where is" condition. Buyer acknowledges that any information of any type which Buyer has received or may receive from Seller or Seller's agents, including, without limitation, an environmental site assessment, is furnished on the express condition that Buyer shall make an independent verification of the accuracy of such information, all such information being furnished without any representation or warranty whatsoever. Buyer acknowledges having the opportunity to inspect the Property, to observe its physical characteristics and existing conditions and having the opportunity to conduct such investigations and studies on and of the Property and adjacent areas as it deems necessary. Except as set forth in this Agreement, Buyer assumes the execution risk of changes in applicable laws and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application regulations relating to or affecting past, present and future environmental conditions on the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares Property and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” andrisk that adverse physical characteristics and conditions, collectively with the Series C Sharesincluding, without limitation, the “Securities”) is intended to be exempt from registration under the 1933 Actpresence of hazardous substances or other contaminants, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not risehave been revealed by its investigation. The representations, warranties and covenants of Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on Section shall survive the advice of, or has consulted with, only its AdvisorsClosing. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that: a. The Buyer has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C B Shares and the shares of common stock issuable upon conversion of the Series C B Shares (such shares of common stock being collectively referred to herein as the “"Conversion Shares” " and, collectively with the Series C B Shares, the “"Securities”") is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) } promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s 's representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 0000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s 's own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s 's investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s 's attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “"Advisors”") has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s 's entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “"Risk Factors” " in the Company’s 's SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “"restricted securities,” " as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means 'of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) Bl attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; oror (C) observe any website or filing of the Company with the SEC in which any offering of securities by the Company was described and as a result learned of any offering of securities by the Company. h. The Buyer has taken no action that would give rise to any claim by any person for brokerage commissions, finders' fees or the like relating to this Agreement or the transactions contemplated hereby. i. The Buyer is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D.

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that: a. The Buyer has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C B Shares and the shares of common stock issuable upon conversion of the Series C B Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C B Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx1933 Act. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register met or until the Securities on behalf of the Buyerare registered. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; oror (C) observe any website or filing of the Company with the SEC in which any offering of securities by the Company was described and as a result learned of any offering of securities by the Company. h. The Buyer has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby. i. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.

Buyer’s Representations and Warranties. The Buyer represents and warrants to Seller as of the Company date hereof, and the Closing Date that: a. The (a) Buyer is a Delaware limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified to carry on its business in those states where it is required to do so; (b) Buyer has full all requisite power and authority to carry on its business as presently conducted, to enter into this Agreement and the other documents and agreements contemplated hereby, and to perform it obligations under this Agreement and the other documents and agreements contemplated hereby. The consummation of the transactions contemplated by this Agreement will not violate, nor be in conflict with, any provision of Buyer's articles of incorporation, partnership agreement(s), by-laws or governing documents or any material agreement or instrument to which it is a party or by which it is bound, or any judgment, decree, order, statute, rule, or regulation applicable to Buyer; (c) the execution, delivery and performance of this Agreement and the transactions contemplated hereunder have been duly and validly authorized by all requisite authorizing action, corporate, partnership or otherwise, on the part of Buyer; (d) this Agreement, the execution and delivery of which has been duly authorized all documents and this Agreement constitutes a instruments required hereunder to be executed and delivered by Buyer at Closing, constitute legal, valid and legally binding obligation obligations of the BuyerBuyer in accordance with their respective terms, except as may be limited by bankruptcy, reorganization, insolvency, moratorium subject to applicable bankruptcy and other similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to creditors; (e) there are no bankruptcy, reorganization or receivership proceedings pending, being contemplated by, or to the actual knowledge of Buyer threatened against Buyer; (f) Buyer has not incurred any obligation or liability, contingent or otherwise, for brokers' or finders' fees in connection with this Agreement and the transaction provided herein; (g) Buyer is an investment experienced and knowledgeable investor and operator in the Company. v. The oil and gas business. Prior to entering into this Agreement, Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested was advised by the Buyer, if any, and has carefully reviewed them relied solely on its own expertise and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic reservoir engineering, and related considerations involved in other professional counsel concerning this investment. The Agreement, the Assets and the value thereof; and (h) Buyer has relied on arranged to comply with all applicable laws, ordinances, rules and regulations, and Buyer shall promptly obtain prior to Closing, and maintain in force thereafter, all permits, licenses, authorizations, bonds and other matters required by public authorities in connection with the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company ownership and a purchase operation of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filingsAssets after Closing. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Buyer represents and warrants to and covenants and agrees with the Company thatas follows: a. The A. Buyer has full power is purchasing the Preferred Shares, the Warrants, the Common Stock issuable upon exercise of the Warrants (the "WARRANT SHARES"), the Common Stock, if any, issuable in payment of dividends on the Preferred Shares (the "DIVIDEND SHARES"), and authority to enter into the Common Stock issuable upon conversion or redemption of the Preferred Shares (the "CONVERSION SHARES" and, collectively with the Preferred Shares, the Warrants, the Warrant Shares and the Dividend Shares, the "SECURITIES") for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. B. Buyer is (i) an "ACCREDITED INVESTOR" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating the execution relative merits and delivery risks of which an investment in the Securities, and (iv) able to afford the loss of its investment in the Securities. C. Buyer understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Securities; D. Buyer understands that the Securities have not been approved or disapproved by the Securities and Exchange Commission (the "COMMISSION") or any state securities commission. E. This Agreement has been duly authorized and this Agreement constitutes validly authorized, executed and delivered by Buyer and is a valid and legally binding obligation agreement of the BuyerBuyer enforceable against it in accordance with its terms, except as may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of creditors' rights of creditors, and remedies generally and except as enforceability of rights to indemnity and contribution may be limited by federal or state securities laws or the obligations hereunder are subject to general principles of equity (regardless of whether public policy underlying such enforceability is considered in a proceeding in equity or law)laws. b. The F. Neither Buyer acknowledges nor its understanding that affiliates nor any person acting on its or their behalf has the offering and sale intention of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” andentering, collectively with the Series C Sharesor will enter into, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants prior to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection withclosing, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investmentput option, has adequate means for providing for its current needs and contingencies, and has no need for liquidity short position or other similar instrument or position with respect to an investment in the Company. v. The Common Stock and neither Buyer and the Buyer’s attorneynor any of its affiliates nor any person acting on its or their behalf will use at any time shares of Common Stock acquired pursuant to this Agreement to settle any put option, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not short position or other similar instrument or position that may have been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, entered into prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The G. Buyer understands that any sales or transfers there will be no market for the Preferred Shares, that there are significant restrictions on the transferability of the Securities are further restricted by state securities laws Preferred Shares and the provisions of this Agreement. f. The Buyer and its Advisorsthat, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; orfor these

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company Corporation that: a. The 3.2.1 the Buyer is a corporation duly incorporated and validly existing under the laws of Delaware; 3.2.2 the execution, delivery and performance of this agreement has full power and authority to enter into this Agreement, been duly authorized by all necessary corporate action on the part of the Buyer; 3.2.3 the execution and delivery of this Agreement and performance by the Buyer of the transactions contemplated herein have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of the Buyer. This Agreement and related documents to which it is a party has been duly authorized executed by the Buyer, and this Agreement constitutes a when delivered by the Buyer in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Buyer, except enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by bankruptcyapplicable law; 3.2.4 the Buyer is acquiring the Purchased Shares as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Purchased Shares (this representation and warranty not limiting such Buyer’s right to sell the Purchased Shares in compliance with applicable securities laws); 3.2.5 at the time the Buyer was offered the Purchased Shares, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditorsit was, and except as enforceability of the obligations hereunder are subject to general principles of equity date hereof it is: (regardless of whether such enforceability is considered i) an “accredited investor” as defined in a proceeding in equity Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”a)(8) is intended to be exempt from registration under the United States Securities Act of 1933 Act, by virtue of or (ii) a “qualified institutional buyer” as defined in Rule 506(b144A(a) promulgated under the United States Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows:; i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding 3.2.6 the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed either alone or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not together with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investmentits representatives, has adequate means for providing for its current needs and contingenciessuch knowledge, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge sophistication and experience in business and financial and business matters so as to be capable of evaluating the merits and risks of a the prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if anyPurchased Shares, and has carefully reviewed them so evaluated the merits and understands the information contained therein, prior to the execution risks of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this such investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating is able to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, an investment in the Securities have not been registered under the 1933 Act or under the securities laws of any state Purchased Shares and, thereforeat the present time, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws is able to afford a complete loss of such states, or an exemption from such registration is available. In particular, investment; 3.2.7 the Buyer is aware acknowledges that it has been afforded, (i) the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask such questions of as it has deemed necessary of, and to receive answers from a person or persons acting on behalf from, representatives of the Company Corporation concerning the terms and conditions of the offering of the Purchased Shares and the business, merits and risks of investing in the Purchased Shares; (ii) access to information about the Corporation and its financial condition, results of operations operations, business, properties, management and prospects of the Company, and all such questions have been answered sufficient to the full satisfaction of the Buyer and enable it to evaluate its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationshipinvestment; and (iiiii) no Securities were offered the opportunity to obtain such additional information that the Corporation possesses or sold can acquire without unreasonable effort or expense that is necessary to it by means of any form of general solicitation make an informed investment decision with respect to the investment; 3.2.8 other than to other Persons party to this Agreement or general advertisingto the Buyer’s representatives, including, without limitation, its officers, directors, partners, legal and in connection therewithother advisors, employees, agents and Affiliates, the Buyer did has maintained the confidentiality of all disclosures made to it in connection with this Agreement and the transactions contemplated herein (including the existence and terms of this Agreement); and 3.2.9 other than consummating the transactions contemplated hereunder, the Buyer has not: , nor has any Person acting on behalf of or pursuant to any understanding with the Buyer, directly or indirectly executed any purchases or sales, including short sales, of the securities of the Corporation during the period commencing as of the time that such Buyer first received a term sheet (Awritten or oral) receive from the Corporation or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; orPerson representing the Corporation setting forth the material pricing terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof.

Buyer’s Representations and Warranties. The Buyer represents and warrants to and covenants and agrees with the Company thatas follows: a. The A. Buyer has full power is purchasing the Debenture and authority to enter into the Common Stock issuable upon conversion or redemption of the Debenture (the "CONVERSION SHARES" and, collectively with the Debenture and the Warrant Shares, the "SECURITIES") for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. B. Buyer is and shall remain at all times until issuance of all of the Securities (i) an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating the execution relative merits and delivery risks of which an investment in the Securities, and (iv) able to afford the loss of its investment in the Securities. C. Buyer understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act as set forth in Rule 506 of Regulation D promulgated by the Securities and Exchange Commission (the "COMMISSION") and equivalent state securities and "blue sky" laws, and that the Company is relying upon the accuracy of and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Securities; D. Buyer understands that the Securities have not been approved or disapproved by the COMMISSION or any state or provincial securities commission. E. This Agreement has been duly authorized and this Agreement constitutes validly authorized, executed and delivered by Buyer and is a valid and legally binding obligation agreement of the BuyerBuyer enforceable against it in accordance with its terms, except as may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of creditors' rights of creditors, and remedies generally and except as enforceability of the obligations hereunder are subject rights to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity indemnity and contribution may be limited by federal or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and or the provisions of this Agreementpublic policy underlying such laws. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The 15.1 Buyer represents does hereby represent and warrants warrant to Seller as of the Contract Date and the Closing Date that it is a validly formed limited liability company under the laws of Delaware; that it is in good standing in the state of its organization; that it is not subject to any involuntary proceeding for the dissolution or liquidation thereof; that, in the event it does not terminate this Agreement prior to the Company that: a. The Buyer has full power and authority Inspection Date, it shall, prior to Closing, have obtained all requisite authorizations to enter into this Agreement, Agreement with Seller and to consummate the execution transactions contemplated hereby; and delivery that the parties executing this Agreement on behalf of which has been Buyer are duly authorized to so do. 15.2 Buyer does hereby represent and this Agreement constitutes a valid and legally binding obligation warrant to Seller as of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium Contract Date and similar laws of general application relating to or affecting the enforcement of rights of creditorsClosing Date that Buyer is not, and except as enforceability will not be, a person or entity with whom Seller is restricted from doing business under the USA Patriot Act and/or Anti-Terrorism Laws, including without limitation persons and entities named on the Office of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law)Foreign Asset Control Specially Designated Nationals and Blocked Persons List. b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”a) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on an “employee benefit plan” as defined in Section 3(3) of the Company or any Employee Retirement Income Security Act of its employees1974 (“ERISA”), agents, sub-agents or advisors with respect which is subject to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice ofTitle I of ERISA, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase “plan” as defined in Section 4975(e)(1) of the SecuritiesCode, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss which is subject to Section 4975 of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationshipCode; and (iib) no Securities were based on the publicly offered or sold to it by means securities exemption of any form of general solicitation or general advertising, and in connection therewithapplicable plan asset regulations, the assets of Buyer did not: do not constitute “plan assets” of one or more such plans for purposes of Title I of ERISA or Section 4975 of the Code; and (Ac) receive Buyer is not a “governmental plan” within the meaning of Section 3(32) of ERISA, and, based on the publicly offered securities exemption of applicable plan asset regulations, assets of Buyer do not constitute plan assets of one or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; ormore such plans.

Buyer’s Representations and Warranties. The Buyer represents and warrants to and covenants and agrees with the Company that: a. The Buyer has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the A. Buyer is merely acquiring purchasing the Securities Notes for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s 's own beneficial account, for investment purposespurposes only, and not with a view towards, towards or resale in connection with, any with the public sale or distribution thereof in violation of the SecuritiesSecurities Act. iv. The B. Buyer has is (i) an "accredited investor" within the financial ability to bear meaning of Rule 501 of Regulation D under the economic risk Securities Act, (ii) experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of Buyer’s investment's business and financial experience, has adequate means for providing for its current needs of evaluating the relative merits and contingencies, and has no need for liquidity with respect to risks of an investment in the Company. v. The Buyer Notes and (iv) able to afford the loss of Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective 's investment in the Securities. The Notes. C. Buyer also represents it has understands that the Notes are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Notes. D. Buyer understands that the Notes have not been organized solely for approved or disapproved by the purpose of acquiring Securities and Exchange Commission (the Securities"Commission") or any state securities commission. vii. The E. This Agreement has been duly and validly authorized, executed and delivered by Buyer, and is a valid and binding agreement of Buyer (together enforceable against Buyer in accordance with its Advisorsterms, if anysubject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and except as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. F. Neither Buyer nor Buyer's affiliates, nor any other person acting on their behalf, has the intention of entering, or prior to the Initial Closing Date (as defined below) has received all documents requested by will enter into, any put option, short position or other similar instrument or position with respect to the Buyer, if anyCommon Stock, and has carefully reviewed them and understands the information contained thereinneither Buyer nor any of Buyer's affiliates nor any person acting on their behalf will at any time use shares of Common Stock acquired pursuant to this Agreement to settle any put option, short position or other similar instrument or position that may have been entered into prior to the execution of this Agreement. c. The G. Buyer is understands that there will be no market for the Notes, that there are significant restrictions on the transferability of the Notes, and that, for these and other reasons, Buyer may not relying on be able to liquidate an investment in the Notes for an indefinite period of time. H. Buyer acknowledges that the Company's articles of incorporation provide that no person or entity may become the beneficial owner of 5% or more of the Company's shares of capital stock of every series and class unless such person or entity agrees to provide personal background and financial information to gaming authorities, consents to a background investigation, and responds to questions from gaming authorities. Buyer further acknowledges that the Company may, pursuant to the terms of its articles of incorporation, repurchase shares held by any person or entity whose status as a shareholder jeopardizes the approval, continued existence, or renewal by any gaming authority of a tribal, federal or state license or franchise held by the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investmentsubsidiaries. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer foregoing restrictions will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published contained in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; orlegend on each certificate of Common Stock.

Buyer’s Representations and Warranties. The Buyer represents hereby represents, warrants and warrants covenants to Seller that the Company that:statements below in this Section 13 are each true as of the Effective Date and as of the Closing Date. a. The (a) Buyer is a Delaware limited liability company and Xxxxx has the full right, capacity, power and authority to enter into and carry out the terms of this Agreement. This Agreement has been duly executed by Xxxxx, and upon delivery to and execution by Seller shall be a valid and binding agreement of Buyer. (b) Buyer and any entity or person that owns or controls Buyer are not bankrupt or insolvent under any applicable federal or state standard, have not filed for protection or relief under any applicable bankruptcy or creditor protection statute and have not been threatened by creditors with an involuntary application of any applicable bankruptcy or creditor protection statute. Xxxxx is not entering into the transactions described in this Agreement intending to defraud any creditor or to prefer the rights of one creditor to any other. Buyer and Seller have negotiated this Agreement at arm’s-length and the consideration paid represents fair value for the assets to be transferred. (c) As of the Effective Date and as of the Closing Date, Buyer is in full compliance with the Single Purpose Entity Provisions set forth in Exhibit A of the Note. (x) Xxxxx has had the opportunity to, and Xxxxxx has encouraged Xxxxx to, inspect, review and become familiar with all matters that Xxxxx believes pertinent to its ownership, operation and maintenance of the Property. Buyer has or will make such independent investigations, inspections, analyses and research as Buyer has deemed necessary or appropriate (or, in the alternative, Buyer has elected at its risk not to make such investigations, inspections, analyses and research), concerning the condition, ownership, use and operation of the Property, including, but not limited to, investigations, inspections, analyses and research of: (A) present and future Laws, including, without limitation, zoning, subdivision, environmental and other such Laws; (B) the obligations of the owner of the Property under all documents disclosed in the Buyer’s Title Report; (C) the necessity and availability of any entitlements or development approvals and permits; (D) the necessity or existence of any and all development costs, dedications, fees, charges or assessments that may be imposed or required to be paid in connection with any Laws or the obtaining of any development approvals, permits or entitlements or otherwise in connection with the development of the Property, all of which shall be the responsibility of Buyer; (E) the economic value of the Property; (F) the seismic and structural integrity of any improvements constructed or installed on the Property; (G) the size, dimensions, location and topography of the Property; (H) any surface, soil, subsoil, geologic or ground water conditions or other physical conditions of or affecting the Property, such as aircraft overflight, traffic, climate, drainage and air; (I) the extent or condition of title to the Property and the extent of existing liens and encumbrances against the Property; (J) the possibility of future fees and assessments or increases in existing fees and assessments by one or more governmental authorities; (K) the presence, use, transportation or storage of Hazardous Material on, over, under or nearby the Property; (L) the presence on the Property of threatened and endangered species under the Endangered Species Act; (M) the availability, character, quality, composition and/or adequacy of access to the Property; (N) the location on or near the Property of any earthquake faults; and (O) the availability or quality of reclaimed water provided by any utility company or governmental authority. The term “Laws” means shall mean all federal, state and local laws, statutes, codes, ordinances, rules, regulations, restrictions and limitations as they may be amended from time to time. The term “Laws” shall include Environmental Laws. (e) Subject to the representations and warranties of Seller set forth in Section 12, Buyer is relying solely upon its own inspections, investigations, research and analyses of the foregoing matters in entering into this Agreement and is not relying in any way upon any representations, warranties, statements, plans, specifications, cost estimates, studies, reports, descriptions, guidelines or other information or material furnished by Seller or its representatives to Buyer or its representatives, whether oral or written, including, without limitation, the materials specified in the Property Documents or the Buyer’s Title Report, express or implied, of any nature whatsoever regarding any such matters. Seller makes no express or implied representation or warranty of any kind or nature as to the accuracy or completeness of the Property Documents or the Buyer’s Title Report, and Seller shall have no liability or responsibility to Buyer of any kind or nature resulting from the furnishing or use of the Property Documents or Buyer’s Title Report by Buyer, all of which Buyer shall verify to its own satisfaction and all of which Buyer shall use and rely on solely at its own risk. (f) Except for the representations and warranties of Seller expressly set forth in Section 12 and the covenants and agreements of Seller expressly set forth in this Agreement: (a) Buyer accepts the Property “AS-IS, WHERE-IS, WITH ALL FAULTS” in its existing state and condition at the Closing; (b) Buyer accepts the Property subject to any and all Laws which are now or may hereafter be imposed on or against the Property by any governmental authority; (c) Seller is not obligated to do any processing, grading, restoration, repairs or other work of any kind or nature whatsoever on or with respect to the Property and, without limiting the generality of the foregoing, Seller is not responsible for any work on or improvement of the Property necessary to cause the Property to meet any applicable Laws, to be suitable for any particular use, or to repair, retrofit or support any portion of the improvements constructed on the Property due to the seismic or structural integrity (or any deficiencies therein) of such improvements; (d) Buyer accepts the Property in the condition, and state of repair or lack of repair of the improvements or any other portion of the Property; (e) Buyer accepts all of the restrictions, obligations, rights of way or conditions affecting the ownership, use, operation, development or operation of the Property; (f) Buyer accepts the Property in its existing condition with respect to (i) the existence of Hazardous Material from, to or on the Property, whether or not the existence of such matters is disclosed in Buyer’s inspections, research, investigations and analyses, if any, and (ii) the compliance of the Property with all Laws; (g) Buyer acknowledges that Seller has not warranted and does not hereby warrant that any improvements located on the Property will meet or comply with the requirements of any health, fire, building, zoning, or safety code, ordinance or regulation of the state of California, or City of Pittsburg, or any other authority or jurisdiction and that Seller has not warranted and does not hereby warrant that the Property will meet or satisfy any particular use, purpose, development or operation; and (h) no patent or latent condition affecting the Property in any way, whether or not known or discoverable or hereafter discovered, shall affect Buyer’s obligation to purchase the Property or to perform any other act otherwise to be performed by Buyer under this Agreement, nor shall any such condition give rise to any action, proceeding, right of damage or rescission or other claim against Seller. Without limiting the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation generality of the Buyerforegoing, except as may be limited by bankruptcyXxxxx acknowledges and agrees that Seller specifically disclaims any responsibility for and opinions, reorganization, insolvency, moratorium and similar laws of general application relating to conclusions or affecting work product contained within the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law)Property Documents. b. The (g) Except for the Excluded Claims (defined below) and to the fullest extent permitted by Law, from and after the Close of Escrow, Buyer acknowledges (and its understanding that the offering successors and sale of the Series C Shares assigns) shall indemnify, defend (with counsel reasonably acceptable to Seller), protect and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amendedhold harmless Seller, and the provisions other Indemnitees from and against any and all claims, suits, liabilities, losses, costs, expenses (including, without limitation, reasonable attorneys’ fees and costs) and damages of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants any kind or character to any person or property arising from or relating to the Company Property after the Close of Escrow and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, ownership and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any further development thereof (collectively, the “AdvisorsPost-Closing Claims”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities). vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Buyer represents hereby represents, warrants and warrants covenants to Seller as of the Company thatEffective Date and Closing, as follows: a. The (a) Buyer is duly authorized, validly existing and in good standing in the jurisdiction in which it was formed and is authorized to do business in the State of Washington. (b) This Agreement has been duly authorized, executed and delivered by Buyer and is a valid and binding obligation of Buyer. Buyer has the full right, power and authority to enter into purchase and acquire the Property from Seller as provided in the Agreement and to carry out its obligations hereunder. The individual(s) executing this AgreementAgreement (and the instruments and documents referenced in this Agreement in connection with Closing) on behalf of Buyer have the legal right, power and authority to bind Buyer to the terms hereof and thereof. This Agreement and all instruments, documents, and agreements to be executed by Buyer in connection with this Agreement are valid, binding and enforceable obligations of Buyer. Neither the execution and delivery of which has been duly authorized and this Agreement nor the consummation of the transactions contemplated hereby: (a) conflicts with or will result in a breach of any law, regulation, writ, injunction or decree of any court or governmental instrumentality applicable to Buyer; or (b) constitutes a valid breach of any agreement to which Buyer is a party or by which Buyer is bound. (c) Buyer and legally binding obligation of Buyer’s affiliates under common ownership and control have not (i) made a general assignment for the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights benefit of creditors, and except as enforceability (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Buyer’s creditors, (iii) suffered the obligations hereunder are subject appointment of a receiver to general principles take possession of equity all or substantially all of Buyer’s assets, or (regardless iv) suffered the attachment or other judicial seizure of whether such enforceability is considered in a proceeding in equity all or law)substantially all of Buyer’s assets. b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” andd) Neither Buyer, collectively with the Series C Sharesnor any person controlling or controlled by Buyer, the “Securities”) is intended to be exempt from registration under the 1933 Acta country, by virtue of Rule 506(b) promulgated under the Securities Act of 1933territory, as amendedindividual or entity named on a Government List, and the provisions of Regulation D promulgated thereunder. In furtherance thereofmonies used in connection with this Agreement and amounts committed with respect thereto, the Buyer represents were not and warrants to the Company are not derived from any activities that contravene any applicable anti-money laundering or anti-bribery laws and its affiliates as follows: i. The Buyer realizes that the basis for the exemption regulations (including funds being derived from registration may not be available ifany person, notwithstanding the Buyer’s representations contained hereinentity, the Buyer is merely acquiring the Securities for country or territory on a fixed Government List or determinable period engaged in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions unlawful activity defined under Title 18 of the 1933 Act or United States Code, Section 1956(c)(7)). For purposes of this paragraph “Government List” means any applicable state or federal securities lawsof (a) the two lists maintained by the United States Department of Commerce (Denied Persons and Entities), except sales pursuant to a registration statement or sales that are exempted under (b) the 1000 Xxx. iii. The Buyer is acquiring list maintained by the Securities solely for the Buyer’s own beneficial account, for investment purposesUnited States Department of Treasury (Specially Designated Nationals and Blocked Persons), and not with a view towards, or resale in connection with, any distribution of (c) the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested two lists maintained by the Buyer, if any, United States Department of State (Terrorist Organizations and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Debarred Parties). Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf an entity described by Section 1 of the Company concerning the offering Executive Order (No. 13,224) Blocking Premises and the businessProhibiting Transactions With Persons Who Commit, financial condition, results of operations and prospects of the Company, and all such questions have been answered Threaten to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuitCommit, or generally available; or Support Terrorism, 66 Fed. Reg. 49,079 (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; orSeptember 24, 2001).

Buyer’s Representations and Warranties. The 5.1. Buyer represents and warrants to the Company Seller that: a. (a) Buyer does not have a conflict of interest with any of its managing directors (“bestuur”) with respect to entering into the Transactions Documents or, if there is a conflict of interest it has been timely and adequately disclosed to its general meeting of shareholders and such general meeting of shareholders has not appointed other persons than its managing directors for its representation. NY12534:201913.4 (b) All corporate or other action required to be taken in order (i) to enable it lawfully to enter into, exercise its rights and perform and comply with its obligations under the Transactions Documents and (ii) to ensure that those obligations are valid, legally binding and enforceable have been taken. (c) The execution of the Transaction Documents and any other document executed or to be executed hereunder by it and the performance of obligations hereunder and thereunder and compliance with the provisions hereof and thereof are in its corporate interest (“vennootschappelijk belang”) as (i) it will, directly or indirectly, derive benefits from the entering into the Transaction Documents and this will not endanger its existence or impose an unreasonable burden on it in relation to the benefits, (ii) entering into the Transaction Documents will, directly or indirectly, be conducive to the realization of and useful in connection with it’s corporate objects and (iii) entering into the Transaction Documents will not be not prejudicial to the interests of its (present and future) creditors. (d) Buyer has not been declared bankrupt nor has it been subjected to a suspension of payment (“surseance van betaling”) nor emergency regulations (“noodregeling”) nor has it applied for a declaration of bankruptcy (“faillissement”) nor has it become subject to any analogous insolvency proceedings under any applicable law. (e) Buyer has not taken any corporate action nor have any steps been taken or legal proceedings been instituted or threatened against it for its dissolution (“ontbinding”), liquidation (“liquidatie”) or legal demerger (“juridische splitsing”) or for its being converted into a foreign entity (“conversie”) nor have any of its assets been placed under administration (“onder bewindstelling”) pursuant to such proceedings by the relevant court. (f) Buyer (i) is duly organized and validly existing under the laws of its jurisdiction of organization or incorporation and (ii) full power and authority to execute, (to the extent applicable) deliver and perform its obligations under, the Transaction Documents to which it is or will become a party. (g) Buyer’s execution, (to the extent applicable) delivery, and performance of the Transaction Documents to which it is a party have not resulted and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject, except (other than in the case of subclause (i) above) for any such breach or violation that would not have a Material Adverse Effect. (i) The Transaction Documents to which Buyer is a party are the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except that such enforceability may be limited by bankruptcy, insolvency, rehabilitation, liquidation, or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by a court’s discretion in relation to equitable remedies; and NY12534:201913.4 (ii) Other than the Regulatory Approvals, no notice to, registration with, consent or approval of or any other action by any relevant Governmental Authority or other Entity is required for Buyer to execute, deliver and perform its obligations under the Transaction Documents to which Buyer is or will become a party. (i) Without characterizing the Participation as a “security” within the meaning of applicable securities laws, Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in compliance with Section 12. (j) Buyer (i) is able to bear the economic risk associated with the purchase of the Participation, (ii) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (iii) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Buyer has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Buyer acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation purchase of the BuyerParticipation is prudent. (k) Except as otherwise provided in this Agreement, except as may be limited by bankruptcyBuyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, reorganizationaffairs, insolvencyfinancial condition or business of any Obligor, moratorium and similar laws or any other matter concerning any Obligor. (i) Less than 25% in the aggregate, of general application relating to or affecting the enforcement of rights of creditorsParticipation is being purchased by, and except as enforceability shall at all times be held by, Benefit Plans and (ii) to the extent that any interest in the Participation is being acquired by or on behalf of the obligations hereunder are subject to general principles of equity (regardless of whether an Entity that is, or at any time while such enforceability interest is considered in held thereby will be, a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C SharesBenefit Plan, the “Securities”transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic purchase and related considerations involved in this investment. The Buyer has relied on holding of the advice of, or has consulted with, only its AdvisorsParticipation and the exercise of Buyer’s rights thereunder. d. The Buyer has carefully considered (m) Without characterizing the potential risks relating to the Company and Participation as a purchase of the Securitiessecurity, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are an “restricted securities,accredited investor” as such term is defined in Rule 144501 under the Securities Act. NY12534:201913.4 5.2. Except as expressly stated in this Agreement and, and they may not be sold pursuant if applicable, the Deed of Assignment of Receivables, Buyer makes no representations or warranties, express or implied, with respect to Rule 144 unless all the Transaction. 5.3. Buyer acknowledges that (a) Seller’s sale of the conditions of Rule 144 are met. The Participation to Buyer also understands that the Company is under irrevocable and (b) Buyer shall have no obligation recourse to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its AdvisorsSeller, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: except for (i) the Buyer was contacted regarding the sale Seller’s breaches of the Securities by the Company (its representations, warranties or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; covenants and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertisingSeller’s indemnities, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published each case as expressly stated in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; orthis Agreement.

Buyer’s Representations and Warranties. The 5.1. Buyer represents and warrants to the Company Seller that: a. (a) Buyer does not have a conflict of interest with any of its managing directors (“bestuur”) with respect to entering into the Transactions Documents or, if there is a conflict of interest it has been timely and adequately disclosed to its general meeting of shareholders and such general meeting of shareholders has not appointed other persons than its managing directors for its representation. NY12534:201921.4 (b) All corporate or other action required to be taken in order (i) to enable it lawfully to enter into, exercise its rights and perform and comply with its obligations under the Transactions Documents and (ii) to ensure that those obligations are valid, legally binding and enforceable have been taken. (c) The execution of the Transaction Documents and any other document executed or to be executed hereunder by it and the performance of obligations hereunder and thereunder and compliance with the provisions hereof and thereof are in its corporate interest (“vennootschappelijk belang”) as (i) it will, directly or indirectly, derive benefits from the entering into the Transaction Documents and this will not endanger its existence or impose an unreasonable burden on it in relation to the benefits, (ii) entering into the Transaction Documents will, directly or indirectly, be conducive to the realization of and useful in connection with it’s corporate objects and (iii) entering into the Transaction Documents will not be not prejudicial to the interests of its (present and future) creditors. (d) Buyer has not been declared bankrupt nor has it been subjected to a suspension of payment (“surseance van betaling”) nor emergency regulations (“noodregeling”) nor has it applied for a declaration of bankruptcy (“faillissement”) nor has it become subject to any analogous insolvency proceedings under any applicable law. (e) Buyer has not taken any corporate action nor have any steps been taken or legal proceedings been instituted or threatened against it for its dissolution (“ontbinding”), liquidation (“liquidatie”) or legal demerger (“juridische splitsing”) or for its being converted into a foreign entity (“conversie”) nor have any of its assets been placed under administration (“onder bewindstelling”) pursuant to such proceedings by the relevant court. (f) Buyer (i) is duly organized and validly existing under the laws of its jurisdiction of organization or incorporation and (ii) full power and authority to execute, (to the extent applicable) deliver and perform its obligations under, the Transaction Documents to which it is or will become a party. (g) Buyer’s execution, (to the extent applicable) delivery, and performance of the Transaction Documents to which it is a party have not resulted and will not result in a breach or violation of any provision of (i) Buyer’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Buyer, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Buyer or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument by which Buyer may be a party, by which Buyer may be bound or to which any of the assets of Buyer is subject, except (other than in the case of subclause (i) above) for any such breach or violation that would not have a Material Adverse Effect. (i) The Transaction Documents to which Buyer is a party are the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except that such enforceability may be limited by bankruptcy, insolvency, rehabilitation, liquidation, or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by a court’s discretion in relation to equitable remedies; and NY12534:201921.4 (ii) Other than the Regulatory Approvals, no notice to, registration with, consent or approval of or any other action by any relevant Governmental Authority or other Entity is required for Buyer to execute, deliver and perform its obligations under the Transaction Documents to which Buyer is or will become a party. (i) Without characterizing the Participation as a “security” within the meaning of applicable securities laws, Buyer is not purchasing the Participation with a view towards the sale or distribution thereof in violation of the Securities Act; provided, however, that Buyer may resell the Participation if such resale is in compliance with Section 12. (j) Buyer (i) is able to bear the economic risk associated with the purchase of the Participation, (ii) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement and (iii) has independently and without reliance upon Seller, and based on such information as Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Buyer has relied upon Seller’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Buyer acknowledges that Seller has not given Buyer any investment advice, credit information or opinion on whether the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation purchase of the BuyerParticipation is prudent. (k) Except as otherwise provided in this Agreement, except as may be limited by bankruptcyBuyer has not relied and will not rely on Seller to furnish or make available any documents or other information regarding the credit, reorganizationaffairs, insolvencyfinancial condition or business of any Obligor, moratorium and similar laws or any other matter concerning any Obligor. (i) Less than 25% in the aggregate, of general application relating to or affecting the enforcement of rights of creditorsParticipation is being purchased by, and except as enforceability shall at all times be held by, Benefit Plans and (ii) to the extent that any interest in the Participation is being acquired by or on behalf of the obligations hereunder are subject to general principles of equity (regardless of whether an Entity that is, or at any time while such enforceability interest is considered in held thereby will be, a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C SharesBenefit Plan, the “Securities”transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic purchase and related considerations involved in this investment. The Buyer has relied on holding of the advice of, or has consulted with, only its AdvisorsParticipation and the exercise of Buyer’s rights thereunder. d. The Buyer has carefully considered (m) Without characterizing the potential risks relating to the Company and Participation as a purchase of the Securitiessecurity, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are an “restricted securities,accredited investor” as such term is defined in Rule 144501 under the Securities Act. NY12534:201921.4 5.2. Except as expressly stated in this Agreement and, and they may not be sold pursuant if applicable, the Deed of Assignment of Receivables, Buyer makes no representations or warranties, express or implied, with respect to Rule 144 unless all the Transaction. 5.3. Buyer acknowledges that (a) Seller’s sale of the conditions of Rule 144 are met. The Participation to Buyer also understands that the Company is under irrevocable and (b) Buyer shall have no obligation recourse to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its AdvisorsSeller, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: except for (i) the Buyer was contacted regarding the sale Seller’s breaches of the Securities by the Company (its representations, warranties or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; covenants and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertisingSeller’s indemnities, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published each case as expressly stated in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; orthis Agreement.

Buyer’s Representations and Warranties. The (a) In consideration of Seller entering into this Agreement and as an inducement to Seller to sell the Property to Buyer, Buyer represents makes the following representations and warrants to warranties, each of which is material and is being relied upon by Seller. These representations and warranties shall survive for a period of six (6) months following the Company thatClose of Escrow: a. The (i) Buyer has full the legal right, power and authority to enter into this AgreementAgreement and, subject to the execution terms of Paragraph 7(a)(vi), to consummate the transactions contemplated hereby, and the execution, delivery and performance of which has this Agreement have been duly authorized and this Agreement constitutes a no other action by Buyer is required to the valid and legally binding obligation execution, delivery and performance of the Buyerthis Agreement, except as may be otherwise expressly set forth herein. All persons executing this Agreement on behalf of Buyer have the authority to bind Buyer. Buyer is a limited by bankruptcy, reorganization, insolvency, moratorium partnership duly organized and similar validly existing under the laws of general application relating to or affecting the enforcement State of rights of creditors, and except as enforceability Delaware. Consummation by Buyer of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale purchase of the Series C Shares and the shares Property is not in violation of common stock issuable upon conversion or in conflict with, nor does it constitute a default under any term or provision of the Series C Shares organizational documents of Buyer, or of any agreement or other instrument to which Buyer is a party or by which Buyer is bound. Buyer has the power to purchase and own the Property and to engage in the transaction contemplated in this Agreement; and (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively ii) Buyer is in compliance with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 U.S. Federal Bank Secrecy Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and its implementing regulations (31 CFR part 103); the provisions Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of Regulation D promulgated thereunder. In furtherance thereof2001, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer Public Law 107-56 and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any regulations promulgated thereunder (collectively, the “AdvisorsPatriot Act”), and any order issued with respect to anti-money laundering by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) has including Executive Order No. 133224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the “Order”). Neither Buyer nor any beneficial owner of Buyer is listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order or under any United States law (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism). If after the date hereof, Buyer obtains any knowledge regarding Buyer or any of its beneficial owners which would cause the representations in this Paragraph 14(a) to become untrue, Buyer shall immediately notify Seller in writing, and in such knowledge event, Seller shall have the right, as its sole remedy, to terminate this Agreement immediately upon delivery of written notice thereof to Buyer, in which event the Deposit shall be returned to Buyer (except that Buyer shall be responsible for payment of all Escrow Cancellation Fees) and experience the parties shall have no further liability to the other hereunder, except as otherwise expressly provided for herein; (b) The representations and warranties of Buyer set forth in financial this Agreement shall be true on and business matters as of the Close of Escrow as if those representations and warranties were made on and as of such time. (c) Buyer acknowledges and agrees that, except as expressly provided herein, or in the documents to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it delivered by Seller under Paragraph 8, Seller has not been organized solely made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guarantees of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to (i) the value, nature, quality or condition of the Property, including, without limitation, the water, soil and geology; (ii) the income to be derived from the Property; (iii) the suitability of the Property for any and all activities and uses which Buyer may conduct thereon; (iv) the compliance of or by the Property or its operation with any laws, rules, ordinances or regulations of any applicable governmental authority or body; (v) the habitability, merchantability, marketability, profitability or fitness for a particular purpose of acquiring the Securities. vii. The Buyer Property; (together with its Advisors, if anyvi) has received all documents requested by the Buyermanner or quality of the construction or materials, if any, and has carefully reviewed them and understands incorporated into the information contained thereinProperty; (vii) the manner, prior to quality, state of repair or lack of repair of the execution of this Agreement. c. The Buyer is not relying on the Company Property; or (viii) any of its employees, agents, sub-agents or advisors other matter with respect to the legalProperty, taxand specifically, economic that, except as expressly set forth herein, or documents to be delivered by Seller under Paragraph 8, Seller has not made, does not make, and related considerations involved specifically disclaims any representations regarding compliance with any environmental protection, pollution or land use laws, rules, regulations, orders or requirements, including solid waste, as defined by the U.S. Environmental Protection Agency regulations at 40 C.F.R., Part 261, or the disposal or existence, in this investment. The Buyer has relied or on the advice ofProperty, of any hazardous substance, as defined by the Comprehensive Environmental Response Compensation And Liability Act of 1980, as amended, and regulations promulgated thereunder. Buyer further acknowledges and agrees that having been given the opportunity to inspect the Property, and except as provided herein or in the documents to be delivered by Seller under Paragraph 8, Buyer is relying solely on its own investigation of the Property and not on any information provided or to be provided by Seller. Buyer further acknowledges, except as expressly provided herein, or has consulted within the documents to be delivered by Seller under Paragraph 8, only its Advisors. d. The Buyer has carefully considered the potential risks relating and agrees that any information provided or to be provided by or on behalf of Seller with respect to the Company Property, including the Seller’s Documents, was obtained from a variety of sources and a purchase that Seller has not made any independent investigation or verification of such information and makes no representations whatsoever as to the Securitiesaccuracy or completeness of such information. Seller is not, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other thingsexcept as expressly provided herein, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” or in the Company’s SEC filings. e. The documents to be delivered by or on behalf of Seller under Paragraph 8, liable or bound in any manner by any oral or written statements, representations or information pertaining to the Real Property, or the operation thereof, furnished by any real estate broker, agent, employee, servant or other person. Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands further acknowledges and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all sale of the conditions of Rule 144 are metProperty as provided for herein is made on an “AS-IS, WHERE IS, WITH ALL FAULTS” CONDITION AND BASIS AND EXCEPT AS EXPRESSLY PROVIDED HEREIN, WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer Paragraph 14(c) shall survive Closing and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf delivery of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if anyDeed. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that: a. The Buyer has full power and authority to enter into this Agreement(a) As of the date hereof, the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation of Buyer is purchasing the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares Debenture and the shares of common stock Common Stock issuable upon conversion of the Series C Shares Debenture or otherwise pursuant to the Debenture and the other Transaction Documents (such shares of common stock Common Stock being collectively referred to herein as the the") Shares “Conversion and the Warrants issuable upon conversion of the Debenture and the shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares” " and, collectively with the Series C Debenture, Warrants and Conversion Shares, the “"Securities”" ) is intended for its own account. (b) The Buyer acknowledges that the Underlying Shares to be exempt issued are "restricted securities" within the meaning of the Securities Act and the Buyer acknowledges that the Shares are being offered and sold in accordance with an exemption from the registration requirements under the Act. (c) The Buyer and the Company agree that if applicable, the Company will refuse to register any transfer of the Underlying Shares not made in accordance with the provisions of the Securities Act, pursuant to registration under the 1933 Securities Act, by virtue of Rule 506(bpursuant to an available exemption from registration, or pursuant to this Agreement. (d) promulgated The Buyer acknowledges that the Shares have not been registered under the U.S. Securities Act of 1933, as amended, amended (the “Act”) or any state securities act and are instead being offered and sold in reliance on U.S. federal and state exemptions from such registration requirements. (e) The purchase of the Shares involves a high degree of risk and the provisions of Regulation D promulgated thereunder. In furtherance thereof, Buyer acknowledges that the Buyer represents can bear the complete economic risk of the purchase of the Shares, including the total loss of the investment represented hereby. (f) The Buyer has the sophistication, knowledge and warrants business acumen necessary to adequately evaluate an investment in the Company and its affiliates as follows: i. The Buyer realizes that understands completely the basis for the exemption from registration may not be available ifterms, notwithstanding the Buyer’s representations contained hereinconditions, the Buyer is merely acquiring the Securities for a fixed or determinable period and risks associated with any such investment in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intentionCompany. ii. (g) The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that Shares are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities being acquired solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towardsto or for the sale, distribution, subdivision or resale fractionalization thereof, and the Buyer has no plans to enter into, and has not entered into, any contract, undertaking, agreement or arrangement to such end. (h) The Buyer, if a corporation, partnership, trust or other form of business entity, is authorized and otherwise duly qualified to purchase and hold the Shares, such entity has its principal place of business as set forth on the signature page and such entity has not been formed for the specific purpose of acquiring the Shares. (i) The Buyer acknowledges and is aware that no federal or state agency has made any finding or determination as to the fairness of the offering of the Shares for investment or any recommendation or endorsement of same. (j) The Buyer understands that the Securities are being offered and sold to it in connection reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer's compliance with, any distribution the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities. iv(k) The Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Buyer or its advisors. The Buyer has and its advisors, if any, have been afforded the financial ability opportunity to bear the economic risk ask questions of the Company. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer’s investment, has adequate means for providing for 's right to rely on the Company's representations and warranties contained in Section 4 below. The Buyer understands that its current needs and contingencies, and has no need for liquidity with respect to an investment in the CompanySecurities involves a significant degree of risk. v. (l) The Buyer and resides at the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any following address: (collectively, the “Advisors”m) Buyer has such knowledge and experience in financial and business matters as to be that it is capable of evaluating the merits and risks of a prospective the investment in the Securities. . (n) The Buyer also represents has independently evaluated the merits of its decision to purchase the Securities pursuant to the Transaction Documents, and the Buyer confirms that it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the businessand/or its legal counsel, financial condition, results of operations and prospects of the Company, and all consultants or representatives in making such questions have been answered to the full satisfaction of the Buyer and its Advisors, if anydecision. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The a. Buyer represents and warrants to the Company that: a. The Buyer has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized and this Agreement constitutes is a valid and legally binding obligation citizen of the Buyer, except United States and qualifies as may be limited an “accredited investor” as defined by bankruptcy, reorganization, insolvency, moratorium the Securities and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law)Exchange Commission. b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective an investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, Company’s common stock and has carefully reviewed them had the opportunity to obtain such information from the Company as Buyer has deemed appropriate concerning the Company and understands the information contained therein, prior its business in order to the execution of this Agreementevaluate such investment. c. The Buyer is acquiring the Shares for investment purposes and not relying with a view to the public distribution thereof. d. Buyer understands that the Shares constitute “restricted securities” as defined in Rule 144 under the Securities Act of 1933 (the “Act”), will bear restrictive legends referring to transfer restrictions imposed on restricted securities, and may not be sold in the open market without complying with Rule 144’s six-month holding period and without compliance with the other requirements of Rule 144, unless the sale is registered under the Act or made in reliance on one or more other exemptions from registration. TRAILER BRIDGE, INC. By: Print Name: Title: XXX XXXXXX XXXXX Date: The undersigned, Xxx Xxxxxx Xxxxx (the “Executive”), for and in consideration of the promise by Trailer Bridge, Inc. (the “Company”) to pay the Severance benefits (as defined in Section 4.2 of that certain Employment Agreement by and between the Executive and the Company, dated ), hereby agrees as follows: 1. The Executive, on behalf of herself, her heirs, executors, administrators and assigns, hereby irrevocably and unconditionally releases the Company and all parent companies, subsidiaries, affiliates and related entities, together with all of their current, former and future employees, directors, partners, members, shareholders, officers, agents, attorneys, representatives, predecessors, successors, assigns, and the like, and all persons acting by, through, under or in concert with any of them (collectively, the “Releasees”) from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages or causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, arising on or before the date the Executive signs this Release of Claims, including, but not limited to, claims arising out of or related to the Executive’s employment with the Company or the termination of that employment and claims under Federal, state or local laws prohibiting any form of discrimination, including without limitation, discrimination on the basis of age, as prohibited by the Age Discrimination in Employment Act. The Executive further agrees to waive irrevocably any right to recover under any claim that may be filed on the Executive’s behalf by or with the EEOC or any other federal, state or local government entity, relating to the Executive’s employment with the Executive or the termination of that employment. 2. The Executive represents and warrants that the Executive has not filed any complaints or charges or lawsuits against the Company or any of its employeesother Releasee with any governmental agency or court, agentsand the Executive has not assigned or transferred, sub-agents or advisors with respect purported to the legalassign or transfer, taxto any person or entity, economic and related considerations involved in this investmentany claim or any portion thereof or interest therein which is released under Paragraph 1 above. 3. The Buyer Executive represents and acknowledges that: she has relied on been given a period of twenty-one (21) days to consider this Release of Claims; she has read this Release of Claims, understands the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase terms of the Securities, Release of Claims and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or been given an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship’s representatives; and (ii) no Securities were offered or sold she has been advised to it by means consult with an attorney prior to signing this Release of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; orClaims.

Buyer’s Representations and Warranties. The Buyer represents and warrants to Seller that, at the Company thatdate of execution hereof and at the date of closing: a. The (A) This Agreement constitutes the legal, valid, and binding obligation of Buyer enforceable in accordance with its terms, Buyer has full power and authority to enter into and perform the terms and conditions of this Agreement, and Xxxxx has obtained all necessary approvals and consents to the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation purchase of the Buyer, except Property as may be limited contemplated by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. (B) The compliance with or fulfillment of the terms and conditions of this Agreement will not conflict with, violate, or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract or agreement to which Buyer is a party or by which Buyer is otherwise bound, or violate any regulation, law, court order, judgment, or decree applicable to Buyer. (C) There are no pending or threatened actions or proceedings against Buyer that, if determined adversely to Buyer, would materially adversely affect Buyer’s ability to perform its obligations under this Agreement or that would enjoin or prevent the consummation of the Closing. (D) Xxxxx has independently investigated and inspected the Property to its satisfaction and is qualified to make such inspection, and Buyer is relying on such independent investigation and inspection and, except for Seller’s representations and warranties set forth herein or in the Public Offering Statement, Buyer is not relying on the Company any information provided by Seller, any of Seller’s representatives or employees, or any statements (oral or written) which may have been made or may be made (or purportedly made) by Seller or any of its representatives or employees, agents, sub-agents or advisors with respect in determining whether to purchase the legal, tax, economic and related considerations involved in this investment. The Property. (E) Buyer has relied on read this Agreement in its entirety, the advice ofPublic Offering Statement furnished for Overlook Estates Addition 3 and the attachments thereto, or has consulted withthe Declaration (and amendments thereto), only its Advisors. d. The Buyer has carefully considered the potential risks relating to Articles of Incorporation and the Company and a purchase Bylaws of the SecuritiesAssociation, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot to be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities bound by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; orsame.

Buyer’s Representations and Warranties. The Buyer hereby represents and warrants to the Company Seller that: a. (a) The financial statements of the Buyer contained in the periodic reports filed with the Commission are true and correct in all material respect. (b) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary power and authority: (x) to conduct its business in the manner in which its business is currently being conducted; (y) to own and use its assets in the manner in which its assets are currently owned and used; and (z) to perform its obligations under all contracts by which it is bound. (c) Buyer is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification and where the failure to so qualify would have a Material Adverse Effect (as defined below) on Buyer. With respect to any entity, “Material Adverse Effect” shall mean any change, event or effect that is materially adverse to the consolidated business, assets (including intangible assets), financial condition or results of operations of such entity. (d) The Articles of Incorporation and Bylaws of Buyer, each as amended to date (collectively, the “Buyer Charter Documents”), contained as exhibits in the periodic reports filed with the Commission are true and correct in all material respect. (e) Buyer has full all requisite corporate power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, rehabilitation, insolvency, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity. (f) Neither the execution and delivery of this Agreement nor the consummation by Buyer of the transactions contemplated hereby will conflict with, result in a breach of or constitute a default under or violation of any term of its corporate charter or any other agreement, contract or instrument to which it is a party or any applicable law, rule, regulation, order or judgment of any court or governmental authority. (g) No consent, approval, authorization, or order of, registration or filing with, or notice to, any domestic or foreign governmental authority, regulatory body or court is required for the execution, delivery and performance by Buyer of its obligations under, or compliance by Buyer with, this Agreement or the transactions contemplated hereunder. (h) Buyer has been obtained all consents, approvals and waivers of third parties that may be required in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (i) The Shares are duly and validly authorized and this Agreement constitutes a valid are duly and legally binding obligation validly issued, fully paid and non-assessable and free and clear of any liens, equities, claims, charges or other encumbrances or rights of any third parties of any nature (including, but not limited to, options, rights of first refusal or similar rights, contingent or otherwise); and none of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws Shares are in violation of general application relating to or affecting the enforcement of any preemptive rights of creditorsany stockholder of Buyer. (j) Buyer is not an “investment company”, and except as enforceability or a company “controlled by” an “investment company”, within the meaning of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Investment Company Act of 19331940, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Buyer represents and warrants to and covenants and agrees with the Company thatas follows: a. The A. Buyer has full power is purchasing the Preferred Shares, the Warrants, the Common Stock issuable upon exercise of the Warrants (the "WARRANT SHARES"), the Common Stock, if any, issuable in payment of dividends on the Preferred Shares (the "DIVIDEND SHARES"), and authority to enter into the Common Stock issuable upon conversion or redemption of the Preferred Shares (the "CONVERSION SHARES" and, collectively with the Preferred Shares, the Warrants, the Warrant Shares and the Dividend Shares, the "SECURITIES") for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. B. Buyer is (i) an "ACCREDITED INVESTOR" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating the execution relative merits and delivery risks of which an investment in the Securities, and (iv) able to afford the loss of its investment in the Securities. C. Buyer understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Securities; D. Buyer acknowledges that in making its decision to purchase the Securities it has been given an opportunity to review the Commission Filings (as defined in Section III.H. hereof) and to ask questions of and to receive answers from the Company's executive officers, directors and management personnel concerning the terms and conditions of the private placement of the Securities by the Company. E. Buyer understands that the Securities have not been approved or disapproved by the Securities and Exchange Commission (the "COMMISSION") or any state securities commission. F. This Agreement has been duly authorized and this Agreement constitutes validly authorized, executed and delivered by Buyer and is a valid and legally binding obligation agreement of the BuyerBuyer enforceable against it in accordance with its terms, except as may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of creditors' rights of creditors, and remedies generally and except as enforceability rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. G. Neither Buyer nor its affiliates nor any person acting on its or their behalf shall enter into, prior to the Closing or at any other time while any of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Preferred Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection withremain outstanding, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investmentput option, has adequate means for providing for its current needs and contingencies, and has no need for liquidity short position or other similar instrument or position with respect to an investment in the Company. v. The Common Stock and neither Buyer and the Buyer’s attorneynor any of its affiliates nor any person acting on its or their behalf will use at any time shares of Common Stock acquired pursuant to this Agreement to settle any put option, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not short position or other similar instrument or position that may have been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, entered into prior to the execution of this Agreement. c. The ; provided, however, that nothing in this Section II.F. shall operate to forbid Buyer is not relying on the Company or any of its employeesaffiliates or any person acting on its or their behalf from selling, agents, sub-agents or advisors entering into any other transaction with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other thingsto, the Buyer has carefully considered each of Common Stock contemporaneously with or following such date and time as the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf in whose name or names the Common Stock delivered at conversion of Preferred Shares, as provided in the Certificate of Designation, shall be issuable shall be deemed to have become the holder or holders of record of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, Common Shares represented thereby and all voting and other rights associated with the beneficial ownership of such questions Common Shares shall have been answered to the full satisfaction of the Buyer and its Advisors, if anyvested with such person or persons. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Except as set forth in Articles II. G and H, which representations and warranties shall be made solely by the Buyer referenced in such section, each Buyer severally represents and warrants to and covenants and agrees with the Company thatas follows: a. The A. Buyer has full power and authority to enter into this Agreementis purchasing the Preferred Shares, the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock Common Stock issuable upon conversion of the Series C Preferred Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares”), the Warrants and the Common Stock issuable upon exercise of the Warrants (the “Warrant Shares” and, collectively with the Series C Preferred Shares, the Conversion Shares and the Warrants subject to this Agreement, the “Securities”) is intended to be exempt from registration under the 1933 Act), by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and for its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, purposes only and not with a view towards, towards or resale in connection withwith the public sale or distribution thereof in violation of the Securities Act. B. Buyer is (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, any distribution (ii) experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iv) able to afford the loss of its investment in the Securities. iv. The C. Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and “blue sky” laws, and that the Company is relying upon the accuracy of, and Buyer’s entire investment. Among other thingscompliance with, Buyer’s representations and warranties set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer has carefully considered each of to purchase the risks described under the heading “Risk Factors” in the Company’s SEC filings.Securities; e. The D. Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under approved or disapproved by the 1933 Act Securities and Exchange Commission (the “Commission”) or under the any state or provincial securities commission. E. This Agreement has been duly and validly authorized, executed and delivered by Buyer and is a valid and binding agreement of Buyer enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and except as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. F. Since June 1, 2006, neither such Buyer nor any person over which such Buyer has control which (x) had knowledge of any state andthe transactions contemplated hereby, therefore(y) has or shares discretion relating to such Buyer’s investments or trading or information concerning such Buyer’s investments, cannot be resold, pledged, assigned or otherwise disposed including in respect of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such statesSecurities, or an exemption from (z) is subject to such registration is available. In particularBuyer’s review or input concerning such affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the Buyer is aware that the Securities are box, established any “restricted securities,put equivalent position” (as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is 16a-1(h) under no obligation to register the Securities on behalf Exchange Act of 1934, as amended (the Buyer. The Buyer understands “1934 Act”)) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any sales or transfers significant part of its value from the Securities are further restricted by state securities laws and the provisions of this AgreementCommon Stock. f. The Buyer and G. Leisurecorp, on its Advisorsown behalf, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer hereby represents and warrants that: (i) that the Buyer was contacted regarding the sale Note and Security Agreement have been duly and validly authorized, executed and delivered by Leisurecorp and that each of the Securities Note and the Security Agreement is a valid and binding agreement of Leisurecorp enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally. H. GWSE, on its own behalf, hereby represents and warrants that the Debt Exchange Agreement has been duly and validly authorized, executed and delivered by the Company (or an authorized agent or representative thereof) GWSE and that Debt Exchange Agreement is a valid and binding agreement of GWSE enforceable against it in accordance with whom the Buyer had a prior substantial pre-existing relationship; its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, similar laws affecting creditors’ rights and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; orremedies generally.

Buyer’s Representations and Warranties. The Buyer hereby represents and warrants to the Company Seller that: a. Buyer is a corporation duly organized, existing, and in good standing under the laws of Delaware. The Buyer has full power execution and authority the delivery of this agreement by Buyer, and the consummation of the transactions contemplated by this agreement have been duly authorized by its board of directors. Buyer's Board of Directors are authorized to enter into this Agreement, the transaction contemplated herein on behalf of the corporation. All authorizations and consents necessary for the execution and delivery of which has this agreement by Buyer and sale of the Purchased Assets have been duly authorized given. This agreement, assuming due authorization, execution, and this Agreement delivery by the other parties hereto, constitutes a valid legal, valid, and legally binding obligation agreement of the BuyerSeller, except enforceable against Buyer in accordance with its terms (subject, as may be limited by to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium moratorium, and similar laws of general application relating affecting creditors rights generally from time to or affecting time in effect and to equitable principles limiting the enforcement of rights of creditors, and except as enforceability availability of the obligations hereunder are subject to general principles remedy of equity (regardless of whether such enforceability is considered in a proceeding in equity or lawspecific performance). b. The Buyer acknowledges is not a party to any loan agreement, security agreement or other contract, instrument or obligation that would prevent, impact upon or limit its understanding that the offering granting to Seller, or Seller's obtaining and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Sharesperfection of, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period security interest in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested Purchased Assets contemplated by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on in default under any contract, agreement, lease, or other document to which it is a party, and to the Company or any best of its employeesknowledge has complied in all material respects with all laws, agentsregulations and ordinances applicable to its business which if not complied with would in any way limit, sub-agents restrict or advisors with respect adversely impact its grant to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase Seller of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” security interest in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted Purchased Assets contemplated by state securities laws and the provisions of this Agreement. f. The d. Buyer is not insolvent and its Advisorsgranting to Seller of the security interests in the Purchased Assets contemplated by this Agreement will not cause Buyer to become insolvent, if anynor will granting of such security interests constitute a fraudulent transfer under applicable law. e. Buyer has not engaged or otherwise used the services of any broker or finder in connection with this agreement or the transactions contemplated hereby and Buyer agrees to indemnify and hold harmless Seller from and against any liability for any fee, have had a reasonable opportunity compensation, commission or expense arising out of any claim by any person acting or claiming to ask questions of and receive answers from a person or persons acting act on behalf of Buyer for fees, compensation, commission or expense with respect to this agreement or the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if anytransactions contemplated hereby. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (f. There is no action, arbitration, suit, notice, order, real estate tax contest or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertisinglegal, and in connection therewithadministrative, the Buyer did not: (A) receive or review any advertisementregulatory, article, notice environmental or other communication published in a newspaper proceeding before any court or magazine governmental agency, authority or similar media body pending or, to Buyer's knowledge, threatened against or broadcast over television affecting Buyer which would prevent or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited interfere with the transactions contemplated by any general solicitation or general advertising; orthis agreement.

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company as of the date hereof that: a. The Buyer has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C A Shares and the shares of common stock issuable upon conversion of the Series C A Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C A Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(bSection 4(a)(2) promulgated under of the Securities 1933 Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 1900 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. d. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. e. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company. The foregoing, however, does not limit or modify the representations and all such questions have been answered to warranties of the full satisfaction Company in Section 3 of this Agreement or the right of the Buyer and its Advisors, if anyto rely thereon. g. f. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; oror (C) observe any website or filing of the Company with the SEC in which any offering of securities by the Company was described and as a result learned of any offering of securities by the Company. g. The Buyer has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby. h. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.

Buyer’s Representations and Warranties. The Buyer represents and warrants to each Seller that as of the Company thatdate hereof and the Closing Date: a. The (a) Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and is duly qualified to carry on its business in Louisiana and in the Outer Continental Shelf, Gulf of Mexico; (b) Buyer has full all requisite power and authority to carry on its business as presently conducted, to enter into this Agreement and the other documents and agreements contemplated hereby, to purchase the Assets on the terms described in this Agreement, and to perform the execution obligations under this Agreement and the other documents and agreements contemplated hereby; (c) The consummation of the transactions contemplated by this Agreement will not violate, nor be in conflict with, any provision of Buyer's charter, by-laws or governing documents, or any material agreement or instrument to which Buyer is a party or by which it is bound, or any judgment, decree, order, statute, rule or regulation applicable to Buyer, and the execution, delivery and performance of which has this Agreement and the transactions contemplated hereunder have been duly and validly authorized by all requisite corporate action on the part of Buyer; (d) This Agreement constitutes, and this Agreement constitutes a all documents and instruments required hereunder to be executed and delivered by Buyer at Closing will constitute, legal, valid and legally binding obligation obligations of the BuyerBuyer in accordance with their respective terms, except as may be limited by bankruptcy, reorganization, insolvency, moratorium subject to bankruptcy and other similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in creditors; (e) There are no bankruptcy, reorganization or receivership proceedings pending, being contemplated by, or to its actual knowledge, threatened against Buyer; (f) Buyer has funds available with which to acquire the Company.Assets; and v. The (g) Buyer has no knowledge, as of the relevant Closing Date, of any adjustments to the Purchase Price pursuant to Article VII or any breach by any Seller with respect to the relevant Assets not communicated to Sellers. Buyer shall use all reasonable efforts to assure that the warranties and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge representations herein contained are true and experience in financial correct as of each Closing and business matters as will give prompt written notice to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to Seller after the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws Agreement of any state and, therefore, cannot be resold, pledged, assigned matter which affects any warranty or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of representation herein contained or which renders such states, warranty or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreementrepresentation untrue. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Buyer represents and warrants to and covenants and agrees with the Company thatas follows: a. The A. Buyer has full power is purchasing the Debenture, the Warrant, the Common Stock issuable upon exercise of the Warrant (the "Warrant Shares"), the Common Stock, if any, issuable in payment of interest on the Debenture (the "Interest Shares"), and authority to enter into the Common Stock issuable upon conversion or redemption of the Debenture (the "Conversion Shares" and, collectively with the Debenture, the Warrant, the Warrant Shares and the Interest Shares, the "Securities") for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. B. Buyer is (i) an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating the execution relative merits and delivery risks of which an investment in the Securities and (iv) able to afford the loss of its investment in the Securities. C. Buyer understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Securities; D. Buyer understands that the Securities have not been approved or disapproved by the Securities and Exchange Commission (the "Commission") or any state securities commission. E. This Agreement has been duly authorized and this Agreement constitutes validly authorized, executed and delivered. by Buyer and is a valid and legally binding obligation agreement of the BuyerBuyer enforceable against it in accordance with its terms, except as may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of creditors' rights of creditors, and remedies generally and except as enforceability of rights to indemnity and contribution may be limited by federal or state securities laws or the obligations hereunder are subject to general principles of equity (regardless of whether public policy underlying such enforceability is considered in a proceeding in equity or law)laws. b. The F. Neither Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and nor its affiliates as follows: i. The Buyer realizes that nor any person acting on its or their behalf (i) has the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the futureintention of entering into, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection withwill enter into, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investmentput option, has adequate means for providing for its current needs and contingencies, and has no need for liquidity short position or other similar instrument or position with respect to an investment in the Company. v. The Buyer Common Stock while the Debenture is outstanding and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if (ii) will use at any (collectivelytime shares of Common Stock acquired pursuant to this Agreement, the “Advisors”) has such knowledge and experience in financial and business matters as Debenture or the Warrant to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not settle any put option, short position or other similar instrument or position that may have been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, entered into prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Each Buyer severally represents and warrants to and covenants and agrees with the Company thatas follows: a. The A. Buyer has full power and authority to enter into this Agreementis purchasing the Preferred Shares, the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock Common Stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares”), the Warrants and the Common Stock issuable upon exercise of the Warrants (the “Warrant Shares” and, collectively with the Series C Preferred Shares, the Conversion Shares and the Warrants, the “Securities”) is intended to be exempt from registration under the 1933 Act), by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and for its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, purposes only and not with a view towards, towards or resale in connection withwith the public sale or distribution thereof in violation of the Securities Act. B. Buyer is (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, any distribution (ii) experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iv) able to afford the loss of its investment in the Securities. iv. The C. Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and “blue sky” laws, and that the Company is relying upon the accuracy of, and Buyer’s entire investment. Among other thingscompliance with, Buyer’s representations and warranties set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer has carefully considered each of to purchase the risks described under the heading “Risk Factors” in the Company’s SEC filings.Securities; e. The D. Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under approved or disapproved by the 1933 Act Securities and Exchange Commission (the “Commission”) or under the any state or provincial securities commission. E. This Agreement has been duly and validly authorized, executed and delivered by Buyer and is a valid and binding agreement of Buyer enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and except as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. F. Since June 1, 2006, neither such Buyer nor any person over which such Buyer has control which (x) had knowledge of any state andthe transactions contemplated hereby, therefore(y) has or shares discretion relating to such Buyer’s investments or trading or information concerning such Buyer’s investments, cannot be resold, pledged, assigned or otherwise disposed including in respect of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such statesSecurities, or an exemption from (z) is subject to such registration is available. In particularBuyer’s review or input concerning such affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the Buyer is aware that the Securities are box, established any “restricted securities,put equivalent position” (as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is 16a-1(h) under no obligation to register the Securities on behalf Exchange Act of 1934, as amended (the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered “1934 Act”)) with respect to the full satisfaction of the Buyer and its AdvisorsCommon Stock, if any. g. The Buyer represents and warrants that: granted any other right (i) the Buyer was contacted regarding the sale of the Securities by the Company (including, without limitation, any put or an authorized agent or representative thereofcall option) with whom respect to the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered Common Stock or sold with respect to it by means any security that includes, relates to or derived any significant part of any form of general solicitation its value from the Common Stock or general advertising, and otherwise sought to hedge its position in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; orCommon Stock.

Buyer’s Representations and Warranties. The Buyer represents Company represents, warrants and warrants covenants to the Company Seller that: a. A. Each of the Company and its Subsidiaries, if any, is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or organized, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. The Buyer Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. The Company has full all requisite corporate power and authority to enter into and perform this AgreementAgreement and to consummate the transactions contemplated hereby and thereby and to issue the Transaction Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of which this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Transaction Securities) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its stockholders, is required, (iii) each of this Agreement and other related documents has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is a true and official representative with authority to sign each such document and the other documents or certificates executed in connection herewith and bind the Company accordingly, and (iv) each of this Agreement constitutes and related documents constitutes, and upon execution and delivery thereof by the Company will constitute, a legal, valid and legally binding obligation of the BuyerCompany enforceable against the Company in accordance with its terms, except as may be to the extent limited by applicable bankruptcy, insolvency, reorganization, insolvency, moratorium and similar or other laws of general application relating to or affecting the enforcement of creditors’ rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless that restrict the availability of whether such enforceability is considered in a proceeding in equity equitable or law)legal remedies. b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The (a) Buyer represents hereby makes the following representations, warranties, and warrants to covenants which shall also be true as of the Company thatClosing: a. The (i) Buyer has full power the legal power, right, and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated hereby. (ii) All requisite action has been taken by Xxxxx in connection with the entering into of this Agreement, in connection with the execution and delivery of the instruments referenced herein, and the consummation of the transaction contemplated hereby. This Agreement and all documents in connection herewith that are to be executed and delivered by Xxxxx have been or will be duly executed and delivered by Xxxxx. (iii) The individuals executing this Agreement and the instruments referenced herein on behalf of Buyer have the legal power, right, and actual authority to bind Buyer to the terms and conditions hereof and thereof. (iv) Buyer’s execution and delivery of this Agreement and the consummation of the transactions contemplated hereby does not and will not result in a default (or an event which, with the giving of notice or the passage of time, would constitute a default) under, any instrument or obligation to which has been duly authorized Buyer is a party or by which Buyer is bound, or violate any law, order, writ, injunction, or decree of any court or regulatory agency with jurisdiction over Buyer or require the consent, approval, waiver, or authorization of any third party. (b) If any of the representatives or warranties by Buyer contained in this Agreement becomes untrue or incorrect, Buyer shall immediately notify Seller thereof, and Buyer shall use good faith efforts to make such representations or warranties true and correct on the Closing Date. If any of the representations or warranties contained in this Agreement are untrue or incorrect on the Closing Date, Seller may (i) terminate this Agreement or (ii) elect to close notwithstanding the failure of such representation or warranty, in which event the Closing shall not be deemed a waiver by Seller of the failure of such representation or warranty and Seller may recover from Buyer any actual damages sustained by Seller, and this Agreement constitutes shall remain in full force and effect. Buyer’s representations, covenants and warranties set forth in this Agreement shall survive the Closing for a valid and legally binding obligation period of twelve (12) months, shall not merge into the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended Deed to be exempt from registration under delivered at the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, Closing and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as deemed to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior material to the Seller’s execution of this Agreement. c. The Buyer is not relying on the Company or any Agreement and Seller’s performance of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisorsobligations hereunder. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Buyer represents and warrants to and covenants and agrees with the Company that: a. The as follows: Buyer has full power is purchasing the Debenture and authority to enter into the Common Stock issuable upon conversion or redemption of the Debenture (the "CONVERSION SHARES" and, collectively with the Debenture and the Warrant Shares, the "SECURITIES") for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. Buyer is (i) an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating the execution relative merits and delivery risks of which an investment in the Securities, and (iv) able to afford the loss of its investment in the Securities. Buyer understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Securities; Buyer understands that the Securities have not been approved or disapproved by the Securities and Exchange Commission (the "COMMISSION") or any state or provincial securities commission. This Agreement has been duly authorized and this Agreement constitutes validly authorized, executed and delivered by Buyer and is a valid and legally binding obligation agreement of the BuyerBuyer enforceable against it in accordance with its terms, except as may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of creditors' rights of creditors, and remedies generally and except as enforceability rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws. THE COMPANY'S REPRESENTATIONS The Company represents and warrants to Buyer that: CAPITALIZATION. The authorized capital stock of the obligations hereunder Company consists of shares ---------- of Common Stock and shares of Series A Preferred Stock of which ----------- shares and shares, respectively, are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering issued and sale ----------- --------------- outstanding as of the Series C date hereof and are fully paid and nonassessable. The amount, exercise, conversion or subscription price and expiration date for each outstanding option and other security or agreement to purchase shares of Common Stock is accurately set forth on Schedule III.A.1. ------------------ The Conversion Shares and the shares of common stock issuable Warrant Shares have been duly and validly authorized and reserved for issuance by the Company, and, when issued by the Company upon conversion of the Series C Shares (Debenture, will be duly and validly issued, fully paid and nonassessable and will not subject the holder thereof to personal liability by reason of being such shares holder. Except as disclosed on Schedule III.A.3., there are no preemptive, ------------------ subscription, "call," right of common first refusal or other similar rights to acquire any capital stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions other voting securities of the 1933 Act Company that have been issued or granted to any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, person and not with a view towards, or resale in connection with, any distribution no other obligations of the Securities. iv. The Buyer has the financial ability Company to bear the economic risk of the Buyer’s investmentissue, has adequate means for providing for its current needs and contingenciesgrant, and has no need for liquidity extend or enter into any security, option, warrant, "call," right, commitment, agreement, arrangement or undertaking with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisorstheir respective capital stock. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company thatSeller as follows: a. The 6.1 Buyer is duly organized and in good standing under the laws of the State of Colorado, and has full the power and authority authority, and has obtained all necessary consents and approvals to enter into this Agreement, to consummate the execution transactions contemplated hereunder, and delivery to perform all of which has been its obligations hereunder. 6.2 Assignee is or will be at Closing duly authorized organized and in good standing under the laws of its state of incorporation and is duly qualified to do business in Wyoming. 6.3 The person signing this Agreement constitutes a valid on behalf of Buyer and legally binding obligation those signing any and all documents to be executed by or on behalf of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating Buyer pursuant to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject this Agreement have been properly authorized to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law)do so. b. The 6.4 Except as otherwise set forth in this Agreement, Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for received ANY REPRESENTATION, COVENANT OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED AND SELLER IS CONVEYING THE PROPERTY COVERED HEREBY "AS IS", "WHERE IS", AND "WITH ALL FAULTS", AND WITHOUT REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, (ALL OF WHICH SELLER HEREBY DISCLAIMS AND NEGATES) AS TO FITNESS FOR ANY PARTICULAR PURPOSE, RISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR FROM USAGES OF TRADE. Notwithstanding the purpose foregoing, the parties agree that nothing herein allows Seller to disclaim any warranty of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior title to the execution of this Agreement. c. The Buyer is not relying on Property and Seller agrees that such warranties shall survive Closing and Seller agrees to provide any curative documents or instruments in the Company or future necessary to convey any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase portion of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filingsProperty. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that: a. The Buyer has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally binding obligation of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). b. The Buyer acknowledges its understanding that the offering and sale of the Series C B Shares and the shares of common stock issuable upon conversion of the Series C B Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C B Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows: i. The Buyer realizes that the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 0000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. c. The Buyer is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the Buyer and its Advisors, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; oror (C) observe any website or filing of the Company with the SEC in which any offering of securities by the Company was described and as a result learned of any offering of securities by the Company. h. The Buyer has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby. i. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) ofR egulation D.

Buyer’s Representations and Warranties. The Buyer represents and warrants to and covenants and agrees with the Company thatas follows: a. The A. Buyer has full power is purchasing the Debentures, the Warrants, the Common Stock issuable upon exercise of the Warrants (the "Warrant Shares"), the Common Stock, if any, issuable in payment of interest on the Debentures (the "Interest Shares"), and authority to enter into the Common Stock issuable upon conversion of the Debentures (the "Conversion Shares" and, collectively with the Debentures, the Warrants, the Warrant Shares and the Interest Shares, the "Securities") for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. B. Buyer (i) is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) is experienced in making investments of the kind contemplated by this Agreement, (iii) 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 execution Securities, (iv) is capable, by reason of its business and delivery financial experience, of which evaluating the relative merits and risks of an investment in the Securities, and (v) is able to afford the loss of its investment in the Securities. Buyer understands that its investment in the Securities involves a high degree of risk. C. Buyer understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws, and that the Company is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Securities; D. Buyer understands that the Securities have not been approved or disapproved by the Securities and Exchange Commission (the "Commission") or any state securities commission. E. This Agreement has been duly authorized and this Agreement constitutes validly authorized, executed and delivered by Buyer and is a valid and legally binding obligation agreement of the BuyerBuyer enforceable against it in accordance with its terms, except as may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of creditors' rights of creditors, and remedies generally and except as enforceability of rights to indemnity and contribution may be limited by federal or state securities laws or the obligations hereunder are subject to general principles of equity (regardless of whether public policy underlying such enforceability is considered in a proceeding in equity or law)laws. b. The F. Neither Buyer acknowledges its understanding that the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule 506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In furtherance thereof, the Buyer represents and warrants to the Company and nor its affiliates as follows: i. The Buyer realizes that nor any person acting on its or their behalf has the basis for the exemption from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely acquiring the Securities for a fixed or determinable period in the futureintention of entering, or for a market risewill enter into any put option, short position or for sale if the market does not rise. The Buyer does not have any such intention. ii. The Buyer realizes that the basis for exemption would not be available if the offering is part of a plan other similar instrument or scheme to evade registration provisions of the 1933 Act or any applicable state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1000 Xxx. iii. The Buyer is acquiring the Securities solely for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities. iv. The Buyer has the financial ability to bear the economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity position with respect to an investment in the Company. v. The Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities. vii. The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if anyCommon Stock, and has carefully reviewed them and understands the information contained thereinneither Buyer nor any of its affiliates nor any person acting on its or their behalf will use at any time shares of Common Stock acquired pursuant to this Agreement to settle any put option, short position or other similar instrument or position that may have been entered into prior to the execution of this Agreement. c. The G. Buyer is not relying on the Company or any of and its employeesadvisors, agentsif any, sub-agents or advisors have been furnished with respect to the legal, tax, economic and related considerations involved in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors. d. The Buyer has carefully considered the potential risks all materials relating to the business, finances and operations of the Company and a purchase materials relating to the offer and sale of the Securities which have been requested by Buyer. Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company. H. Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities, and fully . I. Buyer understands that the Securities are a speculative investment that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully considered each of the risks described under the heading “Risk Factors” except as provided in the Company’s SEC filings. e. The Buyer will not sell or otherwise transfer any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer must bear the economic risk of its purchase because, among other reasons, Registration Rights Agreement: (i) the Securities have not been and are not being registered under the 1933 Act or under the securities laws of any state andsecurities laws, therefore, canand may not be resoldoffered for sale, pledgedsold, assigned or otherwise disposed of transferred unless they are (A) subsequently registered thereunder, (B) Buyer shall have delivered to the Company an opinion of counsel, in form and substance reasonably acceptable to the Company to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) Buyer provides the Company with an assurance (which assurance shall be acceptable to the Company in its reasonable discretion and shall include, without limitation, an opinion of counsel in form and substance reasonably acceptable to the Company) that such Securities could then be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act, as amended (or a successor rule thereto) ("Rule 144"); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compxxxxxx xith some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such securities under the applicable 1933 Act or any state securities laws or to comply with the terms and conditions of such statesany exemption thereunder. J. Buyer understands that as of the date of this Agreement, the Securities are subject to a one-year holding period during which time the Securities may not be sold, transferred or an exemption from such registration otherwise disposed without the written consent of the Company. (a) To Buyer's knowledge, the execution, delivery and performance by the Buyer of this Agreement and each of the other documents to which it is availablea party contemplated hereby and the consummation of the transactions contemplated hereby and thereby do not and will not contravene (x) any United States federal, state or local law, statute, rule, regulation, order, writ, decree or permit of any governmental authority and (y) any rule or listing requirement of The American Stock Exchange, Inc. (collectively "Applicable Law"). In particularTo the Buyer's knowledge the execution, delivery and performance by the Buyer of each of this Agreement and each of the other documents to which it is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby (i) will not violate, result in a breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any contract to which the Buyer is aware party or by which the Buyer is bound or to which any of its assets is subject, except for any such violations, breaches or defaults that would not, individually or in the Securities are “restricted securities,” as such term is defined in Rule 144aggregate, and they may not reasonably be sold pursuant expected to Rule 144 unless all of have a material adverse effect on the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. f. The Buyer and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction ability of the Buyer and to perform its Advisorsobligations under this Agreement or the other documents contemplated hereby, if any. g. The Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii) no Securities were offered will not conflict with or sold violate any provision of the certificate of formation or operating agreement or other governing documents of the Buyer. (b) No consent, authorization or order of, or filing or registration with, any governmental authority or other person or entity is required to it be obtained or made by means the Buyer for the execution, delivery and performance of any form of general solicitation this Agreement and each of the other documents to which it is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby, except where the failure to obtain such consents, authorizations or general advertisingorders, or make such filings or registrations, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Buyer to perform its obligations under this Agreement and each of the other documents to which it is a party contemplated hereby and to consummate the transactions contemplated hereby and thereby. L. Buyer is not itself, and no part of the assets used or to be used by it to purchase and/or hold the Securities, or any interest therein, constitute assets of an employee benefit plan which is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended, or a plan which is subject to Section 4975 of the Internal Revenue Code of 1986, as amended, or an entity whose underlying assets include "plan assets" by reason of any such employee benefit plan's or plan's investment in connection therewithsuch entity. M. Buyer, and each subsequent holder of the Securities, covenants that it will not transfer or dispose of the Securities to be purchased by it or any interest therein to any Person unless such Person shall (a) make all warranties and representations of Buyer contained in Section II hereof and (b) assume all covenants of Buyer contained in this Section II.M. in a written instrument delivered to and reasonably satisfactory to the Company, provided however that the restrictions of this Section II.M. shall not apply to any public sale or other transfer made through a national securities exchange, including without limitation, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; orAmerican Stock Exchange.