Common use of Company’s Representations, Warranties and Agreements Clause in Contracts

Company’s Representations, Warranties and Agreements. The Company represents and warrants that each Entry provided to the Bank complies in all respects with the Rules and this Agreement. The Company acknowledges and agrees that, pursuant to the Rules, the Bank makes certain warranties to the ACH Operator and other Banks and that such warranties are made in reliance on: (i) the representations and warranties of the Company, including but not limited to those contained in this section of this Agreement and (ii) Company’s agreement to be bound by the Rules and applicable law. The Company shall indemnify the Bank against any claims, alleged claims, loss, liability or expense (including attorneys’ fees and expenses) resulting directly or indirectly from, related to or arising out of: (i) any breach of the Company’s warranties or this Agreement; (ii) Company’s failure to exercise ordinary care in connection with its duties hereunder; (iii) any action by the RDFI upon an unauthorized or erroneous Entry initiated by the Company; (iv) any actions by a Designated Service Provider or agent of the Company that results in a breach of this Agreement by the Company; (v) to the extent that it involves the Bank, any litigation by an ACH Operator, an RDFI or any Company receivers asserting noncompliance on the Company’s part with the Rules, laws, regulations or regulatory requirements. Without limiting the foregoing, the Company warrants: a. Each Entry is authorized pursuant to the Rules and the authorization has not been revoked; b. Each authorization is clear and readily understandable by the receiver; c. Copies of authorizations will be made available when requested by the Bank; d. Each credit Entry is timely and accurate; e. Each debit Entry is for a sum which, on the Settlement Date will be due and owing to the Company from the party whose account will be debited, is for a sum specified by such party or is to correct a previously transmitted erroneous credit Entry; f. No Entry has been reinitiated in violation of the Rules; g. Company warrants it has complied with all the warrantees set forth in the Rules for each Entry initiated; h. If the Company originates Same Day ACH Entries, the special warrantees set forth in the Rules for such Entries have been complied with; i. The Company has used commercially reasonable procedures to verify that all information contained in an Entry, including but not limited to routing numbers, is accurate and valid; and, j. This Agreement has been duly and properly authorized by the Company, the party executing this Agreement is properly authorized on behalf of the Company to execute this Agreement on its behalf, and this Agreement is enforceable by the Bank in accordance with its terms.

Company’s Representations, Warranties and Agreements. The To induce Subscriber to purchase the Securities, the Company hereby represents and warrants that each Entry provided to Subscriber and agrees with Subscriber as follows: 2.2.1 The Company has been duly organized and is validly existing and in good standing under the law of the Cayman Islands (the “Cayman Law”), with corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement. 2.2.2 The Closing Securities have been duly authorized and, when issued and delivered to Subscriber against full payment for the Securities in accordance with the terms of this Subscription Agreement and, as to the Bank complies in all respects Warrant Shares, the Warrants, and registered with the Rules and this Agreement. The Company acknowledges and agrees that, pursuant to the RulesCompany’s transfer agent, the Bank makes certain warranties Securities will be validly issued, fully paid and non-assessable and the Securities will not have been authorized in violation of or subject to any preemptive or similar rights created under the ACH Operator Company’s amended and other Banks restated memorandum and that such warranties are made articles of association. 2.2.3 This Subscription Agreement has been duly authorized, executed and delivered by the Company and is enforceable against it in reliance on: accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the representations and warranties rights of the Companycreditors generally, including but not limited to those contained in this section of this Agreement and (ii) Company’s agreement to be bound principles of equity, whether considered at law or equity. 2.2.4 The execution, delivery and performance of this Subscription Agreement (including compliance by the Rules Company with all of the provisions hereof), issuance and applicable law. The Company shall indemnify sale of the Bank against any claims, alleged claims, loss, liability or expense (including attorneys’ fees Securities and expenses) resulting directly or indirectly from, related to or arising out of: the consummation of the certain other transactions contemplated herein will not (i) conflict with or result in a breach or violation of any breach of the Company’s warranties terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, which would reasonably be expected to have a material adverse effect on the business, properties, financial condition, stockholders’ equity or results of operations of the Company (a “Material Adverse Effect”) or materially affect the validity of the Securities or the legal authority of the Company to comply in all material respects with the terms of this Subscription Agreement; (ii) result in any violation of the provisions of the organizational documents of the Company’s failure to exercise ordinary care in connection with its duties hereunder; or (iii) result in any action by violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the RDFI upon an unauthorized Company or erroneous Entry initiated by any of its properties that would reasonably be expected to have a Material Adverse Effect or materially affect the Company; (iv) any actions by a Designated Service Provider or agent validity of the Company that results in a breach of this Agreement by Securities or the Company; (v) to the extent that it involves the Bank, any litigation by an ACH Operator, an RDFI or any Company receivers asserting noncompliance on the Company’s part with the Rules, laws, regulations or regulatory requirements. Without limiting the foregoing, the Company warrants: a. Each Entry is authorized pursuant to the Rules and the authorization has not been revoked; b. Each authorization is clear and readily understandable by the receiver; c. Copies of authorizations will be made available when requested by the Bank; d. Each credit Entry is timely and accurate; e. Each debit Entry is for a sum which, on the Settlement Date will be due and owing to the Company from the party whose account will be debited, is for a sum specified by such party or is to correct a previously transmitted erroneous credit Entry; f. No Entry has been reinitiated in violation of the Rules; g. Company warrants it has complied with all the warrantees set forth in the Rules for each Entry initiated; h. If the Company originates Same Day ACH Entries, the special warrantees set forth in the Rules for such Entries have been complied with; i. The Company has used commercially reasonable procedures to verify that all information contained in an Entry, including but not limited to routing numbers, is accurate and valid; and, j. This Agreement has been duly and properly authorized by the Company, the party executing this Agreement is properly authorized on behalf legal authority of the Company to execute comply in all material respects with this Agreement Subscription Agreement. 2.2.5 Neither the Company, nor any person acting on its behalfor their behalf has, and this Agreement is enforceable directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Bank Company on Section 4(a)(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the Securities under the Securities Act. 2.2.6 Neither the Company nor any person acting on its behalf has conducted any general solicitation or general advertising (as those terms are used in accordance Regulation D under the Securities Act) in connection with its termsthe offer or sale of any of the Securities. 2.2.7 The Company has provided Subscriber an opportunity to ask questions regarding the Company and made available to Subscriber all the information reasonably available to the Company that Subscriber has requested for deciding whether to acquire the Securities. 2.2.8 No Disqualification Event is applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined below), except for a Disqualification Event as to which Rule 506(d)(2)(ii)-(iv) or (d)(3) under the Securities Act is applicable. The Company has complied, to the extent applicable, with any disclosure obligations under Rule 506(e) under the Securities Act. “Company Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 under the Securities Act, any person listed in the first paragraph of Rule 506(d)(1) under the Securities Act.

Company’s Representations, Warranties and Agreements. The To induce Subscriber to purchase the Note at the Closing, the Company hereby represents and warrants that each Entry provided to Subscriber and agrees with Subscriber as follows: 2.2.1 The Company is duly incorporated, validly existing and in good standing (or such equivalent concept to the Bank complies extent it exists under the laws of the Cayman Islands) under the laws of the Cayman Islands, with corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted in all material respects with the Rules and to enter into, deliver, and perform its obligations under this Agreement. Subscription Agreement in all material respects. 2.2.2 The Company acknowledges and agrees thatShares will be duly authorized and, pursuant to the Rules, the Bank makes certain warranties to the ACH Operator and other Banks and that such warranties are made in reliance on: (i) the representations and warranties when issued upon conversion of the Company, including but not limited Note and delivered to those contained in this section of this Agreement Subscriber and (ii) Company’s agreement to be bound by the Rules and applicable law. The Company shall indemnify the Bank against any claims, alleged claims, loss, liability or expense (including attorneys’ fees and expenses) resulting directly or indirectly from, related to or arising out of: (i) any breach of registered with the Company’s warranties transfer agent, the Shares will be validly issued, fully paid, free and clear of any liens or this Agreement; other encumbrances (ii) other than those arising under applicable securities laws), and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Company’s failure memorandum and articles of association, under the laws of the Cayman Islands, under any agreement or instrument to exercise ordinary care in connection with its duties hereunder; which the Company is a party or by which the Company is bound, or otherwise. 2.2.3 This Subscription Agreement (iiiincluding the transactions contemplated herein) any action has been duly authorized and validly executed and delivered by the RDFI upon an unauthorized or erroneous Entry initiated by Company and, assuming that this Subscription Agreement constitutes the Company; (iv) any actions by a Designated Service Provider or agent valid and binding obligation of Subscriber, is the valid and binding obligation of the Company that results in a breach of this Agreement by the Company; (v) to the extent that it involves the Bank, any litigation by an ACH Operator, an RDFI or any Company receivers asserting noncompliance on the Company’s part with the Rules, laws, regulations or regulatory requirements. Without limiting the foregoing, and is enforceable against the Company warrants: a. Each Entry is authorized pursuant to the Rules and the authorization has not been revoked; b. Each authorization is clear and readily understandable by the receiver; c. Copies of authorizations will be made available when requested by the Bank; d. Each credit Entry is timely and accurate; e. Each debit Entry is for a sum which, on the Settlement Date will be due and owing to the Company from the party whose account will be debited, is for a sum specified by such party or is to correct a previously transmitted erroneous credit Entry; f. No Entry has been reinitiated in violation of the Rules; g. Company warrants it has complied with all the warrantees set forth in the Rules for each Entry initiated; h. If the Company originates Same Day ACH Entries, the special warrantees set forth in the Rules for such Entries have been complied with; i. The Company has used commercially reasonable procedures to verify that all information contained in an Entry, including but not limited to routing numbers, is accurate and valid; and, j. This Agreement has been duly and properly authorized by the Company, the party executing this Agreement is properly authorized on behalf of the Company to execute this Agreement on its behalf, and this Agreement is enforceable by the Bank in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally and (ii) general principles of equity, whether considered at law or equity (including concepts of materiality, reasonableness, good faith, and fair dealing with respect to those jurisdictions that recognize such concepts). 2.2.4 The Note has been duly authorized by all necessary corporate action of the Company, and, on the Closing Date, the Note will be duly executed and delivered by the Company. When issued and sold against receipt of the consideration therefor, the Note will be a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally and (ii) general principles of equity, whether considered at law or equity (including concepts of materiality, reasonableness, good faith, and fair dealing with respect to those jurisdictions that recognize such concepts). 2.2.5 Assuming the accuracy of Subscriber’s representations and warranties in Section 2.1 of this Subscription Agreement, the execution and delivery of this Subscription Agreement by the Company and the performance by the Company of its obligations under this Subscription Agreement (including compliance by the Company with all of the provisions hereof), issuance and sale of the Note, and the consummation of the other transactions contemplated herein do not and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the property or assets of the Company, pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, which would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the assets, business, results of operation or financial operations of the Company and its subsidiaries, taken as a whole, or prevents, impairs, delays or impedes the legal authority of the Company to enter into and timely perform in any material respect its obligations under this Subscription Agreement (collectively, a “Company Material Adverse Effect”), (ii) result in any violation of the provisions of the organizational documents of the Company, or (iii) result in any violation of any law, statute or any judgment, order, rule, regulation or other legally enforceable requirement of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or properties that would reasonably be expected to have a Company Material Adverse Effect. 2.2.6 Except as set forth in the Company SEC Documents (as defined below), as of the date hereof there are no securities or instruments issued by or to which the Company is a party containing anti-dilution or similar provisions that will be triggered by the issuance of (i) the Note or the Shares or (ii) the Ordinary Shares to be issued pursuant to any Other Subscription Agreement, in each case, that have not been or will not be validly waived on or prior to the Closing Date. 2.2.7 Assuming the accuracy of Subscriber’s representations and warranties in Section 2.1 of this Subscription Agreement, the Company is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the organizational documents of the Company, (ii) any loan or credit agreement, guarantee, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which, as of the date of this Subscription Agreement, the Company is a party or by which the Company’s properties or assets are bound or (iii) any statute or any judgment, laws, order, rule or regulation of any court or governmental agency, taxing authority or regulatory body, domestic or foreign, having jurisdiction over the Company or any of its properties, except, in the case of clauses (ii) and (iii), for defaults or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is in compliance with all applicable laws, except where such non-compliance would not have a Company Material Adverse Effect. The Company has not received any written or, to its knowledge, other communication from a governmental entity that alleges that the Company is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. 2.2.8 Assuming the accuracy of Subscriber’s representations and warranties in Section 2.1 of this Subscription Agreement, the Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance by the Company of this Subscription Agreement (including, without limitation, the issuance of the Note and the Shares), other than (i) filings with the Commission of the Registration Statement (as defined below), (ii) filings required by applicable securities laws, (iii) filings required by the Nasdaq Stock Market (the “Nasdaq”), and (iv) where the failure of which to obtain would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect. 2.2.9 Assuming the accuracy of Subscriber’s representations and warranties in Section 2.1 of this Subscription Agreement, no registration under the Securities Act is required for the offer and sale of the Note by the Company to Subscriber in the manner contemplated by this Subscription Agreement and the issuance of the Shares to the Subscriber upon conversion of the Note. 2.2.10 Except for such matters as have not had or would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no (i) action, suit, claim or other proceeding, in each case by or before any governmental authority pending against the Company, or, to the knowledge of the Company, threatened against the Company, or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against the Company. 2.2.11 The Company is in compliance with all applicable laws, except where such non-compliance would not have a Company Material Adverse Effect. The Company has not received any written communication from a governmental authority that alleges that the Company is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect. 2.2.12 The Company is not, and immediately after receipt of payment for the Note will not be, required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended. 2.2.13 Other than the Placement Agent, no broker, finder or other financial consultant has acted on behalf of or at the direction of the Company in connection with this Subscription Agreement or the transactions contemplated hereby in such a way as to create any liability on Subscriber. 2.2.14 Neither the Company nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Note (or any portion thereof). 2.2.15 In the last five (5) years, neither the Company nor, to the Company’s knowledge, any of its representatives, has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made or offered to make any unlawful payment or provided or offered to provide anything of value to foreign or domestic government officials or employees, to foreign or domestic political parties or campaigns in violation of applicable laws or otherwise violated any provision of the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 or any other local or foreign anti-corruption or bribery law, or (iii) made any other unlawful payment. In the last five (5) years, neither the Company nor, to the Company’s knowledge, any of its representatives has directly or knowingly indirectly, given or agreed to give any unlawful gift or similar benefit to any customer, supplier, governmental employee or other person who is or may be in a position to help or hinder the Company or assist the Company in connection with any actual or proposed transaction. Neither the Company nor any of its representatives will use any proceeds from the sale of the Note for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity. In the last five (5) years, the operations of the Company are and have been conducted at all times in compliance in all material respects with money laundering statutes in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any federal, state, local, foreign or other governmental, quasi-governmental, regulatory or administrative body, instrumentality, department or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar

Company’s Representations, Warranties and Agreements. The To induce Subscriber to purchase the Purchased Securities, the Company hereby represents and warrants to Subscriber and agrees with Subscriber as follows: 2.2.1 The Company has been duly incorporated and is validly existing as a corporation in good standing under the Delaware General Corporation Law (the “DGCL”), with corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement. 2.2.2 As of the Closing Date, the Shares will be duly authorized and, when issued and delivered to Subscriber against full payment of the Purchase Price in accordance with the terms of this Subscription Agreement and registered with the Company’s transfer agent, the Shares will be validly issued, fully paid and non-assessable and the Shares will not have been authorized in violation of or subject to any preemptive or similar rights created under the Company’s amended and restated certificate of incorporation or under the DGCL. As of the Closing Date, the Warrants will have been duly authorized for issuance and sale by the Company and, when issued and delivered to Subscriber against full payment for the Warrants in accordance with the terms of this Subscription Agreement, will be duly and validly issued. As of the Closing Date, the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”) will have been duly authorized and reserved for issuance upon exercise thereof and, when issued and delivered against payment of the consideration therefor pursuant thereto, will be duly and validly issued, fully paid and non-assessable. 2.2.3 Each of this Subscription Agreement, the Other Subscription Agreements and the Transaction Agreement (the “Transaction Documents”) has been duly authorized, executed and delivered by the Company and, assuming that each Entry provided such Transaction Document constitutes a valid and binding obligation of the other parties thereto, is enforceable against it in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. 2.2.4 The execution, delivery and performance of this Subscription Agreement and the other Transaction Documents (including compliance by the Company with all of the provisions hereof and thereof), issuance and sale of the Purchased Securities and the consummation of the other transactions contemplated herein and therein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company pursuant to the Bank complies terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, which would reasonably be expected to have a material adverse effect on the business, properties, financial condition, stockholders’ equity or results of operations of the Company (a “Material Adverse Effect”) or materially affect the validity of the Shares or Warrants or the legal authority of the Company to comply in all material respects with the Rules and terms of this Subscription Agreement; (ii) result in any violation of the provisions of the organizational documents of the Company; or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its properties that would reasonably be expected to have a Material Adverse Effect or materially affect the validity of the Shares or Warrants or the legal authority of the Company to comply in all material respects with this Subscription Agreement. The Company acknowledges is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and agrees thatperformance of this Subscription Agreement (including, pursuant to the Ruleswithout limitation, the Bank makes certain warranties to sale of the ACH Operator and Purchased Securities), other Banks and that such warranties are made in reliance on: than (i) (A) filings with the Securities and Exchange Commission (the “SEC”), (B) filings required by applicable state securities laws, (C) filings required by the NYSE, including with respect to obtaining Company stockholder approval, and (D) filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended or (ii) where the failure to obtain such consents, waivers, authorizations or orders, or to make such notices, filings or registrations, would not have or would not reasonably be expected to have a Material Adverse Effect. 2.2.5 Assuming the accuracy of the representations and warranties of Subscriber set forth in Section 2.1, no registration under the Securities Act is required for the offer and sale of the Purchased Securities by the Company to Subscriber. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental authority is required on the part of the Company in connection with such offer and sale of Purchased Securities contemplated by this Subscription Agreement, except for filings pursuant to applicable state securities laws. Neither the Company, including but not limited nor any person acting on its behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the issuance of the Purchased Securities pursuant to this Subscription Agreement under the Securities Act. 2.2.6 Neither the Company nor any person acting on its behalf has (a) conducted any general solicitation or general advertising (as those contained terms are used in this section Regulation D under the Securities Act) in connection with the offer or sale of this Agreement any of the Purchased Securities or (b) offered the Purchased Securities in a manner involving a public offering under, or in a distribution in violation of, the Securities Act or any state securities laws. 2.2.7 The Company has provided Subscriber an opportunity to ask questions regarding the Company and (ii) made available to Subscriber all the information reasonably available to the Company that Subscriber has requested for deciding whether to acquire the Purchased Securities. 2.2.8 No Disqualification Event is applicable to the Company or, to the Company’s agreement knowledge, any Company Covered Person (as defined below), except for a Disqualification Event as to be bound by which Rule 506(d)(2)(ii)-(iv) or (d)(3) under the Rules and applicable lawSecurities Act is applicable. The Company shall indemnify the Bank against any claimshas complied, alleged claims, loss, liability or expense (including attorneys’ fees and expenses) resulting directly or indirectly from, related to or arising out of: (i) any breach of the Company’s warranties or this Agreement; (ii) Company’s failure to exercise ordinary care in connection with its duties hereunder; (iii) any action by the RDFI upon an unauthorized or erroneous Entry initiated by the Company; (iv) any actions by a Designated Service Provider or agent of the Company that results in a breach of this Agreement by the Company; (v) to the extent that it involves applicable, with any disclosure obligations under Rule 506(e) under the BankSecurities Act. “Company Covered Person” means, any litigation by an ACH Operator, an RDFI or any Company receivers asserting noncompliance on the Company’s part with the Rules, laws, regulations or regulatory requirements. Without limiting the foregoing, the Company warrants: a. Each Entry is authorized pursuant to the Rules and the authorization has not been revoked; b. Each authorization is clear and readily understandable by the receiver; c. Copies of authorizations will be made available when requested by the Bank; d. Each credit Entry is timely and accurate; e. Each debit Entry is for a sum which, on the Settlement Date will be due and owing respect to the Company from as an “issuer” for purposes of Rule 506 under the party whose account will be debitedSecurities Act, is for a sum specified by such party or is to correct a previously transmitted erroneous credit Entry; f. No Entry has been reinitiated in violation of the Rules; g. Company warrants it has complied with all the warrantees set forth any person listed in the Rules for each Entry initiated; h. If first paragraph of Rule 506(d)(1) under the Company originates Same Day ACH Entries, the special warrantees set forth in the Rules for such Entries have been complied with; i. The Company has used commercially reasonable procedures to verify that all information contained in an Entry, including but not limited to routing numbers, is accurate and valid; and, j. This Agreement has been duly and properly authorized by the Company, the party executing this Agreement is properly authorized on behalf of the Company to execute this Agreement on its behalf, and this Agreement is enforceable by the Bank in accordance with its termsSecurities Act.

Company’s Representations, Warranties and Agreements. To induce the Issuer and the Underwriter to enter into this Bond Purchase Agreement, and in consideration of the foregoing and the execution and delivery of this Bond Purchase Agreement, the Company represents, warrants and covenants to and with the Issuer and the Underwriter as follows: (a) The Company represents and warrants that each Entry financial statements provided to the Bank complies Underwriter in connection with the offer and sale of the Bonds by the Underwriter present fairly its financial position as of the dates indicated therein and the results of operation for the periods specified therein, and such financial statements have been prepared in conformity with generally accepted accounting principles consistently applied in all material respects with the Rules and this Agreement. The Company acknowledges and agrees that, pursuant respect to the Rulesperiods involved, the Bank makes certain warranties except as may otherwise be disclosed to the ACH Operator Underwriter or in the Offering Statement. (b) The descriptions and other Banks information to be contained in the Offering Statement at the Closing Date, as defined herein, are true and do not contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, however, that such warranties are made in reliance on: (i) none of the representations and warranties in this Bond Purchase Agreement shall apply to the information contained under the caption "THE ISSUER" or in Appendix B thereto (relating to Wellx Xxxgo Bank, N.A. (the "Bank")). (c) It will not take or omit to take any action which will in any way result in the proceeds from the sale of the Bonds being applied in a manner inconsistent with the provisions of the Agreement and the Indenture, including the provisions with respect to "arbitrage" therein. (d) There is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any public board or body pending or threatened against or affecting it or any basis therefor, wherein an unfavorable decision, ruling or finding would have a material adverse effect on the transactions contemplated by this Bond Purchase Agreement, the Indenture or the Agreement or would adversely affect the validity or enforceability of the Bonds, the Indenture, the Agreement or the Letter of Credit Agreement dated as of March 1, 1985 (the "Credit Agreement") between the Company and the Bank pursuant to which an irrevocable letter of credit (the "Letter of Credit") will be issued by the Bank. (e) The Agreement, this Bond Purchase Agreement and the Credit Agreement, when executed and delivered by the Company, will constitute the legal, valid and binding obligations of the Company, including but not limited to those contained enforceable in this section of this Agreement and (ii) Company’s agreement to be bound by the Rules and applicable law. The Company shall indemnify the Bank against any claimsaccordance with their respective terms, alleged claims, loss, liability or expense (including attorneys’ fees and expenses) resulting directly or indirectly from, related to or arising out of: (i) any breach of the Company’s warranties or this Agreement; (ii) Company’s failure to exercise ordinary care in connection with its duties hereunder; (iii) any action by the RDFI upon an unauthorized or erroneous Entry initiated by the Company; (iv) any actions by a Designated Service Provider or agent of the Company that results in a breach of this Agreement by the Company; (v) except to the extent that it involves enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally. (f) The execution and delivery of the BankAgreement, any litigation the Credit Agreement and this Bond Purchase Agreement, and the performance by an ACH Operator, an RDFI or any the Company receivers asserting noncompliance on the Company’s part with the Rules, laws, regulations or regulatory requirements. Without limiting of its obligations under the foregoing, the Company warrants: a. Each Entry is authorized pursuant to the Rules and the authorization has not been revoked; b. Each authorization is clear and readily understandable by the receiver; c. Copies of authorizations will be made available when requested by the Bank; d. Each credit Entry is timely and accurate; e. Each debit Entry is for a sum which, on the Settlement Date will be due and owing to the Company from the party whose account will be debited, is for a sum specified by such party or is to correct a previously transmitted erroneous credit Entry; f. No Entry has been reinitiated in violation of the Rules; g. Company warrants it has complied with all the warrantees set forth in the Rules for each Entry initiated; h. If the Company originates Same Day ACH Entries, the special warrantees set forth in the Rules for such Entries (i) have been complied with; i. The Company has used commercially reasonable procedures to verify that all information contained in an Entry, including but not limited to routing numbers, is accurate and valid; and, j. This Agreement has been duly and properly authorized by the Company, the party executing this Agreement is properly authorized on behalf all necessary corporate action of the Company to execute this Agreement on its behalf, and this Agreement is enforceable no approval or other action by the Bank in accordance with its terms.any governmental authority or agency

Company’s Representations, Warranties and Agreements. To induce the Issuer and the Underwriter to enter into this Bond Purchase Agreement, and in consideration of the foregoing and the execution and delivery of this Bond Purchase Agreement, the Company represents, warrants and covenants to and with the Issuer and the Underwriter as follows: (a) The Company represents and warrants that each Entry financial statements to be incorporated by reference or contained in Appendix A to the Official Statement, or provided to the Bank complies Underwriter in connection with the offer and sale of the Bonds by the Underwriter, present fairly its financial position as of the dates indicated therein and the results of operation for the periods specified therein, and the financial statements therein have been prepared in conformity with generally accepted accounting principles consistently applied in all material respects with respect to the Rules periods involved, except as may otherwise be disclosed in the Official Statement. (b) The descriptions and information to be contained in the Official Statement at the Closing Date, as defined herein, are true and do not contain any untrue (c) It will not take or omit to take any action which will in any way result in the proceeds from the sale of the Bonds being applied in a manner inconsistent with the provisions of the Agreement and the Indenture, including the provisions with respect to "arbitrage" therein. (d) There is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any public board or body pending or threatened against or affecting it or any basis therefor, wherein an unfavorable decision, ruling or finding would have a material adverse effect on the transactions contemplated by this Bond Purchase Agreement. The , the Indenture or the Agreement or would adversely affect the validity or enforceability of the Bonds, the Indenture, the Agreement or the Letter of Credit Agreement dated as of December 1, 1984 (the "Credit Agreement") between the Company acknowledges and agrees that, the Bank pursuant to which an irrevocable letter of credit (the Rules"Letter of Credit") will be issued by the Bank. (e) The Agreement, this Bond Purchase Agreement and the Bank makes certain warranties to Credit Agreement, when executed and delivered by the ACH Operator Company, will constitute the legal, valid and other Banks and that such warranties are made in reliance on: (i) the representations and warranties binding obligations of the Company, including but not limited to those contained enforceable in this section of this Agreement and (ii) Company’s agreement to be bound by the Rules and applicable law. The Company shall indemnify the Bank against any claimsaccordance with their respective terms, alleged claims, loss, liability or expense (including attorneys’ fees and expenses) resulting directly or indirectly from, related to or arising out of: (i) any breach of the Company’s warranties or this Agreement; (ii) Company’s failure to exercise ordinary care in connection with its duties hereunder; (iii) any action by the RDFI upon an unauthorized or erroneous Entry initiated by the Company; (iv) any actions by a Designated Service Provider or agent of the Company that results in a breach of this Agreement by the Company; (v) except to the extent that it involves enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally. (f) The execution and delivery of the BankAgreement, any litigation the Credit Agreement and this Bond Purchase Agreement, and the performance by an ACH Operator, an RDFI or any the Company receivers asserting noncompliance on the Company’s part with the Rules, laws, regulations or regulatory requirements. Without limiting of its obligations under the foregoing, the Company warrants: a. Each Entry is authorized pursuant to the Rules and the authorization has not been revoked; b. Each authorization is clear and readily understandable by the receiver; c. Copies of authorizations will be made available when requested by the Bank; d. Each credit Entry is timely and accurate; e. Each debit Entry is for a sum which, on the Settlement Date will be due and owing to the Company from the party whose account will be debited, is for a sum specified by such party or is to correct a previously transmitted erroneous credit Entry; f. No Entry has been reinitiated in violation of the Rules; g. Company warrants it has complied with all the warrantees set forth in the Rules for each Entry initiated; h. If the Company originates Same Day ACH Entries, the special warrantees set forth in the Rules for such Entries (i) have been complied with; i. The Company has used commercially reasonable procedures to verify that all information contained in an Entry, including but not limited to routing numbers, is accurate and valid; and, j. This Agreement has been duly and properly authorized by the Company, the party executing this Agreement is properly authorized on behalf all necessary corporate action of the Company to execute this Agreement on its behalf, and this Agreement is enforceable no approval or other action by the Bank in accordance with its terms.any governmental authority or agency

Company’s Representations, Warranties and Agreements. The To induce the Subscriber to purchase the Shares, the Company hereby represents and warrants that each Entry provided to the Bank complies in all respects Subscriber and agrees with the Rules Subscriber as of the date hereof and this Agreement. as of the Closing Date as follows: 2.2.1 The Company acknowledges has been duly incorporated and agrees thatis validly existing as an exempted company in good standing under the laws of the Cayman Islands, pursuant with corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement. 2.2.2 As of the Closing Date, the Shares will be duly authorized and, when issued and delivered to the RulesSubscriber against full payment for the Shares, in accordance with the terms of this Subscription Agreement and registered with the Company’s transfer agent, the Bank makes certain warranties Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights under the ACH Operator Company’s constitutive agreements (as in effect at such time of issuance) or the laws of the Cayman Islands and will be free and clear of any liens or other Banks and that such warranties are made in reliance on: restrictions (other than (i) transfer restrictions hereunder and under other agreements entered into between the representations Company and warranties the Subscriber, (ii) transfer restrictions under federal and state securities laws and (iii) liens, claims, or encumbrances imposed due to the actions of the Subscriber). 2.2.3 This Subscription Agreement has been duly authorized, validly executed and delivered by the Company and is the valid and binding obligation of the Company, including but not limited to those contained in this section of this Agreement and (ii) Company’s agreement to be bound by the Rules and applicable law. The Company shall indemnify the Bank against any claims, alleged claims, loss, liability or expense (including attorneys’ fees and expenses) resulting directly or indirectly from, related to or arising out of: (i) any breach of the Company’s warranties or this Agreement; (ii) Company’s failure to exercise ordinary care in connection with its duties hereunder; (iii) any action by the RDFI upon an unauthorized or erroneous Entry initiated by the Company; (iv) any actions by a Designated Service Provider or agent of the Company that results in a breach of this Agreement by the Company; (v) to the extent that it involves the Bank, any litigation by an ACH Operator, an RDFI or any Company receivers asserting noncompliance on the Company’s part with the Rules, laws, regulations or regulatory requirements. Without limiting the foregoing, the Company warrants: a. Each Entry is authorized pursuant to the Rules and the authorization has not been revoked; b. Each authorization is clear and readily understandable by the receiver; c. Copies of authorizations will be made available when requested by the Bank; d. Each credit Entry is timely and accurate; e. Each debit Entry is for a sum which, on the Settlement Date will be due and owing to the Company from the party whose account will be debited, is for a sum specified by such party or is to correct a previously transmitted erroneous credit Entry; f. No Entry has been reinitiated in violation of the Rules; g. Company warrants it has complied with all the warrantees set forth in the Rules for each Entry initiated; h. If the Company originates Same Day ACH Entries, the special warrantees set forth in the Rules for such Entries have been complied with; i. The Company has used commercially reasonable procedures to verify that all information contained in an Entry, including but not limited to routing numbers, is accurate and valid; and, j. This Agreement has been duly and properly authorized by the Company, the party executing this Agreement is properly authorized on behalf of the Company to execute this Agreement on its behalf, and this Agreement is enforceable by the Bank against it in accordance with its terms, except as may be limited or otherwise affected by the Enforceability Exceptions. 2.2.4 Assuming the accuracy of the Subscriber’s representations and warranties in Section ‎2.1, the execution, delivery and performance of this Subscription Agreement (including compliance by the Company with all of the provisions hereof), issuance and sale of the Shares and the consummation of the certain other transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, which would reasonably be expected to have a material adverse effect on the business, properties, financial condition, stockholders’ equity or results of operations of the Company (a “Company Material Adverse Effect”); (ii) result in any violation of the provisions of the organizational documents of the Company; or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its properties that would reasonably be expected to have a Company Material Adverse Effect or materially affect the validity of the Shares or the legal authority or ability of the Company to consummate the issuance and sale of the Shares or to comply in all material respects with this Subscription Agreement. 2.2.5 Neither the Company, nor any person acting on its behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares. 2.2.6 Neither the Company nor any person acting on its behalf has conducted or will conduct any general solicitation or general advertising (as those terms are used in Regulation D of the Securities Act) in connection with the offer or sale of any of the Shares. 2.2.7 As of the date of this Subscription Agreement and as of immediately prior to the Transactions, the authorized share capital of the Company consists of 5,000,000 SPAC Preferred Shares, 500,000,000 SPAC Class A Ordinary Shares, and 50,000,000 SPAC Class B Ordinary Shares. All issued and outstanding ordinary shares of the Company have been duly authorized and validly issued, and upon receipt of the Applicable Purchase Price for the Shares, as fully paid, non-assessable and are not subject to preemptive or similar rights, except as set forth in the Business Combination Agreement. Except as set forth above and pursuant to the other Subscription Agreements, the Business Combination Agreement, any other transaction agreement executed or to be executed in connection therewith or as may occur as a result of the transactions contemplated hereby and thereby, there are no outstanding, and between the date hereof and the Closing, the Company will not issue, sell or cause to be outstanding any (a) shares, equity interests or voting securities of the Company, (b) securities of the Company convertible into or exchangeable for shares or other equity interests or voting securities of the Company, (c) options, warrants or other rights (including preemptive rights) or agreements, arrangements or commitments of any character, whether or not contingent, of the Company to subscribe for, purchase or acquire from any individual, entity or other person, and no obligation of the Company to issue, any ordinary shares of the Company, or any other equity interests or voting securities in the Company or any securities convertible into or exchangeable or exercisable for such shares or other equity interests or voting securities, (d) equity equivalents or other similar rights of or with respect to the Company, or (e) obligations of the Company to repurchase, redeem, or otherwise acquire any of the foregoing securities, shares, options, equity equivalents, interests or rights. There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting of any securities of the Company, other than as contemplated by the Business Combination Agreement, or any other transaction agreement executed or to be executed in connection therewith or as may occur as a result of the transactions contemplated hereby and thereby. There are no securities or instruments issued by or to which the Company is a party containing anti-dilution or similar provisions that have not been waived or annulled that will be triggered by the issuance of (i) the Shares or (ii) the shares to be issued pursuant to any Other Subscription Agreement that have not been or will not be validly waived on or prior to the closing of the Transactions. 2.2.8 Assuming the accuracy of the Subscriber’s representations and warranties set forth in Section ‎2.1, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Subscriber in the manner contemplated by this Subscription Agreement. 2.2.9 The Company has provided the Subscriber an opportunity to ask questions regarding the Company and made available to the Subscriber all the information reasonably available to the Company that the Subscriber has requested for deciding whether to acquire the Shares. 2.2.10 No Disqualification Event is applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined below), except for a Disqualification Event as to which Rule 506(d)(2)(ii-iv) or (d)(3) of the Securities Act is applicable. The Company has complied, to the extent applicable, with any disclosure obligations under Rule 506(e) under the Securities Act. “Company Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 of the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1) of the Securities Act.

Company’s Representations, Warranties and Agreements. The To induce Subscriber to purchase the Securities, the Company hereby represents and warrants that each Entry provided to Subscriber and agrees with Subscriber as follows: 2.2.1 The Company has been duly incorporated and is validly existing as a corporation in good standing under the Bank complies Delaware General Corporation Law (the “DGCL”), with corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement. 2.2.2 The Securities have been duly authorized and, when issued and delivered to Subscriber against full payment for the Securities in all respects accordance with the Rules terms of this Subscription Agreement, and this Agreement. The Company acknowledges and agrees that, pursuant to registered with the RulesCompany’s transfer agent, the Bank makes certain warranties to the ACH Operator Securities will be validly issued, fully paid, non-assessable and free and clear of any liens or other Banks and that such warranties are made in reliance on: restrictions whatsoever (iother than those arising under state or federal securities laws or as set forth herein) the representations Securities have not have been authorized, and warranties will not be issued in violation of or subject to any preemptive or similar rights created under the Company’s amended and restated certificate of incorporation or bylaws or under the DGCL or any agreement to which the Company is a party. 2.2.3 Each of this Subscription Agreement, the Other Subscription Agreements and the Transaction Agreement (the “Transaction Documents”) has been duly authorized, executed and delivered by the Company and is a valid and binding obligation of the Company, including but not enforceable against it in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to those contained in this section or affecting the rights of this Agreement creditors generally, and (ii) Company’s agreement to be bound principles of equity, whether considered at law or equity. 2.2.4 The execution, delivery and performance of this Subscription Agreement and the other Transaction Documents (including compliance by the Rules Company with all of the provisions hereof and applicable law. The Company shall indemnify thereof), the Bank against any claims, alleged claims, loss, liability or expense (including attorneys’ fees issuance and expenses) resulting directly or indirectly from, related to or arising out of: sale of the Securities and the consummation of the certain other transactions contemplated herein and therein will not (i) conflict with or result in a breach or violation of any breach of the Company’s warranties terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, which would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, operations, financial condition, stockholders’ equity or results of operations of the Company (a “Material Adverse Effect”) or materially affect the validity of the Securities or the legal authority of the Company to comply in all material respects with the terms of this Subscription Agreement; (ii) result in any violation of the provisions of the organizational documents of the Company’s failure to exercise ordinary care in connection with its duties hereunder; or (iii) result in any action by violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the RDFI upon an unauthorized Company or erroneous Entry initiated by any of its properties that would reasonably be expected to have a Material Adverse Effect or materially affect the Company; (iv) any actions by a Designated Service Provider or agent validity of the Company that results in a breach of this Agreement by Securities or the Company; (v) to the extent that it involves the Bank, any litigation by an ACH Operator, an RDFI or any Company receivers asserting noncompliance on the Company’s part with the Rules, laws, regulations or regulatory requirements. Without limiting the foregoing, the Company warrants: a. Each Entry is authorized pursuant to the Rules and the authorization has not been revoked; b. Each authorization is clear and readily understandable by the receiver; c. Copies of authorizations will be made available when requested by the Bank; d. Each credit Entry is timely and accurate; e. Each debit Entry is for a sum which, on the Settlement Date will be due and owing to the Company from the party whose account will be debited, is for a sum specified by such party or is to correct a previously transmitted erroneous credit Entry; f. No Entry has been reinitiated in violation of the Rules; g. Company warrants it has complied with all the warrantees set forth in the Rules for each Entry initiated; h. If the Company originates Same Day ACH Entries, the special warrantees set forth in the Rules for such Entries have been complied with; i. The Company has used commercially reasonable procedures to verify that all information contained in an Entry, including but not limited to routing numbers, is accurate and valid; and, j. This Agreement has been duly and properly authorized by the Company, the party executing this Agreement is properly authorized on behalf legal authority of the Company to execute comply in all material respects with this Agreement Subscription Agreement. 2.2.5 Neither the Company, nor any person acting on its behalfor their behalf has, and this Agreement is enforceable directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Bank Company on Section 4(a)(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the issuance or sale of the Securities under the Securities Act. 2.2.6 Neither the Company nor any person acting on its behalf has conducted any general solicitation or general advertising (as those terms are used in accordance Regulation D under the Securities Act) in connection with the offer or sale of any of the Securities and neither the Company, nor any person acting on its termsbehalf has offered any of the Securities in a manner involving any public offering under, or in a distribution in violation of, the Securities Act or any state securities laws. 2.2.7 Immediately after the Closing, Evolv will be a wholly owned subsidiary of the Company and, except as described in the Transaction Agreement, there will be no outstanding options, warrants or other rights to subscribe for, purchase or acquire from Evolv or any of its subsidiaries any equity interests in Evolv or any of its subsidiaries, or securities convertible into or exchangeable or exercisable for such equity interests. 2.2.8 The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation, administration or winding up or failed to pay its debts when due, nor does the Company have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or seek to commence an administration. 2.2.9 No Disqualification Event is applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined below), except for a Disqualification Event as to which Rule 506(d)(2)(ii)-(iv) or (d)(3) under the Securities Act is applicable. The Company has complied, to the extent applicable, with any disclosure obligations under Rule 506(e) under the Securities Act. “Company Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 under the Securities Act, any person listed in the first paragraph of Rule 506(d)(1) under the Securities Act.

Company’s Representations, Warranties and Agreements. To induce the Issuer and the Underwriter to enter into this Bond Purchase Agreement, and in consideration of the foregoing and the execution and delivery of this Bond Purchase Agreement, the Company represents, warrants and covenants to and with the Issuer and the Underwriter as follows: (a) The Company represents and warrants that each Entry financial statements provided to the Bank complies Underwriter in connection with the offer and sale of the Bonds by the Underwriter present fairly its financial position as of the dates indicated therein and the results of operation for the periods specified therein, and such financial statements have been prepared in conformity with generally accepted accounting principles consistently applied in all material respects with the Rules and this Agreement. The Company acknowledges and agrees that, pursuant respect to the Rulesperiods involved, the Bank makes certain warranties except as may otherwise be disclosed to the ACH Operator Underwriter or in the Offering Statement. (b) The descriptions and other Banks information to be contained in the Offering Statement at the Closing Date, as defined herein, are true and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made,, not misleading; provided, however, that such warranties are made in reliance on: (i) none of the representations and warranties in this Bond Purchase Agreement shall apply to the information contained under the caption "THE ISSUER" or in Appendix B thereto (relating to Wellx Xxxgo Bank, N.A. (the "Bank"). (c) It will not take or omit to take any action which will in any way result in the proceeds from the sale of the Bonds being applied in a manner inconsistent with the provisions of the Agreements and the Indentures, including the provisions with respect to "arbitrage" therein. (d) There is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any public board or body pending or threatened against or affecting it or any basis therefor, wherein an unfavorable decision, ruling or finding would have a material adverse effect on the transactions contemplated by this Bond Purchase Agreement, the Indentures or the Agreements or would adversely affect the validity or enforceability of the Bonds, the Indentures, the Agreements or the Letter of Credit Agreements dated as of November 1, 1985 (the "Credit Agreements") between the Company and the Bank pursuant to which irrevocable letters of credit (the "Letters of Credit") will be issued by the Bank. (e) The Agreements, this Bond Purchase Agreement and the Credit Agreements, when executed and delivered by the Company, will constitute the legal, valid and binding obligations of the Company, including but not enforceable in accordance with their respective terms, except to the extent that enforcement thereof may be limited to those contained in by bankruptcy, insolvency or other similar laws affecting creditors' rights generally, (f) The execution and delivery of the Agreements, the Credit Agreements and this section of this Agreement Bond Purchase Agreement, and (ii) Company’s agreement to be bound the performance by the Rules and applicable law. The Company shall indemnify of its obligations under the Bank against any claimsforegoing, alleged claims, loss, liability or expense (including attorneys’ fees and expenses) resulting directly or indirectly from, related to or arising out of: (i) any breach have been duly authorized by all necessary corporate action of the Company’s warranties Company and no approval or this Agreementother action by any governmental authority or agency is required in connection therewith; (ii) do not and will not violate the Articles of Incorporation or Bylaws of the Company’s failure , or any existing court order by which the Company is bound, and such actions do not and will not constitute a default under any existing agreement, indenture, mortgage, lease, note or other obligation or instrument to exercise ordinary care in connection with its duties hereunderwhich the Company is a party; and (iii) will not be subject to the lien, pledge or encumbrance of any action by the RDFI upon an unauthorized existing agreement or erroneous Entry initiated by the Company; (iv) any actions by a Designated Service Provider or agent of document to which the Company that results in is a breach of this Agreement by party (excluding any lien, pledge or encumbrance arising under the Company; (v) to the extent that it involves the Bank, any litigation by an ACH Operator, an RDFI or any Company receivers asserting noncompliance on the Company’s part with the Rules, laws, regulations or regulatory requirements. Without limiting the foregoing, the Company warrants: a. Each Entry is authorized pursuant to the Rules Agreements and the authorization has not been revoked; b. Each authorization is clear and readily understandable by the receiver; c. Copies of authorizations will be made available when requested by the Bank; d. Each credit Entry is timely and accurate; e. Each debit Entry is for a sum which, on the Settlement Date will be due and owing to the Company from the party whose account will be debited, is for a sum specified by such party or is to correct a previously transmitted erroneous credit Entry; f. No Entry has been reinitiated in violation of the Rules; g. Company warrants it has complied with all the warrantees set forth in the Rules for each Entry initiated; h. If the Company originates Same Day ACH Entries, the special warrantees set forth in the Rules for such Entries have been complied with; i. The Company has used commercially reasonable procedures to verify that all information contained in an Entry, including but not limited to routing numbers, is accurate and valid; and, j. This Agreement has been duly and properly authorized by the Company, the party executing this Agreement is properly authorized on behalf of the Company to execute this Agreement on its behalf, and this Agreement is enforceable by the Bank in accordance with its termsCredit Agreements).

Company’s Representations, Warranties and Agreements. The Company represents hereby represents, warrants and warrants that each Entry provided to agrees as follows: (a) The Company is duly organized, validly existing and in good standing under the Bank complies in all respects with laws of the Rules and this AgreementState of Delaware. The Company acknowledges has the requisite corporate power and agrees thatauthority to execute and deliver this Agreement and to perform its obligations under this Agreement and the Consent Fee Note, pursuant to the Rulesas amended hereby (as so amended, the Bank makes certain warranties to "Amended Consent Fee Note"). The execution and delivery by the ACH Operator and other Banks and that such warranties are made in reliance on: (i) the representations and warranties of the Company, including but not limited to those contained in this section Company of this Agreement and (ii) Company’s agreement to be bound the performance by the Rules Company of its obligations under this Agreement and applicable law. The Company shall indemnify the Bank against any claims, alleged claims, loss, liability or expense (including attorneys’ fees and expenses) resulting directly or indirectly from, related to or arising out of: (i) any breach Amended Consent Fee Note have been duly authorized by all requisite corporate action on the part of the Company’s warranties or this Agreement; (ii) Company’s failure to exercise ordinary care in connection with its duties hereunder; (iii) any action by the RDFI upon an unauthorized or erroneous Entry initiated by the Company; (iv) any actions by a Designated Service Provider or agent of the Company that results in a breach of this Agreement by the Company; (v) to the extent that it involves the Bank, any litigation by an ACH Operator, an RDFI or any Company receivers asserting noncompliance on the Company’s part with the Rules, laws, regulations or regulatory requirements. Without limiting the foregoing, the Company warrants: a. Each Entry is authorized pursuant to the Rules and the authorization has not been revoked; b. Each authorization is clear and readily understandable by the receiver; c. Copies of authorizations will be made available when requested by the Bank; d. Each credit Entry is timely and accurate; e. Each debit Entry is for a sum which, on the Settlement Date will be due and owing to the Company from the party whose account will be debited, is for a sum specified by such party or is to correct a previously transmitted erroneous credit Entry; f. No Entry has been reinitiated in violation of the Rules; g. Company warrants it has complied with all the warrantees set forth in the Rules for each Entry initiated; h. If the Company originates Same Day ACH Entries, the special warrantees set forth in the Rules for such Entries have been complied with; i. The Company has used commercially reasonable procedures to verify that all information contained in an Entry, including but not limited to routing numbers, is accurate and valid; and, j. This Agreement has been duly executed and properly authorized delivered to the Lender by the Company. This Agreement and the Amended Consent Fee Note are enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the party executing enforcement of creditors' rights generally and by general principles of equity. (b) The execution and delivery by the Company of this Agreement is properly authorized on behalf and the performance by the Company of its obligations under this Agreement and the Amended Consent Fee Note will not violate or conflict with the organizational documents of the Company to execute this Agreement or any requirement of law or contractual obligation of the Company and will not result in, or require, the creation or imposition of any lien on its behalfany of the properties or revenues of the Company. (c) The shares of Common Stock issuable under the Amended Consent Fee Note (the "Transaction Shares") are duly authorized and, and this Agreement is enforceable by the Bank when issued in accordance with the terms of the Amended Consent Fee Note, will be duly and validly issued, fully paid and non-assessable, free from all taxes and liens with respect to the issue thereof. (d) The authorized and outstanding capital stock of the Company are as described on Schedule 5(d). Except as described on Schedule 5(d), (a) there are no outstanding warrants, options or other rights to acquire, or instruments convertible into or exchangeable for, any unissued shares of capital stock of the Company (such warrants, options, rights and convertible instruments being herein called "Derivative Securities"), and (b) there are no anti-dilution or price adjustment provisions contained in the terms governing any outstanding Derivative Securities that will be triggered by the execution and delivery of this Agreement or the issuance of any Transaction Shares. No stockholder of the Company or other person has any right of first refusal, preemptive right, right of participation or any similar right to participate in the acquisition of any Transaction Shares. (e) The Company has not at any time since November 24, 2009 subdivided (by share split, share dividend or otherwise) any outstanding shares of its termsCommon Stock into a greater number of shares or combined (by reverse share split or otherwise) any outstanding shares of its Common Stock into a smaller number of shares, or effected any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's assets or other transaction pursuant to which the holders of shares of Common Stock were or will be entitled to receive (either directly or upon subsequent liquidation), stock, securities or assets with respect to or in exchange for such shares of Common Stock, other than a 1-for-20 reverse stock split effected with respect to the Common Stock on February 8, 2011. (f) The Common Stock is registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is listed on the Nasdaq Global Market (the "Principal Market"). The Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or delisting, for any reason, the Common Stock from the Principal Market. The Company is in compliance with all of the presently applicable requirements for continued listing of the Common Stock on the Principal Market, with the exception of Nasdaq's $1.00 minimum bid price rule.

Company’s Representations, Warranties and Agreements. The To induce Subscriber to purchase the Securities, the Company hereby represents and warrants that each Entry provided to Subscriber and agrees with Subscriber as follows: 2.2.1 The Company has been duly incorporated and is validly existing as a corporation in good standing under the Delaware General Corporation Law (the “DGCL”), with the requisite corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement. 2.2.2 The Securities have been duly authorized and, when issued and delivered to Subscriber against full payment for the Securities in accordance with the terms of this Subscription Agreement, the Securities will be validly issued, fully paid and non-assessable, and shall be free and clear of all liens or other encumbrances and restrictions (other than those arising under this Subscription Agreement or imposed by applicable securities laws), and the Securities will not have been authorized or issued in violation of or subject to any preemptive or similar rights created under the Company’s amended and restated certificate of incorporation and bylaws or under the DGCL. 2.2.3 The Company’s issued and outstanding shares of Common Stock are registered pursuant to Section 12(b) of the Exchange Act, and are listed for trading on Nasdaq Capital Market (“Nasdaq”) under the symbol “LSAQ.” There is no suit, action, proceeding or investigation pending or, to the Bank complies in all respects with the Rules and this Agreement. The Company acknowledges and agrees that, pursuant to the Rules, the Bank makes certain warranties to the ACH Operator and other Banks and that such warranties are made in reliance on: (i) the representations and warranties knowledge of the Company, including but not threatened against the Company by Nasdaq or the Commission seeking to deregister the Company’s Common Stock or prohibit or terminate the listing of the Company’s Common Stock on Nasdaq. The Company has taken no action that is designed to terminate the registration of its Common Stock under the Exchange Act. 2.2.4 This Subscription Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to those contained in this section or affecting the rights of this Agreement creditors generally, and (ii) Company’s agreement to be bound principles of equity, whether considered at law or equity. 2.2.5 The execution, delivery and performance of this Subscription Agreement (including compliance by the Rules Company with all of the provisions hereof), issuance and applicable law. The Company shall indemnify sale of the Bank against any claims, alleged claims, loss, liability or expense (including attorneys’ fees Securities and expenses) resulting directly or indirectly from, related to or arising out of: the consummation of the certain other transactions contemplated herein will not (i) conflict with or result in a breach or violation of any breach of the Company’s warranties terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, which would reasonably be expected to have a material adverse effect on the business, properties, financial condition, stockholders’ equity or results of operations of the Company (a “Material Adverse Effect”) or affect the validity of the Securities or affect the legal authority of the Company to comply in all material respects with the terms of this Subscription Agreement; (ii) result in any violation of the provisions of the organizational documents of the Company’s failure to exercise ordinary care in connection with its duties hereunder; or (iii) result in any action by violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the RDFI upon an unauthorized Company or erroneous Entry initiated by any of its properties that would reasonably be expected to have a Material Adverse Effect or affect the Company; (iv) any actions by a Designated Service Provider or agent validity of the Company that results in a breach of this Agreement by Securities or affect the Company; (v) to the extent that it involves the Bank, any litigation by an ACH Operator, an RDFI or any Company receivers asserting noncompliance on the Company’s part with the Rules, laws, regulations or regulatory requirements. Without limiting the foregoing, the Company warrants: a. Each Entry is authorized pursuant to the Rules and the authorization has not been revoked; b. Each authorization is clear and readily understandable by the receiver; c. Copies of authorizations will be made available when requested by the Bank; d. Each credit Entry is timely and accurate; e. Each debit Entry is for a sum which, on the Settlement Date will be due and owing to the Company from the party whose account will be debited, is for a sum specified by such party or is to correct a previously transmitted erroneous credit Entry; f. No Entry has been reinitiated in violation of the Rules; g. Company warrants it has complied with all the warrantees set forth in the Rules for each Entry initiated; h. If the Company originates Same Day ACH Entries, the special warrantees set forth in the Rules for such Entries have been complied with; i. The Company has used commercially reasonable procedures to verify that all information contained in an Entry, including but not limited to routing numbers, is accurate and valid; and, j. This Agreement has been duly and properly authorized by the Company, the party executing this Agreement is properly authorized on behalf legal authority of the Company to execute comply in all material respects with the terms of this Agreement on its behalfSubscription Agreement. 2.2.6 The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and this Agreement is enforceable performance by the Bank Company of this Subscription Agreement (including, without limitation, the issuance of the Securities), other than (i) filings with the Commission, (ii) filings required by applicable state securities laws, (iii) filings required in accordance with Section 8.1 of this Subscription Agreement, (iv) filings required by Nasdaq, or such other applicable stock exchange on which the Common Stock is then listed, and (v) the failure of which to obtain would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. 2.2.7 Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 2.1 of this Subscription Agreement, no registration under the Securities Act is required for the offer and sale of the Securities to Subscriber. Neither the Company, nor any person acting on its termsor their behalf has made, or will make, directly or indirectly, any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the issuance or sale of the Securities under the Securities Act. 2.2.8 Neither the Company nor any representative acting on its behalf has conducted any general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) in connection with the offer or sale of any of the Securities and neither the Company nor any representative acting on its behalf offered any of the Securities in the Offering in a manner involving a public offering under, or in a distribution in violation of, the Securities Act or any state securities laws. 2.2.9 No Disqualification Event is applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined below), except for a Disqualification Event as to which Rule 506(d)(2)(ii)-(iv) or (d)(3) under the Securities Act is applicable. The Company has complied, to the extent applicable, with any disclosure obligations under Rule 506(e) under the Securities Act. “Company Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 under the Securities Act, any person listed in the first paragraph of Rule 506(d)(1) under the Securities Act.

Company’s Representations, Warranties and Agreements. The To induce Subscriber to purchase the Securities, the Company hereby represents and warrants that each Entry provided to Subscriber and agrees with Subscriber as follows: 2.2.1 The Company has been duly incorporated and is validly existing as a corporation in good standing under the Bank complies Delaware General Corporation Law (the “DGCL”), with corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under the Transaction Documents. 2.2.2 The Shares have been duly authorized and, when issued and delivered to Subscriber against full payment for the Securities in all respects accordance with the Rules terms of this Subscription Agreement and registered with the Company’s transfer agent, the Shares will be validly issued, fully paid and non-assessable and the Shares will not have been authorized in violation of or subject to any preemptive or similar rights created under the Company’s amended and restated certificate of incorporation or under the DGCL. The Series A Warrants have been duly authorized and, when issued and delivered to Subscriber against full payment for the Securities in accordance with the terms of this AgreementSubscription Agreement and registered with the Company’s transfer agent, the Series A Warrants will be validly issued and non-assessable and the Series A Warrants will not have been authorized in violation of or subject to any preemptive or similar rights created under the Company’s amended and restated certificate of incorporation or under the DGCL. The Warrant Shares, when issued in accordance with the terms of the Series A Warrants and registered with the Company’s transfer agent, will be validly issued, fully paid and non-assessable and the Warrant Shares will not have been authorized in violation of or subject to any preemptive or similar rights created under the Company’s amended and restated certificate of incorporation or under the DGCL. The Company acknowledges and agrees that, has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to the Rules, the Bank makes certain warranties to the ACH Operator and other Banks and that such warranties are made in reliance on: (i) the representations and warranties Transaction Documents. 2.2.3 Each of the Company, including but not limited to those contained in this section of this Agreement and (ii) Company’s agreement to be bound by the Rules and applicable law. The Company shall indemnify the Bank against any claims, alleged claims, loss, liability or expense (including attorneys’ fees and expenses) resulting directly or indirectly from, related to or arising out of: (i) any breach of the Company’s warranties or this Agreement; (ii) Company’s failure to exercise ordinary care in connection with its duties hereunder; (iii) any action by the RDFI upon an unauthorized or erroneous Entry initiated by the Company; (iv) any actions by a Designated Service Provider or agent of the Company that results in a breach of this Agreement by the Company; (v) to the extent that it involves the Bank, any litigation by an ACH Operator, an RDFI or any Company receivers asserting noncompliance on the Company’s part with the Rules, laws, regulations or regulatory requirements. Without limiting the foregoing, the Company warrants: a. Each Entry is authorized pursuant to the Rules and the authorization has not been revoked; b. Each authorization is clear and readily understandable by the receiver; c. Copies of authorizations will be made available when requested by the Bank; d. Each credit Entry is timely and accurate; e. Each debit Entry is for a sum which, on the Settlement Date will be due and owing to the Company from the party whose account will be debited, is for a sum specified by such party or is to correct a previously transmitted erroneous credit Entry; f. No Entry has been reinitiated in violation of the Rules; g. Company warrants it has complied with all the warrantees set forth in the Rules for each Entry initiated; h. If the Company originates Same Day ACH Entries, the special warrantees set forth in the Rules for such Entries have been complied with; i. The Company has used commercially reasonable procedures to verify that all information contained in an Entry, including but not limited to routing numbers, is accurate and valid; and, j. This Agreement Transaction Documents has been duly authorized, executed and properly authorized delivered by the Company, the party executing this Agreement is properly authorized on behalf of the Company to execute this Agreement on its behalf, and this Agreement is enforceable by the Bank against it in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. 2.2.4 The execution, delivery and performance of each of the Transaction Documents (including compliance by the Company with all of the provisions hereof), issuance and sale of the Securities and the consummation of the certain other transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, which would reasonably be expected to have a material adverse effect on the business, properties, condition (financial or otherwise), stockholders’ equity or results of operations of the Company (a “Material Adverse Effect”) or materially affect the validity of the Securities or the legal authority of the Company to comply in all material respects with the terms of the Transaction Documents; (ii) result in any violation of the provisions of the organizational documents of the Company; or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its properties that would reasonably be expected to have a Material Adverse Effect or materially affect the validity of the Securities or the legal authority of the Company to comply in all material respects with this Subscription Agreement. 2.2.5 None of the Company nor any person acting on its behalf has, directly or indirectly, made any offers or sales of any Company securities or solicited any offers to buy any Company securities, under circumstances that would adversely affect reliance by the Company, as applicable, on Section 4(a)(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the Securities under the Securities Act. 2.2.6 None of the Company nor any person acting on its behalf has conducted any general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) in connection with the offer or sale of any of the Securities. 2.2.7 The Company has provided Subscriber an opportunity to ask questions regarding the Company and made available to Subscriber all the information reasonably available to the Company that Subscriber has requested for deciding whether to acquire the Securities. 2.2.8 No Disqualification Event is applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined below), except for a Disqualification Event as to which Rule 506(d)(2)(ii)-(iv) or (d)(3) under the Securities Act is applicable. The Company has complied, to the extent applicable, with any disclosure obligations under Rule 506(e) under the Securities Act. “Company Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 under the Securities Act, any person listed in the first paragraph of Rule 506(d)(1) under the Securities Act.