Common use of Independent Nature of Investors’ Obligations and Rights Clause in Contracts

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under the Transaction Documents are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with such Investor making its investment hereunder and that no other Investor will be acting as agent of such Investor in connection with monitoring such Investor’s investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary and an Investor, solely, and not between the Company, its Subsidiaries and the Investors collectively and not between and among the Investors.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under this Agreement and the other Transaction Documents are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under this Agreement or any of the other Transaction DocumentDocuments. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this Agreement or the other Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by this Agreement or the Transaction Documents. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with such Investor making its investment hereunder and that no other Investor will be acting as agent of such Investor in connection with monitoring such Investor’s investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary and an Investor, solely, and not between the Company, its Subsidiaries and the Investors collectively and not between and among the Investors.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under the Transaction Documents are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with such Investor making its investment hereunder and that no other Investor will be acting as agent of such Investor in connection with monitoring such Investor’s investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary and an a Investor, solely, and not between the Company, its Subsidiaries and the Investors collectively and not between and among the Investors.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under the Transaction Documents are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any other matters, and the Company acknowledges that that, to its knowledge, the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, group with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with such Investor making its investment hereunder and that no other Investor or counsel or advisor for such other Investor will be acting as agent of such Investor in connection with monitoring such Investor’s investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction DocumentsDocument, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary Company and an Investor, solely, and not between the Company, its Subsidiaries Company and the Investors collectively and not between and among the Investors.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under any of the Warrant, Registration Rights Agreement or this Agreement (collectively, the "Transaction Documents Documents") are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. The decision of each Investor to purchase Common Shares pursuant to the Transaction Documents has been made by each Investor independently of any other Investor. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with such Investor making its investment hereunder and that no other Investor will be acting as agent of such Investor in connection with monitoring such Investor’s investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisorsDocument. Each Investor shall be entitled to independently protect and enforce its rights, including, including without limitation, limitation the rights arising out of this Agreement or out of any the other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate Each Investor acknowledges that no other Investor has acted as agent for the purchase Investor in connection with making its investment hereunder and sale that no other Investor will be acting as agent of the Securities contemplated hereby was solely Investor in connection with monitoring its investment in the control Common Shares or enforcing its rights under the Transaction Documents. Each Investor has been represented by its own separate legal counsel in their review and negotiation of the Company, not Transaction Documents. The Company has elected to provide all Investors with the action or decision of any Investor, same terms and was done solely Transaction Documents for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary and an Investor, solely, and not between the Company, its Subsidiaries and the Investors collectively and not between and among the Investors.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under the Transaction Documents are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any other matters, and the Company acknowledges that that, to its knowledge, the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, group with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with such Investor making its investment hereunder and that no other Investor will be acting as agent of such Investor in connection with monitoring such Investor’s investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary Company and an Investor, solely, and not between the Company, its Subsidiaries Company and the Investors collectively and not between and among the Investors.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under the Transaction Documents are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any other matters, and the Company acknowledges that that, to its knowledge, the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, group with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with such Investor making its investment hereunder and that no other Investor or counsel or advisor for such other Investor will be acting as agent of such Investor in connection with monitoring such Investor’s investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary Company and an Investor, solely, and not between the Company, its Subsidiaries Company and the Investors collectively and not between and among the Investors.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under the any Transaction Documents Document are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. The decision of each Investor to purchase Company Stock pursuant to the Transaction Documents has been made by such Investor independently of any other Investor and independently of any information, materials, statements, or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise), or prospects of the Company or any Company Subsidiary which may have been made or given by any other Investor or by any agent or employee of any other Investor, and no Investor and none of its agents or employees shall have any liability to any other Investor (or any other Person) relating to or arising from any such information, materials, statements, or opinions. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, as a partnership, an association, a joint venture venture, or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with such Investor making its investment hereunder and that no other Investor will be acting as agent of such Investor in connection with monitoring such Investor’s its investment in the Securities Company Stock or enforcing its rights under the Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, including without limitation, limitation the rights arising out of this Agreement or out of any the other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary Company and an Investor, solely, and not between the Company, its Subsidiaries Company and the Investors collectively and not between and among the Investors.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under the Transaction Documents Agreements are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction DocumentAgreement. Nothing contained herein or in any other Transaction DocumentAgreement, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that that, the Investors do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents Agreements or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert 24 any such claim, with respect to such obligations or the transactions contemplated by the Transaction DocumentsAgreements. The decision of each Investor to purchase Securities Shares pursuant to the Transaction Documents Agreements has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with such Investor making its investment hereunder and that no other Investor will be acting as agent of such Investor in connection with monitoring such Investor’s investment in the Securities or enforcing its rights under the Transaction DocumentsAgreements. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction DocumentsAgreements, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities Shares contemplated hereby was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document Agreement is between the Company, each Subsidiary Company and an Investor, solely, and not between the Company, its Subsidiaries Company and the Investors collectively and not between and among the Investors. The Company has not, directly or indirectly, made any agreements with any Investors relating to the terms or conditions of the transactions contemplated by the Transaction Agreements except as set forth in the Transaction Agreements.

Independent Nature of Investors’ Obligations and Rights. The obligations of each the Investor under this Agreement and the Transaction Documents respective Other Investors under the Other Securities Purchase Agreements are several and not joint with the obligations of any other Investorsuch investor, and no neither the Investor nor any such Other Investor shall be responsible in any way for the performance of the obligations of any other Other Investor under any Transaction Document. The decision of the Investor and such Other Investors to purchase Series B Preferred Stock pursuant to the Transaction Documents has been made by each such investor independently of any other investor and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company or any Company Subsidiary which may have been made or given by any other investor or by any agent or employee of any other investor, and neither the Investor nor any such Other Investor, nor any of their respective agents or employees, shall have any liability to any other investor (or any other person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any other Transaction Document, and no action taken by the Investor or any Other Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, investors as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Other Investor has acted as agent for such the Investor in connection with such Investor making its investment hereunder and that no other Other Investor will be acting as agent of such the Investor in connection with monitoring such Investor’s its investment in the Securities Purchased Shares or enforcing its rights under the Transaction Documents. The Company Investor and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with Other Investors signatory to the advice of its own counsel and advisors. Each Investor Other Securities Purchase Agreements shall be entitled to independently protect and enforce its rights, including, without limitation, including the rights arising out of this Agreement or out of any the other Transaction Documents, and it shall not be necessary for any other Investor investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary and an Investor, solely, and not between the Company, its Subsidiaries and the Investors collectively and not between and among the Investors.* * *

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under the any Transaction Documents Document are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance or non-performance of the obligations of any other Investor under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with such Investor making its investment hereunder and that no other Investor will be acting as agent of such Investor in connection with monitoring such Investor’s investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any the other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. NFINANSE INC. INVESTOR QUESTIONNAIRE To: nFinanSe Inc. 3000 Xxxxxxx Xxxx Xxxxx, Xxxxx 000, Xxxxx, Xxxxxxx 00000 This Investor Questionnaire (“Questionnaire”) must be completed by each potential investor in connection with the offer and sale by nFinanSe Inc. (the “Company”) of Series E Preferred Stock, $0.001 par value per share (the “Securities”), to certain investors in a private placement (the “Offering”). The use Securities are being offered and sold by the Company (i) without registration under the Securities Act of 1933, as amended (the “Act”) or the securities laws of certain states, and (ii) in reliance on the exemptions contained in (A) Section 4(2) of the Act, (B) Regulation D promulgated under the Act, and (C) on similar exemptions available under applicable state laws. The Company must determine that a single agreement potential investor meets certain suitability requirements before offering or selling the Securities to effectuate such investor; the purchase purpose of this Questionnaire is to assure the Company that each investor will meet the applicable suitability requirements. The information supplied by you will be used in determining whether you meet such criteria, and reliance upon the private offering exemption from registration is based in part on the information supplied herein. This Questionnaire does not constitute an offer to sell or a solicitation of an offer to buy any security. Your answers will be kept strictly confidential, except as required by applicable laws, regulations or any securities exchange market or markets on which the Company’s securities are traded, listed or quoted. However, by executing this Questionnaire you authorize the Company to provide a completed copy of this Questionnaire to such parties as the Company deems appropriate in order to ensure that the offer and sale of the Securities contemplated hereby was solely will not result in the control a violation of the Company, not Act or the action or decision securities laws of any Investor, state and was done solely for that you otherwise satisfy the convenience suitability requirements applicable to purchasers of the Company Securities. All potential investors must answer all applicable questions and its Subsidiaries complete, date and not because it was required sign this Questionnaire. Please print or requested type your responses to do so by any Investor. It is expressly understood each item below and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary and an Investor, solely, and not between the Company, its Subsidiaries and the Investors collectively and not between and among the Investorsattach additional sheets of paper as necessary.

Independent Nature of Investors’ Obligations and Rights. The obligations of each the Investor under the Transaction Documents are several and not joint with the obligations of any other Participating Investor, and no Investor shall not be responsible in any way for the performance of the obligations of any other Investor under any Transaction DocumentParticipating Investor. Nothing contained herein or in any of the other Transaction DocumentDocuments, and no action taken by any the Investor pursuant hereto or thereto, shall be deemed to constitute the Investor and any other Participating Investors as, and the Company acknowledges that the Investor and any other Participating Investors do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investor and any other Participating Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investor and any other Participating Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each the Investor to purchase Securities Put Shares pursuant to the Transaction Documents has been made by such the Investor independently of any other InvestorParticipating Investors. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with such Investor making its investment hereunder and that no other Investor will be acting as agent of such Investor in connection with monitoring such Investor’s investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each the Investor confirms that the Investor and each Investor other Participating Investors has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby and by similar documents to which any such other Participating Investors may be a party with the advice of its own counsel and advisors. Each The Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any of the other Transaction Documents, and it shall not be necessary for any other Investor Participating Investors to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and in each of the other Transaction Document Documents is between the Company, each Subsidiary Company and an the Investor, solely, and not between the Company, its Subsidiaries Company and the Investor and any other Participating Investors collectively and not between and among the Investor and such other Participating Investors.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under the Transaction Documents this Agreement are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Documentthis Agreement. Nothing contained herein or in any other Transaction Documentthis Agreement, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Investor to purchase Securities be consummated pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with such Investor making its investment hereunder and that no other Investor will be acting as agent of such Investor in connection with monitoring such Investor’s investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisorsthis Agreement. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, including the rights arising out of this Agreement or out of any other Transaction DocumentsAgreement, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use Each Investor represents that it has been represented by its own separate legal counsel in its review and negotiation of a single agreement this Agreement. For reasons of administrative convenience only, the Investors acknowledge and agree that they and their respective counsel have chosen to effectuate the purchase communicate with Company and sale Company’s counsel through Xxxxxxx XxXxxxxxx LLP (“Xxxxxxx”), but neither Xxxxxxx nor Company’s counsel represent any of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested Investors with respect to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Companytransactions contemplated hereby, each Subsidiary except that Xxxxxxx represents Sherbrooke Partners, LLC and an InvestorXxxx Capital, solelyLLC. The parties have executed this Co-Sale Rights Agreement as of the Agreement Date. A-FEM MEDICAL CORPORATION By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Its: Secretary XXXXXXX, SACHS & CO. By: /s/ Illegible Name: Its: SHERBROOKE PARTNERS, LLC By: /s/ Xxxxxxx Xxxx Xxxxxxx Xxxx, Managing Member XXXX CAPITAL, LLC By: /s/ Xxxx Xxxxxx Xxxx Xxxxxx, Managing Member /s/ Xxxxxxx Xxxx XXXXXXX XXXX CUST FOR XXXXX XXXX /s/ Xxxxxxx Xxxx XXXXXXX XXXX CUST FOR XXXXXX XXXX /s/ Xxxx Xxxxxx XXXX XXXXXX CUST FOR XXXXXXXXX XXXXXX /s/ Xxxx Xxxxxx XXXX XXXXXX CUST FOR XXXXXXXXX XXXXXX /s/ Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx /s/ Xxxxxxxx Xxxx Xxxxxxxx Xxxx /s/ Xxxx Xxxxxx Xxxx Xxxxxx /s/ Xxxx Xxxxxx Xxxx Xxxxxx FBO Xxxxx Xxxxxxx /s/ Xxxx Xxxxxx Xxxx Xxxxxx FBO Xxx Xxxxxxx /s/ Xxxx Xxxxxx Xxxx Xxxxxx FBO Xxxxx Xxxxx /s/ Xxxx Xxxxxx Xxxx Xxxxxx FBO Xxxxx Xxxxx Xxxxx and not between the CompanyXxxxxxx Xxxx JTWROS /s/ Xxxxx Xxxx Xxxxx Xxxx /s/ Xxxxxxx Xxxx Xxxxxxx Xxxx Xxxxxx X. & Xxxxxx X. Xxxxxxxx JTWROS /s/ Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxx /s/ Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxx /s/ Xxxxx Xxxxxxx Xxxxx Xxxxxxx /s/ Xxxxx Xxxx Xxxxx Xxxx /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx /s/ Xxxxx Xxxxxx Xxxxx Xxxxxx CGA RESOURCES, its Subsidiaries LLC By: /s/ Xxxx Xxxxxxx Xxxxxxx Xxxx Xxxxxxx Xxxxxxx, Sole Member /s/ Xxxxxxx Xxxx Xxxxxxx Xxxx SCHEDULE A SCHEDULE OF INVESTORS Investor Shares Warrants Xxxx Capital, LLC 1,750,000 642,006 Sherbrooke Partners, LLC 1,750,000 462,006 CGA Resources, LLC 700,000 100,000 Xxxxxxx Xxxxxxx 375,000 0 Xxxxxxx Xxxx cust for Xxxxxx Xxxx 300,000 0 Xxxxxxx Xxxx cust for Xxxxx Xxxx 300,000 0 Xxxxx and the Investors collectively and not between and among the Investors.Xxxxxxx Xxxx JTWROS 275,000 0 Xxxxxxxx Xxxx 250,000 0 Xxxx Xxxxxx cust for Xxxxxxxxx Xxxxxx 250,000 0 Xxxx Xxxxxx cust for Xxxxxxxxx Xxxxxx 250,000 0 Xxxxxxx Xxxx 200,000 0 Xxxxxx X. & Xxxxxx X. Xxxxxxxx JTWROS 200,000 0 Xxxxx Xxxxxx 200,000 0 Xxxxx Xxxxxxx 200,000 0 Xxxx Xxxxxx 192,135 0 Xxxx Xxxxxxx 100,000 0 Xxxxx Xxxx 100,000 0 Xxxx Xxxxxx FBO Xxxxx Xxxxxxx 25,000 0 Xxxx Xxxxxx FBO Xxx Xxxxxxx 25,000 0 Xxxx Xxxxxx FBO Xxxxx Xxxxx 25,000 0 Xxxx Xxxxxx FBO Xxxxx Xxxxx 25,000 0 7,492,135 1,204,012

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under the Transaction Documents are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Investor to purchase Securities Purchase Shares pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with such Investor making its investment hereunder and that no other Investor will be acting as agent of such Investor in connection with monitoring such Investor’s investment in the Securities Purchase Shares or enforcing its rights under the Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities Purchase Shares contemplated hereby was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary Company and an Investor, solely, and not between the Company, its Subsidiaries Company and the Investors collectively and not between and among the Investors.

Independent Nature of Investors’ Obligations and Rights. The Except as expressly provided herein and therein, the obligations of each Investor under the this Agreement and each other Transaction Documents Document are several and not joint with the obligations of any other InvestorInvestor (regardless of the Closing at which such Investor purchased its Series C Preferred Stock), and no Investor shall be responsible in any way for the performance of the obligations of any other Investor (regardless of the Closing at which such Investor purchased its Series C Preferred Stock) under this Agreement or any other Transaction Document. The decision of each Investor to purchase Series C Preferred Stock pursuant to this Agreement and the other Transaction Documents has been made by such Investor independently of any other Investor (regardless of the Closing at which such Investor purchased its Series C Preferred Stock). Nothing contained herein or in any other Transaction Document, and no action taken by any Investor (including, without limitation, any of the Co-lead Investors) pursuant hereto or thereto, shall be deemed to constitute the Investors as, and (regardless of the Company acknowledges that the Investors do not so constitute, Closing at which such Investor purchased its Series C Preferred Stock) as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations this Agreement or the transactions contemplated by the other Transaction Documents. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Investor (including, without limitation, any of the Co-lead Investors, and regardless of the Closing at which such Investor purchased its Series C Preferred Stock) has acted as agent for such Investor in connection with such Investor making its investment hereunder and that no other Investor (including, without limitation, any of the Co-lead Investors, and regardless of the Closing at which such Investor purchased its Series C Preferred Stock) will be acting as agent of such Investor in connection with monitoring such Investor’s its investment in the Securities Shares or enforcing its rights under this Agreement or the other Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any the other Transaction Documents, and it shall not be necessary for any other Investor (regardless of the Closing at which such Investor purchased its Series C Preferred Stock) to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale Company acknowledges that each of the Securities contemplated hereby was solely in Investors has been provided with the control of the Company, not the action or decision of any Investor, and was done solely same Transaction Documents for the convenience purpose of the Company and its Subsidiaries closing a transaction with multiple Investors at multiple Closings and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision Notwithstanding anything contained in this Agreement and in each or any other Transaction Document is between to the Companycontrary, each Subsidiary and an Investorneither of the Co-Lead Investors shall have any duty, solelyfiduciary or otherwise, and not between to any other Investor (regardless of the Company, Closing at which such Investor purchased its Subsidiaries and the Investors collectively and not between and among the Investors.Series C Preferred Stock) by virtue of such Investor serving as a Co-Lead Investor or otherwise. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [COMPANY SIGNATURE PAGE]

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under the Transaction Documents are several and not joint with the obligations of any other Investorthird party purchaser of the Company’s securities, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Documentsuch third party purchaser. Nothing contained herein or in any other Transaction DocumentDocument or any agreement of any such third party purchaser, and no action taken by any Investor pursuant hereto or any such third party purchaser pursuant thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, or any such third party purchaser as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors or any such third party purchaser are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, . Each Investor and the Company acknowledges that (i) the decision of the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Investor to purchase the Securities pursuant to the Transaction Documents this Agreement has been made by such Investor the Investors independently of any other Investor. Each Investor acknowledges that such third party purchasers and (ii) no other Investor such third party purchaser has acted as agent for such Investor the Investors in connection with such Investor the Investors making its their investment hereunder and that no other Investor such third party purchaser will be acting as agent of such Investor the Investors in connection with the Investors monitoring such Investor’s their investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its their rights, including, including without limitation, limitation the rights arising out of this Agreement or out of any the other Transaction Documents, and it shall not be necessary for any other Investor such third party purchaser to be joined as an additional party in any proceeding for such purpose. The use of a single agreement To the extent that any such other third party purchasers purchase the same or similar securities as the Investors hereunder or on the same or similar terms and conditions or pursuant to effectuate the purchase and sale of the Securities contemplated hereby was same or similar documents, all such matters are solely in the control of the Company, not the action or decision of any Investorof the Investors, and was done would be solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary and an Investor, solely, and not between the Company, its Subsidiaries and of the Investors collectively and not between and among the Investorsor any such other third party purchasers.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under the any Transaction Documents Document are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. The decision of each Investor to purchase Securities pursuant to each Agreement has been made by such Investor independently of any other Investor and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company or of the subsidiary which may have been made or given by any other Investor or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability to any other Investor (or any other person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Document. The Company acknowledges hereby confirms that it understands that the Investors are not acting in concert or as a “group, and ” as that term is used in Section 13(d) of the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other InvestorExchange Act. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with such Investor making its investment hereunder and that no other Investor will be acting as agent of such Investor in connection with monitoring such Investor’s its investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisorshereunder. Each Investor shall be entitled to independently protect and enforce its rights, including, including without limitation, limitation the rights arising out of this Agreement or out of any the other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use Each Investor represents that it has been represented by its own separate legal counsel in its review and negotiations of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and the Transaction Documents and each party represents and confirms that Proskauer Rose LLP represents only Iroquois Master Fund Ltd. in each connection with this Agreement and the other Transaction Document is between the Company, each Subsidiary and an Investor, solely, and not between the Company, its Subsidiaries and the Investors collectively and not between and among the Investors.Documents. {33164\10\DT263044.DOC;1}5957/75415-001 Current/9789467v4

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under the Transaction Documents are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Investor to purchase Securities Additional Notes pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with such Investor making its investment hereunder and that no other Investor will be acting as agent of such Investor in connection with monitoring such Investor’s investment in the Securities Additional Notes or enforcing its rights under the Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities Additional Notes contemplated hereby was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary Company and an a Investor, solely, and not between the Company, its Subsidiaries Company and the Investors collectively and not between and among the Investors.. [signature pages follow]

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under the any Transaction Documents Document are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. The decision of each Investor to purchase Securities pursuant to this Agreement has been made by such Investor independently of any other Investor and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company or of the Subsidiary which may have been made or given by any other Investor or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability to any other Investor (or any other Person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Document. The Company acknowledges hereby confirms that it understands that the Investors are not acting in concert or as a "group, and " as that term is used in Section 13(d) of the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other InvestorExchange Act. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with such Investor making its investment hereunder and that no other Investor will be acting as agent of such Investor in connection with monitoring such Investor’s its investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisorshereunder. Each Investor shall be entitled to independently protect and enforce its rights, including, including without limitation, limitation the rights arising out of this Agreement or out of any the other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use Each Investor represents that it has been represented by its own separate legal counsel in its review and negotiations of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and the Transaction Documents and each party represents and confirms that Malhotra & Associates LLP represents only Iroquois Master Fund Ltd. in each connection with this Agreement and the other Transaction Document is between the Company, each Subsidiary and an Investor, solely, and not between the Company, its Subsidiaries and the Investors collectively and not between and among the InvestorsDocuments.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under any document contemplated by the Offering (each, a “Transaction Documents Document” and collectively, the “Transaction Documents”) are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance or non-performance of the obligations of any other Investor under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with such Investor making its investment hereunder and that no other Investor will be acting as agent of such Investor in connection with monitoring such Investor’s investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any the other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. EXHIBIT A See attached. EXHIBIT B See attached. EXHIBIT C REPRESENTATION LETTER [Transfer Agent Name] [Transfer Agent Address] [Transfer Agent Address] RE: Securities of PolyMedix, Inc. (the “Company”) Dear Sir/Madam: The use undersigned hereby certifies that at the time of the sale of its securities in the Company, it will either (i) sell the securities pursuant to the Company’s Prospectus dated (the “Prospectus”) in a single agreement manner described under the caption “Plan of Distribution” in the Prospectus in compliance with all securities laws applicable to effectuate the purchase and sale undersigned, including, without limitation, the prospectus delivery requirements of the Securities contemplated hereby was solely Act of 1933, as amended; or (ii) sell the securities in the control compliance with Rule 144 of the CompanySecurities Act of 1933, not as amended. Selling Shareholder (the action or decision beneficial owner): Record Holder (e.g., if held in name of any Investornominee): Restricted Stock Certificate No.(s): Number of Shares: Very truly yours, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any InvestorDated: By: Print Name: Title: EXHIBIT D See attached. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary and an Investor, solely, and not between the Company, its Subsidiaries and the Investors collectively and not between and among the Investors.EXHIBIT E

Independent Nature of Investors’ Obligations and Rights. The obligations of each the Investor under this Agreement and the Other Investor under the Transaction Documents Other Securities Purchase Agreement are several and not joint with the obligations of any other Investorsuch investor, and no neither the Investor nor the Other Investor shall be responsible in any way for the performance of the obligations of any other the Other Investor under any Transaction Document. The decision of the Investor and the Other Investor to purchase Common Stock pursuant to the Transaction Documents has been made by each such investor independently of any other investor and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company or any Company Subsidiary which may have been made or given by any other investor or by any agent or employee of any other investor, and neither the Investor nor any such Other Investor, nor any of their respective agents or employees, shall have any liability to any other investor (or any other person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any other Transaction Document, and no action taken by any the Investor or the Other Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, investors as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other the Other Investor has not acted as agent for such the Investor in connection with such Investor making its investment hereunder and that no other the Other Investor will not be acting as agent of such the Investor in connection with monitoring such Investor’s its investment in the Securities Purchased Shares or enforcing its rights under the Transaction Documents. The Company Investor and each the Other Investor confirms that each Investor has independently participated with signatory to the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor Other Securities Purchase Agreement shall be entitled to independently protect and enforce its rights, including, without limitation, including the rights arising out of this Agreement or out of any the other Transaction Documents, and it shall not be necessary for any other Investor investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary and an Investor, solely, and not between the Company, its Subsidiaries and the Investors collectively and not between and among the Investors.* * *

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under the any Transaction Documents Document are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. The decision of each Investor to purchase Securities pursuant to each Agreement has been made by such Investor independently of any other Investor and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company or of the subsidiary which may have been made or given by any other Investor or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability to any other Investor (or any other person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Document. The Company acknowledges hereby confirms that it understands that the Investors are not acting in concert or as a “group, and ” as that term is used in Section 13(d) of the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other InvestorExchange Act. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with such Investor making its investment hereunder and that no other Investor will be acting as agent of such Investor in connection with monitoring such Investor’s its investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisorshereunder. Each Investor shall be entitled to independently protect and enforce its rights, including, including without limitation, limitation the rights arising out of this Agreement or out of any the other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use Each Investor represents that it has been represented by its own separate legal counsel in its review and negotiations of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and the Transaction Documents and each party represents and confirms that Proskauer Rose LLP represents only Iroquois Master Fund Ltd. in each connection with this Agreement and the other Transaction Document is between the Company, each Subsidiary and an Investor, solely, and not between the Company, its Subsidiaries and the Investors collectively and not between and among the InvestorsDocuments.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under the Transaction Documents are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with such Investor making its investment hereunder and that no other Investor will be acting as agent of such Investor in connection with monitoring such Investor’s investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary Company and an Investor, solely, and not between the Company, its Subsidiaries Company and the Investors collectively and not between and among the Investors.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under the Transaction Documents are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Investor to purchase Securities the Purchase Shares and the Warrants pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with such Investor making its investment hereunder and that no other Investor will be acting as agent of such Investor in connection with monitoring such Investor’s investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement Agreement, the Warrants or out of any other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities Purchase Shares and the Warrants contemplated hereby was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary Company and an Investor, solely, and not between the Company, its Subsidiaries Company and the Investors collectively and not between and among the Investors.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under the Transaction Documents are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with such Investor making its investment hereunder here under and that no other Investor will be acting as agent of such Investor in connection with monitoring such Investor’s investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled been titled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall its hall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby here by was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary and an Investor, solely, and not between the Company, its Subsidiaries and the Investors collectively and not between and among the Investors.

Independent Nature of Investors’ Obligations and Rights. The Except as expressly provided herein and therein, the obligations of each Investor under the this Agreement and each other Transaction Documents Document are several and not joint with the obligations of any other InvestorInvestor (regardless of the Closing at which such Investor purchased its Series C Preferred Stock), and no Investor shall be responsible in any way for the performance of the obligations of any other Investor (regardless of the Closing at which such Investor purchased its Series C Preferred Stock) under this Agreement or any other Transaction Document. The decision of each Investor to purchase Series C Preferred Stock pursuant to this Agreement and the other Transaction Documents has been made by such Investor independently of any other Investor (regardless of the Closing at which such Investor purchased its Series C Preferred Stock). Nothing contained herein or in any other Transaction Document, and no action taken by any Investor (including, without limitation, any of the Co-lead Investors) pursuant hereto or thereto, shall be deemed to constitute the Investors as, and (regardless of the Company acknowledges that the Investors do not so constitute, Closing at which such Investor purchased its Series C Preferred Stock) as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations this Agreement or the transactions contemplated by the other Transaction Documents. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Investor (including, without limitation, any of the Co-lead Investors, and regardless of the Closing at which such Investor purchased its Series C Preferred Stock) has acted as agent for such Investor in connection with such Investor making its investment hereunder and that no other Investor (including, without limitation, any of the Co-lead Investors, and regardless of the Closing at which such Investor purchased its Series C Preferred Stock) will be acting as agent of such Investor in connection with monitoring such Investor’s its investment in the Securities Shares or enforcing its rights under this Agreement or the other Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any the other Transaction Documents, and it shall not be necessary for any other Investor (regardless of the Closing at which such Investor purchased its Series C Preferred Stock) to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale Company acknowledges that each of the Securities contemplated hereby was solely in Investors has been provided with the control of the Company, not the action or decision of any Investor, and was done solely same Transaction Documents for the convenience purpose of the Company and its Subsidiaries closing a transaction with multiple Investors at multiple Closings and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision Notwithstanding anything contained in this Agreement and in each or any other Transaction Document is between to the Companycontrary, each Subsidiary and an Investorneither of the Co-Lead Investors shall have any duty, solelyfiduciary or otherwise, and not between to any other Investor (regardless of the Company, Closing at which such Investor purchased its Subsidiaries and the Investors collectively and not between and among the Investors.Series C Preferred Stock) by virtue of such Investor serving as a Co-Lead Investor or otherwise. [signature page follows] [COMPANY SIGNATURE PAGE]

Independent Nature of Investors’ Obligations and Rights. The obligations of each New Investor under the any Transaction Documents Document are several and not joint with the obligations of any other New Investor, and no New Investor shall be responsible in any way for the performance of the obligations of any other New Investor under any Transaction Document. The decision of each New Investor to purchase Shares pursuant to the Transaction Documents has been made by such New Investor independently of any other New Investor and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company which may have been made or given by any other New Investor or by any agent or employee of any other New Investor, and no New Investor and any of its agents or employees shall have any liability to any other New Investor (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor party hereto pursuant hereto or thereto, shall be deemed to constitute the New Investors as, and the Company acknowledges that the Investors do not so constitute, Soros Parties as a partnership, an association, a joint venture or any other axx xxher kind of group or entity, or create a presumption that the New Investors and the Soros Parties are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect rexxxxx to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Each New Investor acknowledges that no other New Investor has acted as agent for such New Investor in connection with such Investor making its investment 41 hereunder and that no other New Investor will be acting as agent of such New Investor in connection with monitoring such Investor’s its investment in the Securities Shares or enforcing its rights under the Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each New Investor shall be entitled to independently protect and enforce its rights, including, including without limitation, limitation the rights arising out of this Agreement or out of any the other Transaction Documents, and it shall not be necessary for any other New Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale Company acknowledges that each of the Securities contemplated hereby was solely in New Investors has been provided with the control of the Company, not the action or decision of any Investor, and was done solely same Transaction Documents for the convenience purpose of the Company and its Subsidiaries closing a transaction with multiple purchasers and not because it was required or requested to do so by any New Investor. It is expressly understood Each New Investor has been represented by its own separate legal counsel in their review and agreed that each provision contained in this Agreement and in each other negotiation of the Transaction Document is between the Company, each Subsidiary and an Investor, solely, and not between the Company, its Subsidiaries and the Investors collectively and not between and among the InvestorsDocuments.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under the Transaction Documents are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Investor to purchase Securities Purchase Shares pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with such Investor making its investment hereunder and that no other Investor will be acting as agent of such Investor in connection with monitoring such Investor’s investment in the Securities Purchase Shares or enforcing its rights under the Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary Company and an Investor, solely, and not between the Company, its Subsidiaries Company and the Investors collectively and not between and among the Investors.. * * * * *

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under the any Transaction Documents Document are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. The decision of each Investor to purchase the Private Placement ADSs pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with such Investor making its investment hereunder and that no other Investor will be acting as agent of such Investor in connection with monitoring such Investor’s its investment in the Securities Private Placement ADSs or enforcing its rights under the Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other the Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. For reasons of administrative convenience only, the Investors and their respective counsels have chosen to communicate with the Company through DLA Piper LLP, counsel to the Placement Agent. Each Investor acknowledges that DLA Piper LLP has rendered legal advice to the Placement Agent and not to such Investor in connection with the transactions contemplated hereby, and that each such Investor has relied for such matters on the advice of its own respective counsel. The use of a single agreement to effectuate the purchase and sale Company acknowledges that each of the Securities contemplated hereby was solely in Investors has been provided with the control of the Company, not the action or decision of any Investor, and was done solely same Transaction Documents for the convenience purpose of the Company and its Subsidiaries closing a transaction with multiple Investors and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary Company and an Investor, solely, and not between the Company, its Subsidiaries Company and the Investors collectively and not between and among the Investors.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under the Transaction Documents are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Investor to purchase Securities Shares pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with such Investor making its investment hereunder and that no other Investor will be acting as agent of such Investor in connection with monitoring such Investor’s investment in the Securities Shares or enforcing its rights under the Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities Shares contemplated hereby was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary Company and an Investor, solely, and not between the Company, its Subsidiaries Company and the Investors collectively and not between and among the Investors.. * * *

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under the Transaction Private Placement Documents are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Private Placement Document. Nothing contained herein or in any other Transaction Private Placement Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a any implication or presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Private Placement Documents or any matters, and the . The Company acknowledges that the Investors are not acting (i) jointly, (ii) in concert or (iii) as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Private Placement Documents. The decision of each Investor to purchase Securities pursuant to the Transaction Private Placement Documents has been made by such Investor independently of of, and without reliance on, any other Investor. Each Investor acknowledges that no other Investor has acted as agent or fiduciary for or representative of such Investor in connection with such Investor making its investment hereunder and that no other Investor will be acting as agent or fiduciary for or representative of such Investor in connection with monitoring such Investor’s investment in the Securities or enforcing its rights under the Transaction Private Placement Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, including the rights arising out of this Agreement or out of any other Transaction Private Placement Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Investor, and was done is solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Investorconvenience. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Private Placement Document is between the Company, each Subsidiary Company and an a Investor, solely, and not between the Company, its Subsidiaries Company and the Investors collectively and not between and among the Investors. [SIGNATURE PAGES FOLLOW] The parties have caused this Agreement to be executed as of the date first above written by their respective duly authorized officials. JACKSONVILLE BANCORP, INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Chief Executive Officer Subscription Amount1 Up to $25,000,000.00 CAPGEN CAPITAL GROUP IV LP Number of Purchased Shares: Up to 25,000 BY: CAPGEN CAPITAL GROUP IV LLC, AS GENERAL PARTNER OF CAPGEN CAPITAL GROUP IV LP By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President and Chief Financial Officer 1 The Subscription Amount and the number of Purchased Shares to be bought by CapGen are subject to the condition that in no event will such Purchased Shares (when considered on a fully converted basis), together with all other shares of Company Common Stock held by CapGen and its affiliates, exceed 49.9% of the Company’s outstanding shares of Company Common Stock at any time. The actual Subscription Amount and the Number of Purchased Shares shall be reduced, as necessary, from the maximum amount and maximum number of Purchased Shares shown above to an amount and number that, assuming Conversion of all Purchased Shares sold hereunder, will not exceed 49.9% of the Company’s outstanding shares of Common Stock upon the Closing. SCHEDULE I FORM OF PREFERRED STOCK DESIGNATION JACKSONVILLE BANCORP, INC. ARTICLES OF AMENDMENT to the AMENDED AND RESTATED ARTICLES OF INCORPORATION DESIGNATING MANDATORILY CONVERTIBLE, NONCUMULATIVE, NONVOTING, PERPETUAL PREFERRED STOCK, SERIES A JACKSONVILLE BANCORP, INC., a corporation organized and existing under the laws of the State of Florida (the “Corporation”), in accordance with the provisions of Section 607.0602 of the Florida Business Corporation Act (the “FBCA”), hereby certifies:

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under the Transaction Documents are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with such Investor making its investment hereunder and that no other Investor will be acting as agent of such Investor in connection with monitoring such Investor’s investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary Company and an Investor, solely, and not between the Company, its Subsidiaries Company and the Investors collectively and not between and among the Investors.. * * * * * Information in this exhibit identified by [***] is confidential and has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under the Transaction Documents are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with such Investor making its investment hereunder and that no other Investor will be acting as agent of such Investor in connection with monitoring such Investor’s investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary Company and an Investor, solely, and not between the Company, its Subsidiaries Company and the Investors collectively and not between and among the Investors.. * * * * *

Independent Nature of Investors’ Obligations and Rights. The obligations of each the Investor under this Agreement and the Transaction Documents respective Other Investors under the Other Securities Purchase Agreements are several and not joint with the obligations of any other Investorsuch investor, and no neither the Investor nor any such Other Investor shall be responsible in any way for the performance of the obligations of any other Other Investor under any Transaction Document. The decision of the Investor and such Other Investors to purchase Common Shares pursuant to the Transaction Documents has been made by each such investor independently of any other investor and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company or any Subsidiary which may have been made or given by any other investor or by any agent or employee of any other investor, and neither the Investor nor any such Other Investor, nor any of their respective agents or employees, shall have any liability to any other investor (or any other person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any other Transaction Document, and no action taken by the Investor or any Other Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, investors as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated -77- by the Transaction Documents. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Other Investor has acted as agent for such the Investor in connection with such Investor making its investment hereunder and that no other Other Investor will be acting as agent of such the Investor in connection with monitoring such Investor’s its investment in the Securities Purchased Shares or enforcing its rights under the Transaction Documents. The Company Investor and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with Other Investors signatory to the advice of its own counsel and advisors. Each Investor Other Securities Purchase Agreements shall be entitled to independently protect and enforce its rights, including, without limitation, including the rights arising out of this Agreement or out of any the other Transaction Documents, and it shall not be necessary for any other Investor investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary and an Investor, solely, and not between the Company, its Subsidiaries and the Investors collectively and not between and among the Investors.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under the Transaction Documents are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Investor to purchase Securities Additional Notes pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with such Investor making its investment hereunder and that no other Investor will be acting as agent of such Investor in connection with monitoring such Investor’s investment in the Securities Additional Notes or enforcing its rights under the Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities Additional Notes contemplated hereby was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary Company and an a Investor, solely, and not between the Company, its Subsidiaries Company and the Investors collectively and not between and among the Investors.

Independent Nature of Investors’ Obligations and Rights. The obligations of each the Investor under this Agreement and any other documents delivered in connection herewith (collectively, the “Transaction Documents Documents”) are several and not joint with the obligations of any other Investorpurchaser of the Common Stock and Warrants, and no the Investor shall not be responsible in any way for the performance of the obligations of any other Investor purchaser of the Common Stock and Warrants under any Transaction Document. The decision of the Investor to purchase the Common Stock and Warrants pursuant to the Transaction Documents has been made by the Investor independently of any other purchaser of the Common Stock and Warrants. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor purchaser of the Common Stock and Warrants pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, such purchasers as a partnership, an association, a joint venture venture, or any other kind of group or entity, or create a presumption that the Investors purchasers of the Common Stock and Warrants are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction DocumentsDocument. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Investor purchaser of the Common Stock and Warrants has acted as agent for such the Investor in connection with such Investor making its investment hereunder and that no other Investor purchaser of the Common Stock and Warrants will be acting as agent of such the Investor in connection with monitoring such Investor’s its investment in the Securities Common Stock and Warrants or enforcing its rights under the Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, including without limitation, limitation the rights arising out of this Agreement or out of any the other Transaction Documents, and it shall not be necessary for any other Investor purchaser of the Common Stock and Warrants to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary and an Investor, solely, and not between the Company, its Subsidiaries and the Investors collectively and not between and among the Investors.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under the any Transaction Documents Agreements are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction DocumentAgreement. Nothing contained herein or in any other Transaction DocumentAgreement, and no action taken by any Oaktree Investor or Engaged Capital Investor pursuant hereto or thereto, shall be deemed to constitute the Oaktree Investors as, and the Company acknowledges that the Engaged Capital Investors do not so constitute, collectively as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Oaktree Investors on one hand and the Engaged Capital Investors on the other hand are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and neither the Company shall not Parent nor the Issuer may assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Investor to purchase Securities pursuant claim in relation to the Transaction Documents has been made by such Investor independently acquisition of any other Investor. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with such Investor making its investment the Purchased Preferred Shares on the Closing Date hereunder and each of the Oaktree Investors on one hand and the Engaged Capital Investors on the other hand confirm that no other Investor will be acting as agent of such Investor in connection with monitoring such Investor’s investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Investor confirms that each Investor has they have independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its their own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction DocumentsAgreements, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities Purchased Preferred Shares contemplated hereby was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and its Subsidiaries Issuer and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document Agreement is between the CompanyIssuer, the Parent and each Subsidiary of the Oaktree Investors and an Investor, solelyEngaged Capital Investors, and not between the CompanyIssuer, its Subsidiaries the Parent and the Oaktree Investors and Engaged Capital Investors collectively and not between and among the Oaktree Investors and the Engaged Capital Investors.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under the any Transaction Documents Document are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. The decision of each Investor to purchase Securities pursuant to this Agreement has been made by such Investor independently of any other Investor and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company or of the Subsidiary which may have been made or given by any other Investor or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability to any other Investor (or any other Person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Document. The Company acknowledges hereby confirms that it understands that the Investors are not acting in concert or as a “group, and ” as that term is used in Section 13(d) of the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other InvestorExchange Act. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with such Investor making its investment hereunder and that no other Investor will be acting as agent of such Investor in connection with monitoring such Investor’s its investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisorshereunder. Each Investor shall be entitled to independently protect and enforce its rights, including, including without limitation, limitation the rights arising out of this Agreement or out of any the other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use Each Investor represents that it has been represented by its own separate legal counsel in its review and negotiations of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and the Transaction Documents and each party represents and confirms that Malhotra & Associates LLP represents only Iroquois Master Fund Ltd. in each connection with this Agreement and the other Transaction Document is between the Company, each Subsidiary and an Investor, solely, and not between the Company, its Subsidiaries and the Investors collectively and not between and among the InvestorsDocuments.

Independent Nature of Investors’ Obligations and Rights. The Except as expressly provided herein and therein, the obligations of each Investor under the this Agreement and each other Transaction Documents Document are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under this Agreement or any other Transaction Document. The decision of each Investor to purchase Securities pursuant to this Agreement and the other Transaction Documents has been made by such Investor independently of any other Investor. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor (including, without limitation, the Lead Investor) pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations this Agreement or the transactions contemplated by the other Transaction Documents. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Investor (including, without limitation, Lead Investor) has acted as agent for such Investor in connection with such Investor making its investment hereunder and that no other Investor (including, without limitation, Lead Investor) will be acting as agent of such Investor in connection with monitoring such Investor’s its investment in the Securities or enforcing its rights under this Agreement or the other Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any the other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale Company acknowledges that each of the Securities contemplated hereby was solely in Investors has been provided with the control of the Company, not the action or decision of any Investor, and was done solely same Transaction Documents for the convenience purpose of the Company and its Subsidiaries closing a transaction with multiple Investors and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision Notwithstanding anything contained in this Agreement and in each or any other Transaction Document is between to the Companycontrary, each Subsidiary and an Investorthe Lead Investor shall not have any duty, solelyfiduciary or otherwise, and not between the Company, its Subsidiaries and the Investors collectively and not between and among the Investors.to any other Investor by virtue of such Investor serving as Lead Investor or otherwise. [signature page follows]

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under the Transaction Private Placement Documents are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Private Placement Document. Nothing contained herein or in any other Transaction Private Placement Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Private Placement Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Private Placement Documents. The decision of each Investor to purchase Securities pursuant to the Transaction Private Placement Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Investor has acted as agent or fiduciary for or representative of such Investor in connection with such Investor making its investment hereunder and that no other Investor will be acting as agent or fiduciary for or representative of such Investor in connection with monitoring such Investor’s investment in the Securities or enforcing its rights under the Transaction Private Placement Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Private Placement Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Investor, and was done is solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Investorconvenience. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Private Placement Document is between the Company, each Subsidiary Company and an a Investor, solely, and not between the Company, its Subsidiaries Company and the Investors collectively and not between and among the Investors.

Independent Nature of Investors’ Obligations and Rights. The obligations of each the Investor under this Agreement and the Other Investor under the Transaction Documents Other Securities Purchase Agreement are several and not joint with the obligations of any other Investorsuch investor, and no neither the Investor nor any such Other Investor shall be responsible in any way for the performance of the obligations of any other the Other Investor under any Transaction Document. The decision of the Investor and such Other Investor to purchase Common Stock pursuant to the Transaction Documents has been made by each such investor independently of any other investor and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company or any Company Subsidiary which may have been made or given by any other investor or by any agent or employee of any other investor, and neither the Investor nor the Other Investor, nor any of their respective agents or employees, shall have any liability to any other investor (or any other person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any other Transaction Document, and no action taken by any the Investor or the Other Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, investors as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Other Investor has acted as agent for such the Investor in connection with such Investor making its investment hereunder and that no other the Other Investor will not be acting as agent of such the Investor in connection with monitoring such Investor’s its investment in the Securities Purchased Shares or enforcing its rights under the Transaction Documents. The Company Investor and each the Other Investor confirms that each Investor has independently participated with signatory to the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor Other Securities Purchase Agreement shall be entitled to independently protect and enforce its rights, including, without limitation, including the rights arising out of this Agreement or out of any the other Transaction Documents, and it shall not be necessary for any other Investor investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary and an Investor, solely, and not between the Company, its Subsidiaries and the Investors collectively and not between and among the Investors.* * *

Independent Nature of Investors’ Obligations and Rights. The Except as expressly provided herein and therein, the obligations of each Investor under the this Agreement and each other Transaction Documents Document to which it is a party, are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under this Agreement or any other Transaction DocumentDocument to which it is a party. The decision of each Investor to purchase Series H Preferred Shares and Warrants pursuant to the Purchase Agreement and the other Transaction Documents has been made by such Investor independently of any other Investor. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor (including, without limitation, the Lead Investor) pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations this Agreement or the transactions contemplated by the other Transaction Documents. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Investor (including, without limitation, the Lead Investors) has acted as agent for such Investor in connection with such Investor making its investment hereunder under the Purchase Agreement and that no other Investor (including, without limitation, the Lead Investors) will be acting as agent of such Investor in connection with monitoring such Investor’s its investment in the Securities Series H Preferred Shares or enforcing its rights under this Agreement or the other Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any the other Transaction DocumentsDocuments to which it is a party, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale Company acknowledges that each of the Securities contemplated hereby was solely in Investors has been provided with the control of the Company, not the action or decision of any Investor, and was done solely same Transaction Documents for the convenience purpose of the Company and its Subsidiaries closing a transaction with multiple Investors and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision Notwithstanding anything contained in this Agreement and in each or any other Transaction Document is between to the Companycontrary, each Subsidiary and an Investorthe Lead Investors shall not have any duty, solelyfiduciary or otherwise, and not between to any other Investor by virtue of such investor serving as the Company, its Subsidiaries and the Investors collectively and not between and among the Investors.Lead Investor or otherwise. [SIGNATURE PAGE FOLLOWS] [Company Signature Page]

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under the Transaction Private Placement Documents are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Private Placement Document. Nothing contained herein or in any other Transaction Private Placement Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Private Placement Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Private Placement Documents. The decision of each Investor to purchase Securities pursuant to the Transaction Private Placement Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Investor has acted as agent or fiduciary for or representative of such Investor in connection with such Investor making its investment hereunder and that no other Investor will be acting as agent or fiduciary for or representative of such Investor in connection with monitoring such Investor’s 's investment in the Securities or enforcing its rights under the Transaction Private Placement Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Private Placement Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Investor, and was done is solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Investorconvenience. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Private Placement Document is between the Company, each Subsidiary Company and an a Investor, solely, and not between the Company, its Subsidiaries Company and the Investors collectively and not between and among the Investors.. The parties have caused this Agreement to be executed as of the date first above written by their respective duly authorized officials. JACKSONVILLE BANCORP, INC. By: /s/ Gxxxxxx X. Xxxxx Name: Gxxxxxx X. Xxxxx Title: President Subscription Amount: INVESTOR Number of Purchased Shares: By: Name: Title:

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under the Transaction Private Placement Documents are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Private Placement Document. Nothing contained herein or in any other Transaction Private Placement Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a any implication or presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Private Placement Documents or any matters, and the . The Company acknowledges that the Investors are not acting (i) jointly, (ii) in concert or (iii) as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Private Placement Documents. The decision of each Investor to purchase Securities pursuant to the Transaction Private Placement Documents has been made by such Investor independently of of, and without reliance on, any other Investor. Each Investor acknowledges that no other Investor has acted as agent or fiduciary for or representative of such Investor in connection with such Investor making its investment hereunder and that no other Investor will be acting as agent or fiduciary for or representative of such Investor in connection with monitoring such Investor’s investment in the Securities or enforcing its rights under the Transaction Private Placement Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, including the rights arising out of this Agreement or out of any other Transaction Private Placement Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Investor, and was done is solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Investorconvenience. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Private Placement Document is between the Company, each Subsidiary Company and an a Investor, solely, and not between the Company, its Subsidiaries Company and the Investors collectively and not between and among the Investors. The parties have caused this Agreement to be executed as of the date first above written by their respective duly authorized officials. JACKSONVILLE BANCORP, INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Chief Executive Officer [SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT] Subscription Amount*: Up to $25,000,000.00, including the Liquidation Amount of any shares of Series B Preferred Stock exchanged for Preferred Stock pursuant to the Exchange Agreement Number of Purchased Shares*: Up to 25,000, including shares of Preferred Stock issued upon conversion of Series B Preferred Stock pursuant to the Exchange Agreement. CAPGEN CAPITAL GROUP IV LP BY: CAPGEN CAPITAL GROUP IV LLC, AS GENERAL PARTNER OF CAPGEN CAPITAL GROUP IV LP By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President and Chief Financial Officer * The Subscription Amount and the number of Purchased Shares to be bought by CapGen are subject to the condition that in no event will such Purchased Shares together with any shares of Preferred Stock acquired in the Exchange for Series B Preferred Stock, when all shares of Preferred Stock are considered on a fully converted basis, together with all other shares of Common Stock beneficially held by CapGen and its affiliates, exceed 49.9% of the Company’s outstanding shares of Common Stock at any time. INVESTOR: Subscription Amount: $2,530,000.00 CAPGEN CAPITAL ADVISORS, LLC (Name of Investor) Number of Purchased Shares: 2,530 By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President & CFO Address for purposes of Section 9.05 (Notice): c/o CapGen Financial 1185 Avenue of the Americas Xxxxx 0000 Xxx Xxxx, XX 00000 INVESTOR: Subscription Amount: $830,000.00 Number of Purchased Shares: 830 By: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx Address for purposes of Section 9.05 (Notice): c/o CapGen Financial 1185 Avenue of the Americas Xxxxx 0000 Xxx Xxxx, XX 00000 INVESTOR: Subscription Amount: $180,000.00 Ithan Creek Investors II USB, LLC Number of Purchased Shares: 180 (Name of Investor) By: Wellington Management Company, LLP, as investment adviser By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President and Counsel Address for purposes of Section 9.05 (Notice): Wellington Management Company, LLP c/o Xxxxxx X. Xxxxxxx 000 Xxxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 INVESTOR: Subscription Amount: $3,048,000.00 Bay Pond Partners, L.P. Number of Purchased Shares: 3,048 (Name of Investor) By: Wellington Management Company, LLP, as investment adviser By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President and Counsel Address for purposes of Section 9.05 (Notice): Wellington Management Company, LLP c/o Xxxxxx X. Xxxxxxx 000 Xxxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 INVESTOR: Subscription Amount: $1,935,000.00 Bay Pond Investors USB, LLC Number of Purchased Shares: 1,935 (Name of Investor) By: Wellington Management Company, LLP, as investment adviser By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President and Counsel Address for purposes of Section 9.05 (Notice): Wellington Management Company, LLP c/o Xxxxxx X. Xxxxxxx 000 Xxxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 INVESTOR: Subscription Amount: $700,000.00 Ithan Creek Investors USB, LLC Number of Purchased Shares: 700 (Name of Investor) By: Wellington Management Company, LLP, as investment adviser By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President and Counsel Address for purposes of Section 9.05 (Notice): Wellington Management Company, LLP c/o Xxxxxx X. Xxxxxxx 000 Xxxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 INVESTOR: Subscription Amount: $637,000.00 Wolf Creek Partners, L.P. Number of Purchased Shares: 637 (Name of Investor) By: Wellington Management Company, LLP, as investment adviser By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President and Counsel Address for purposes of Section 9.05 (Notice): Wellington Management Company, LLP c/o Xxxxxx X. Xxxxxxx 000 Xxxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 INVESTOR: Subscription Amount: $500,000.00 Wolf Creek Investors USB, LLC Number of Purchased Shares: 500 (Name of Investor) By: Wellington Management Company, LLP, as investment adviser By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President and Counsel Address for purposes of Section 9.05 (Notice): Wellington Management Company, LLP c/o Xxxxxx X. Xxxxxxx 000 Xxxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 INVESTOR: Subscription Amount: $4,000,000.00 TFO FINANCIAL INSTITUTIONS RESTRUCTURING FUND LLC Number of Purchased Shares: 4,000 (Name of Investor) By: TFO FINANCIAL INSTITUTIONS RESTRUCTURING FUND SPC AS MANAGING MEMBER By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Director Date: November 27, 2012 Address for purposes of Section 9.05 (Notice): TFO Financial Institution Restructuring Fund LLC 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 United States of America INVESTOR: Subscription Amount: $3,000,000.00 Xxxxxxxxxx Asset I, LLC (Name of Investor) Number of Purchased Shares: 3,000 By: /s/ Xxxxxx Xxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxx Title: Authorized Signature Address for purposes of Section 9.05 (Notice): Xxxxxxxxxx Asset I, LLC c/o Waterfall Asset Management, LLC 0000 Xxxxxx xx Xxxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 [SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT] INVESTOR: Subscription Amount: $1,325,000.00 BP MASTER FUND, LP (Name of Investor) Number of Purchased Shares: 1,325 By: Boston Provident Administration, Inc. Its: Investment Manager By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: President Address for purposes of Section 9.05 (Notice): Boston Provident Administration, Inc. 000 Xxxxx Xxxxxx, Xxxxx 00X XX, XX 00000 INVESTOR: Subscription Amount: $29,000.00 Malta Partners, L.P. By: XXXX Holdings, LLC, its General Partner (Name of Investor) Number of Purchased Shares: 29 By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Member Address for purposes of Section 9.05 (Notice): c/o Sandler X’Xxxxx Asset Management 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 INVESTOR: Subscription Amount: $136,000.00 Malta Hedge Fund, L.P. By: XXXX Holdings, LLC, its General Partner (Name of Investor) Number of Purchased Shares: 136 By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Member Address for purposes of Section 9.05 (Notice): c/o Sandler X’Xxxxx Asset Management 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 INVESTOR: Subscription Amount: $868,000.00 Malta Hedge Fund II, L.P. By: XXXX Holdings, LLC, its General Partner (Name of Investor) Number of Purchased Shares: 868 By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Member Address for purposes of Section 9.05 (Notice): c/o Sandler X’Xxxxx Asset Management 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 INVESTOR: Subscription Amount: $317,000.00 Malta Offshore, Ltd. (Name of Investor) Number of Purchased Shares: 317 By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Director Address for purposes of Section 9.05 (Notice): c/o Sandler X’Xxxxx Asset Management 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 INVESTOR: Subscription Amount: $1,500,000.00 XXXX Capital Partners, L.P. By: XXXX Venture Holdings, LLC, its General Partner (Name of Investor) Number of Purchased Shares: 1,500 By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Member Address for purposes of Section 9.05 (Notice): c/o Sandler X’Xxxxx Asset Management 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 INVESTOR: Subscription Amount: $150,000.00 XXXX Phoenix Partners, L.P. By: XXXX Holdings, LLC, its General Partner (Name of Investor) Number of Purchased Shares: 150 By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Member Address for purposes of Section 9.05 (Notice): c/o Sandler X’Xxxxx Asset Management 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 INVESTOR: Subscription Amount: $750,000.00 MOORS AND MENDON MASTER FUND LP (Name of Investor) Number of Purchased Shares: 750 By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Member Mendon GP LLC GP to the Moors and Mendon Master Fund LP Address for purposes of Section 9.05 (Notice): Mendon Capital Advisors Corp 000 Xxxxxx Xxxxx Xx. Xxxxxxxxx, XX 00000 Attention: Xxx Xxxxxxxx INVESTOR: Subscription Amount: $300,000.00 Xxxx Xxxxxxx Green (Name of Investor) Number of Purchased Shares: 300 By: /s/ Xxxx Xxxxxxx Green Address for purposes of Section 9.05 (Notice): 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 SCHEDULE I FORM OF PREFERRED STOCK DESIGNATION [See Exhibit 3.2.] SCHEDULE II FORM OF SERIES B PREFERRED STOCK EXCHANGE AGREEMENT [See Exhibit 10.3.] SCHEDULE III FORM OF ESCROW AGREEMENT This Escrow Agreement, dated as of December , 2012 (this “Agreement”), is entered into by and between Jacksonville Bancorp, Inc., a Florida corporation (the “Company”), The Jacksonville Bank, Jacksonville, Florida, a wholly owned subsidiary of the Company (the “Bank”), and SunTrust Bank, a Georgia banking corporation, as escrow agent (the “Escrow Agent”). Capitalized terms used but not defined herein have the same meanings as provided in the SPA (as defined below).

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under the any Transaction Documents Document are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. The decision of each Investor to purchase the Private Placement ADSs pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with such Investor making its investment hereunder and that no other Investor will be acting as agent of such Investor in connection with monitoring such Investor’s its investment in the Securities Private Placement ADSs or enforcing its rights under the Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other the Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. For reasons of administrative convenience only, the Investors and their respective counsels have chosen to communicate with the Company through Xxxxxxx Procter LLP, counsel to the Placement Agents. Each Investor acknowledges that Xxxxxxx Procter LLP has rendered legal advice to the Placement Agents and not to such Investor in connection with the transactions contemplated hereby, and that each such Investor has relied for such matters on the advice of its own respective counsel. The use of a single agreement to effectuate the purchase and sale Company acknowledges that each of the Securities contemplated hereby was solely in Investors has been provided with the control of the Company, not the action or decision of any Investor, and was done solely same Transaction Documents for the convenience purpose of the Company and its Subsidiaries closing a transaction with multiple Investors and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary Company and an Investor, solely, and not between the Company, its Subsidiaries Company and the Investors collectively and not between and among the Investors.

Independent Nature of Investors’ Obligations and Rights. The Except as expressly provided herein and therein, the obligations of each XXXX Investor under the this Agreement and each other Transaction Documents Document to which it is a party, are several and not joint with the obligations of any other XXXX Investor, and no XXXX Investor shall be responsible in any way for the performance of the obligations of any other XXXX Investor under this Agreement or any other Transaction DocumentDocument to which it is a party. The decision of each Investor to purchase Series H Preferred Shares and Warrants pursuant to the Purchase Agreement and the other Transaction Documents has been made by such Investor independently of any other Investor. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor (including, without limitation, the Lead Investor) pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations this Agreement or the transactions contemplated by the other Transaction Documents. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Investor (including, without limitation, the Lead Investors) has acted as agent for such Investor in connection with such Investor making its investment hereunder under the Purchase Agreement and that no other Investor (including, without limitation, the Lead Investors) will be acting as agent of such Investor in connection with monitoring such Investor’s its investment in the Securities Series H Preferred Shares or enforcing its rights under this Agreement or the other Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each XXXX Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any the other Transaction DocumentsDocuments to which it is a party, and it shall not be necessary for any other XXXX Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale Company acknowledges that each of the Securities contemplated hereby was solely in Investors has been provided with the control of the Company, not the action or decision of any Investor, and was done solely same Transaction Documents for the convenience purpose of the Company and its Subsidiaries closing a transaction with multiple Investors and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision Notwithstanding anything contained in this Agreement and in each or any other Transaction Document is between to the Companycontrary, each Subsidiary and an Investorthe Lead Investors shall not have any duty, solelyfiduciary or otherwise, and not between to any other XXXX Investor by virtue of such investor serving as the Company, its Subsidiaries and the Investors collectively and not between and among the Investors.Lead Investor or otherwise. [SIGNATURE PAGE FOLLOWS] [Company Signature Page]

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under the Transaction Documents are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Investor to purchase Securities Notes pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with such Investor making its investment hereunder and that no other Investor will be acting as agent of such Investor in connection with monitoring such Investor’s investment in the Securities Notes or enforcing its rights under the Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities Notes contemplated hereby was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary Company and an a Investor, solely, and not between the Company, its Subsidiaries Company and the Investors collectively and not between and among the Investors.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under the any Transaction Documents Document are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. The decision of each Investor to purchase Convertible Notes pursuant to the Transaction Documents has been made by such Investor independently of any other Investor and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company or any Subsidiary which may have been made or given by any other Investor or by any agent or employee of any other Investor, and no Investor and none of its agents or employees shall have any liability to any other Investor (or any other Person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with such Investor making its investment hereunder and that no other Investor will be acting as agent of such Investor in connection with monitoring such Investor’s its investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, including without limitation, limitation the rights arising out of this Agreement or out of any the other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale Company acknowledges that each of the Securities contemplated hereby was solely in Investors has been provided with the control of the Company, not the action or decision of any Investor, and was done solely same Transaction Documents for the convenience purpose of the Company and its Subsidiaries closing a transaction with multiple Investors and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary Company and an Investor, solely, and not between the Company, its Subsidiaries Company and the Investors collectively and not between and among the Investors.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under the Transaction Documents Agreements are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction DocumentAgreement. Nothing contained herein or in any other Transaction DocumentAgreement, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that that, the Investors do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents Agreements or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction DocumentsAgreements. The decision of each Investor to purchase Securities Shares pursuant to the Transaction Documents Agreements has been made by such Investor independently of any other Investor. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with such Investor making its investment hereunder and that no other Investor will be acting as agent of such Investor in connection with monitoring such Investor’s investment in the Securities or enforcing its rights under the Transaction DocumentsAgreements. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction DocumentsAgreements, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities Shares contemplated hereby was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document Agreement is between the Company, each Subsidiary Company and an Investor, solely, and not between the Company, its Subsidiaries Company and the Investors collectively and not between and among the Investors. The Company has not, directly or indirectly, made any agreements with any Investors relating to the terms or conditions of the transactions contemplated by the Transaction Agreements except as set forth in the Transaction Agreements.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under the Transaction Documents are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any other matters, and the Company acknowledges that that, to its knowledge, the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, group with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Each Investor acknowledges 37 that no other Investor has acted as agent for such Investor in connection with such Investor making its investment hereunder and that no other Investor or counsel or advisor for such other Investor will be acting as agent of such Investor in connection with monitoring such Investor’s investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Investor confirms that each Investor has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary Company and an Investor, solely, and not between the Company, its Subsidiaries Company and the Investors collectively and not between and among the Investors.