Common use of Investment Representation Clause in Contracts

Investment Representation. The Investor is purchasing Preferred Shares and Warrants pursuant to this Agreement for its own account for investment only and not with a view towards their distribution or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATION."

Investment Representation. Notwithstanding anything herein to the contrary, the Optionee hereby represents and warrants to the Company, that: a. The Investor is purchasing Preferred Shares and Warrants pursuant to this Agreement Common Stock that will be received upon exercise of the Stock Option are acquired for its investment purposes only for the Optionee’s own account for investment only and not with a view towards their distribution to or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated under in connection with any distribution, re-offer, resale or other disposition not in compliance with the Securities Act of 1933, as amended 1933 (the "“Securities Act")”) and applicable state securities laws; b. The Optionee, has alone or together with the Optionee’s representatives, possesses such expertise, knowledge and experience sophistication in financial and business matters generally, and in the type of transactions in which the Company proposes to engage in particular, that enable it to evaluate the Optionee is capable of evaluating the merits and economic risks of investment in acquiring Common Stock upon the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions exercise of the Preferred Shares Stock Option and the Warrants. holding such Common Stock; c. The Investor Optionee has received had access to all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed with respect to the Investor Common Stock underlying the Stock Option that the Preferred Shares Optionee deems necessary to make a complete evaluation thereof, and has had the Warrants have opportunity to question the Company concerning the Stock Option; d. The decision of the Optionee to acquire the Common Stock upon exercise of the Stock Option for investment has been based solely upon the evaluation made by the Optionee; e. The Optionee understand that the Common Stock underlying the Stock Option constitutes “restricted securities” under the Securities Act and has not been registered under the Securities Act and may not in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Optionee’s investment intent as expressed herein. The Optionee further understands that the Common Stock underlying the Stock Option must be sold, transferred or otherwise assigned absent such registration held indefinitely unless it is subsequently registered under the Securities Act or an exemption therefrom. FCG has also informed from such registration is available; f. The Optionee acknowledges and understands that the Investor Company is under no obligation to register the Common Stock underlying the Stock Option and that the certificates evidencing such Common Stock will be imprinted with a legend which prohibits the transfer of such Common Stock unless it is registered or such registration is not required in the opinion of counsel satisfactory to the Company and any routine sale other legend required under applicable state securities laws; and g. The Optionee is an “accredited investor,” as such term is defined in Section 501 of Preferred Shares and Warrants made in reliance upon Rule 144 Regulation D promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONAct."

Investment Representation. The Investor is purchasing Preferred Optionee hereby represents and warrants that any Shares and Warrants pursuant to this Agreement which he may acquire by virtue of the exercise of the Option shall be acquired solely for its his own account account, for investment only purposes only, and not with a view towards their to distribution or resale. The Investor represents ; provided, however, that it is an "accredited" investor within this restriction shall become inoperative in the meaning of Rule 501 promulgated event the Shares which are subject to the Option shall be registered under the Securities Act Act, part of 1933a class of shares registered under Section 12 of the Exchange Act, as amended (and exempt from the "Securities Act")registration requirements of applicable state securities laws, has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment or in the Preferred Shares and Warrants, event there is able presented to bear the economic risk Company an opinion of a loss of its entire investment therein and is prepared counsel satisfactory to hold the Preferred Shares and Company to the Warrants for an indefinite period of time. The Investor has received effect that the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions offer or sale of the Preferred Shares and which are subject to the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered Option may lawfully be made without registration under the Securities Act and applicable state securities laws. The Optionee agrees to sign a certificate to such effect at the time of exercising the Option and agrees that the certificate for the Shares so purchased may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed inscribed with the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under following legend to ensure compliance with the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legendstate securities laws: "THESE SECURITIES “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH AMENDED (THE “SECURITIES ACT”) OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OFFERED FOR SALESOLD, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE DISPOSED OF AN EFFECTIVE UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT THERETO UNDER TO SUCH ACT SHARES HAS BECOME EFFECTIVE AND ANY APPLICABLE REQUIREMENTS OF STATE SECURITIES LAWS ARE MET, OR UNLESS THE STOCKHOLDER ESTABLISHES TO THE SATISFACTION OF THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONIS AVAILABLE."”

Investment Representation. Notwithstanding anything herein to the contrary, the Optionee hereby represents and warrants to the Company, that: a. The Investor is purchasing Preferred Shares and Warrants pursuant to this Agreement Common Stock that will be received upon the exercise of the Stock Option are acquired for its investment purposes only for the Optionee’s own account for investment only and not with a view towards their distribution to or in connection with any distribution, re-offer, resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated under , or other disposition not in compliance with the Securities Act of 1933, as amended (the "“Securities Act")”) and applicable state securities laws; b. The Optionee, has alone or together with the Optionee’s representatives, possesses such knowledge expertise, knowledge, and experience sophistication in financial and business matters generally, and in the type of transactions in which the Company proposes to engage in particular, that enable it to evaluate the Optionee is capable of evaluating the merits and economic risks of investment in acquiring Common Stock upon the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions exercise of the Preferred Shares Stock Option and the Warrants. holding such Common Stock; c. The Investor Optionee has received had access to all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed with respect to the Investor Common Stock underlying the Stock Option that the Preferred Shares Optionee deems necessary to make a complete evaluation thereof and has had the opportunity to question the Company concerning the Stock Option and the Warrants have Common Stock underlying the Stock Option; d. The decision of the Optionee to acquire the Common Stock upon exercise of the Stock Option for investment has been based solely upon the evaluation made by the Optionee; e. The Optionee understands that the Common Stock underlying the Stock Option constitutes “restricted securities” under the Securities Act and has not been registered under the Securities Act and may not in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Optionee’s investment intent as expressed herein. The Optionee further understands that, subject to Section 27 below, the Common Stock underlying the Stock Option must be sold, transferred or otherwise assigned absent such registration held indefinitely unless it is subsequently registered under the Securities Act or an exemption therefrom. FCG has also informed from such registration is available; f. Except as set forth in Section 15 below, the Investor Optionee acknowledges and understands that the Company is under no obligation to register the Common Stock underlying the Stock Option and that the certificates evidencing such Common Stock will be imprinted with a legend which prohibits the transfer of such Common Stock unless it is registered or such registration is not required in the opinion of counsel satisfactory to the Company and any routine sale other legend required under applicable state securities laws; and g. The Optionee is an “accredited investor,” as such term is defined in Section 501 of Preferred Shares and Warrants made in reliance upon Rule 144 Regulation D promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONAct."

Investment Representation. The Investor (a) Holder represents and warrants to the Company that Holder is purchasing Preferred acquiring the Warrant and the Shares and Warrants pursuant to this Agreement issuable upon exercise of the Warrant ("Warrant Shares") for its Holder's own account for the purpose of investment only and not with a view towards their toward resale or other distribution or resalethereof in violation of the Act. The Investor represents Holder acknowledges that it the effect of the representations and warranties is an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire the investment therein in the Warrant and is prepared to hold Warrant Shares must be borne by the Preferred Shares and the Warrants Holder for an indefinite period of time. The Investor has received These representations and warranties shall be deemed to be continuing representations and warranties and shall be in full force and effect upon such exercise of the opportunity Warrant granted hereby. (b) In order to ask questionsenable the Company to comply with the Act and any relevant state law, the Company may require the Holder as a condition of the exercising of the Warrant granted hereunder, to give written assurance satisfactory to the Company that the Warrant Shares are being acquired for its own account, for investment only, with no view to the distribution of same, and has obtained the related answers, regarding the business, financial condition and results that any subsequent resale of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred any such Warrant Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered either shall be made pursuant to a registration statement under the Securities Act which shall become effective and may not be is current with regard to the shares being sold, transferred or otherwise assigned absent such registration or shall be pursuant to an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated from registration under the Securities Act can be made only in accordance with Act. If the terms and conditions of such Rule and, further, that in case such Rule is Warrant Shares are not applicable subject to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption an effective registration statement under the Securities Act prior to resale. FCG has informed Act, the Investor that certificates representing the Preferred evidencing Warrant Shares and Warrants issued pursuant to this Agreement shall bear the following restrictive legend or a substantially similar legend: "THESE SECURITIES THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 19331933 OR UNDER ANY STATE SECURITIES LAWS, AS AMENDED. SUCH SECURITIES AND MAY NOT BE SOLD SOLD, TRANSFERRED, OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED PLEDGED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT THE APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR AN EXEMPTION OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT THE TRANSFER IS EXEMPT FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS UNDER THE APPLICABLE FEDERAL AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONSTATE SECURITIES LAWS."

Investment Representation. The Investor is purchasing Preferred Holder, by acceptance hereof, represents as of the date hereof, as follows: i. The Warrant Shares and issuable upon exercise of the Warrants pursuant to this Agreement for its own account (collectively, the “Acquired Securities”) will be acquired for investment only for the Holder’s own account, not as a nominee or agent, and not with a view towards their to the resale or distribution of any part of the Acquired Securities in contravention of applicable law, and that the Holder has no present intention of selling, granting any participation in, or resaleotherwise distributing the same. The Investor represents that it Holder does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person in or with respect to any of the Acquired Securities. ii. The Holder is and upon the acquisition of Acquired Securities upon exercise of the Warrants will be an "accredited" investor “accredited investor” within the meaning of Rule 501 promulgated of Regulation D of the rules and regulations of the Securities and Exchange Commission under the Securities Act. The Holder has not been organized for the purposes of acquiring the Acquired Securities. iii. The Holder understands that the Acquired Securities it may acquire as contemplated by this Warrant are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933(“Rule 144”) inasmuch as they will be acquired from the Company in a transaction not involving a public offering and that under the federal securities laws and, as amended (applicable regulations such Acquired Securities may be resold without registration under the "Securities Act only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144 and understands the resale limitations imposed thereby and by the Securities Act"), has such knowledge and experience in financial and business matters . The Holder acknowledges that enable it to evaluate the merits and risks of its investment in the Preferred Shares and Warrants, is able Acquired Securities may be an illiquid investment requiring the Holder to bear the economic risk of a loss of its entire the investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period period; and iv. Without in any way limiting the representations set forth in this Section 2(d), the Holder agrees not to make any disposition of time. The Investor all or any portion of the Acquired Securities unless and until the transferee has received agreed in writing for the opportunity benefit of the Company to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and be bound by the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ this Warrant (provided that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered such Holder is making such disposition in a transaction other than pursuant to Rule 144 or under an effective registration statement under the Securities Act and may not be soldin accordance with any applicable state securities laws), transferred or otherwise assigned absent such registration or and (A) the Holder shall have notified the Company of the proposed disposition, and (B) if requested by the Company, the Holder shall have furnished the Company with an exemption therefrom. FCG has also informed opinion of counsel, in form and substance reasonably satisfactory to the Investor that any routine Company, rendered by a law firm experienced in matters involving the sale of Preferred Shares securities under federal and Warrants made in reliance upon Rule 144 promulgated state securities laws, that such disposition will not require registration of the Acquired Securities under the Securities Act can or registration or qualification under any state securities or “blue sky” law. In the event certificates for Ordinary Shares are delivered upon the exercise of this Warrant, the Company may cause a legend or legends to be made only placed on such certificates to make appropriate reference to such foregoing representations and to restrict transfer in accordance with the terms and conditions absence of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONapplicable federal or state securities laws."

Investment Representation. The Investor is purchasing Preferred Holder, by acceptance hereof, represents as of the date hereof, as follows: (i) The Warrant Shares and issuable upon exercise of the Warrants pursuant to this Agreement for its own account (collectively, the "Acquired Securities") will be acquired for investment only for the Holder's own account, not as a nominee or agent, and not with a view towards their to the resale or distribution of any part of the Acquired Securities in contravention of applicable law, and that the Holder has no present intention of selling, granting any participation in, or resaleotherwise distributing the same. The Investor represents that it Holder does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person in or with respect to any of the Acquired Securities. (ii) The Holder is and upon the acquisition of Acquired Securities upon exercise of the Warrants will be an "accreditedaccredited investor" investor within the meaning of Rule 501 promulgated of Regulation D of the Rules and Regulations of the Securities and Exchange Commission under the Securities Act. The Holder has not been organized for the purposes of acquiring the Acquired Securities. (iii) The Holder understands that the Acquired Securities it may acquire as contemplated by this Warrant are "restricted securities" within the meaning of Rule 144 under the Securities Act of 1933("Rule 144") inasmuch as they will be acquired from the Company in a transaction not involving a public offering and that under the federal securities laws and applicable regulations such Acquired Securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, as amended (the "Holder represents that it is familiar with Rule 144 and understands the resale limitations imposed thereby and by the Securities Act"), has such knowledge and experience in financial and business matters . The Holder acknowledges that enable it to evaluate the merits and risks of its investment in the Preferred Shares and Warrants, is able Acquired Securities may be an illiquid investment requiring the Holder to bear the economic risk of a loss of its entire the investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period period; and (iv) Without in any way limiting the representations set forth in this Section 2(d), the Holder agrees not to make any disposition of time. The Investor all or any portion of the Acquired Securities unless and until the transferee has received agreed in writing for the opportunity benefit of the Company to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and be bound by the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ this Warrant (provided that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered such Holder is making such disposition in a transaction other than pursuant to Rule 144 or under an effective registration statement under the Securities Act and may not be soldin accordance with any applicable state securities laws), transferred or otherwise assigned absent such registration or and (A) the Holder shall have notified the Company of the proposed disposition, and (B) if requested by the Company, the Holder shall have furnished the Company with an exemption therefrom. FCG has also informed opinion of counsel, in form and substance reasonably satisfactory to the Investor that any routine Company, rendered by a law firm experienced in matters involving the sale of Preferred Shares securities under federal and Warrants made in reliance upon Rule 144 promulgated state securities laws, that such disposition will not require registration of the Acquired Securities under the Securities Act can or registration or qualification under any state securities or "blue sky" law. In the event certificates for Ordinary Shares are delivered upon the exercise of this Warrant, the Company may cause a legend or legends to be made only placed on such certificates to make appropriate reference to such foregoing representations and to restrict transfer in accordance with the terms and conditions absence of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONapplicable federal or state securities laws."

Investment Representation. The Investor is purchasing Preferred Neither this Warrant nor the Warrant Shares and Warrants pursuant to issuable upon the exercise of this Agreement for its own account for investment only and not with a view towards their distribution or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated Warrant have been registered under the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time) or any state securities laws. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results Holder acknowledges by acceptance of operations of Holdco, VANTAS and Old HQ and the terms and conditions this Warrant that as of the Preferred Shares date of this Warrant and at the Warrantstime of exercise (a) he has acquired this Warrant or the Warrant Shares, as the case may be, for investment and not with a view to distribution; and either (b) he has a pre-existing personal or business relationship with the Corporation, or its executive officers, or by reason of his business or financial experience he has the capacity to protect his own interests in connection with the transaction; and (c) he is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act. The Investor has received all Holder agrees that any Warrant Shares issuable upon exercise of the information regarding Holdco, VANTAS this Warrant will be acquired for investment and Old HQ that it has requested. FCG has informed the Investor that the Preferred not with a view to distribution and such Warrant Shares and the Warrants have will not been be registered under the Securities Act and applicable state securities laws and that such Warrant Shares may not have to be sold, transferred held indefinitely unless they are subsequently registered or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated qualified under the Securities Act can and applicable state securities laws or, based on an opinion of counsel reasonably satisfactory to the Corporation, an exemption from such registration and qualification is available. The Holder, by acceptance hereof, consents to the placement of the following restrictive legends, or substantially similar legends, on each certificate to be made only issued to the Holder by the Corporation in accordance connection with the terms and conditions issuance of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legendWarrant Shares: "THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH THE DISTRIBUTION HEREOF. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH , OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR PLEDGED, SOLD, OFFERED FOR SALE, TRANSFERRED TRANSFERRED, OR OTHERWISE ASSIGNED DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER OR EXEMPTION FROM SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONALL APPLICABLE STATE SECURITIES LAWS."

Investment Representation. The Investor is purchasing Preferred Each stockholder of the Company who will be receiving Shares and Warrants pursuant to this Agreement in the Second Step Merger will be receiving the shares of Holdco Voting Common Stock and/or Holdco Non-Voting Common Stock, as applicable, for his or its own account for investment only and not with a view towards their distribution or resale. The Investor represents Company reasonably believes that it is each such stockholder will either be an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), has or will have such knowledge and experience in financial and business matters that enable it to evaluate such stockholder is capable of evaluating the merits and risks of investment in the Preferred Shares shares of Holdco Voting Common Stock and/or Holdco Non-Voting Common Stock, as applicable, and Warrants, is will be able to bear the economic risk of a loss of its entire investment therein and is prepared to hold in the Preferred Shares and the Warrants for an indefinite period of timeHoldco Voting Common Stock or Holdco Non-Voting Common Stock. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent Company will inform each such registration or an exemption therefrom. FCG has also informed the Investor stockholder that any routine sale of Preferred Shares and Warrants such shares of Holdco Voting Common Stock and/or Holdco Non-Voting Common Stock, as applicable, made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, and further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrantsthe shares of Holdco Voting Common Stock and/or Holdco Non-Voting Common Stock, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor The Company will inform such stockholder that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement shall bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER TRANSFER, HYPOTHECATION OR OTHER ASSIGNMENT AS SUPPORTED BY IS AVAILABLE UNDER SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONACT."

Investment Representation. The Investor is purchasing Preferred Shares and Warrants pursuant to this Agreement Each LP Unit Recipient represents that its LP Units are being acquired by it with the present intention of holding such LP Units for its own account for investment only purposes of investment, and not with a view towards their distribution sale or resaleany other distribution. The Investor represents Each LP Unit Recipient acknowledges that the LP Units have not been registered under the Act. Each LP Unit Recipient recognizes that it may be required to bear the economic risk of an investment in the LP Units for an indefinite period of time. Contributor and each LP Unit Recipient is an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), Accredited Investor. Contributor and each LP Unit Recipient has such knowledge and experience in financial and business matters that enable it so as to evaluate be fully capable of evaluating the merits and risks of an investment in the Preferred Shares LP Units. No LP Units will be issued, delivered or distributed to any person or entity who is other than an Accredited Investor with respect to whom there has been delivered to Acquiror satisfactory Investor Materials confirming the status of such person or entity as an Accredited Investor. Each LP Unit Recipient has been furnished with the informational materials described in Section 3.4 (collectively, the “Informational Materials”), and Warrants, is able to bear has read and reviewed the economic risk of a loss of its entire investment therein Informational Materials and is prepared to hold understands the Preferred Shares and the Warrants for an indefinite period of timecontents thereof. The Investor has received LP Unit Recipients have been afforded the opportunity to ask questions, questions of those persons they consider appropriate and has obtained to obtain any additional information they desire in respect of the related answers, regarding LP Units and the business, operations, conditions (financial condition and results otherwise) and current prospects of operations of Holdco, VANTAS and Old HQ the UPREIT and the terms REIT. The LP Unit Recipients have consulted their own financial, legal and conditions tax advisors with respect to the economic, legal and tax consequences of delivery of the Preferred Shares LP Units and have not relied on the WarrantsInformational Materials, Acquiror, the UPREIT, the REIT or any of their officers, directors, affiliates or professional advisors for such advice as to such consequences. The Investor has received all All of the information regarding HoldcoInterest Holders in Contributor are Accredited Investors. No Contributor or LP Unit Recipient requires the consent of any Interest Holder in order to consummate the transactions contemplated by this Agreement, VANTAS including, without limitation, to amend any partnership agreement, operating agreement, charter or other governing document of Contributor or any LP Unit Recipient, and Old HQ that it no Interest Holder has requestedbeen solicited to approve the transactions contemplated by this Agreement. FCG has informed All of the Investor that the Preferred Shares Contributors and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made LP Unit Recipients are domiciled in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule (and, furtherin the case of non-individual LP Unit Recipients or Contributors, that in case such Rule is not applicable to any sale have their principal place of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under business in) the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONState of Arizona."

Investment Representation. The Investor is purchasing Preferred Holder, by acceptance hereof, represents as of the date hereof, as follows: (i) The Warrant Shares and issuable upon exercise of the Warrants pursuant to this Agreement for its own account (collectively, the "Acquired Securities") will be acquired for investment only for the Holder's own account, not as a nominee or agent, and not with a view towards their to the resale or distribution of any part of the Acquired Securities in contravention of applicable law, and that the Holder has no present intention of selling, granting any participation in, or resaleotherwise distributing the same. The Investor represents that it Holder does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person in or with respect to any of the Acquired Securities. (ii) The Holder is and upon the acquisition of Acquired Securities upon exercise of the Warrants will be an "accreditedaccredited investor" investor within the meaning of Rule 501 promulgated of Regulation D of the rules and regulations of the Securities and Exchange Commission under the Securities Act. The Holder has not been organized for the purposes of acquiring the Acquired Securities. (iii) The Holder understands that the Acquired Securities it may acquire as contemplated by this Warrant are "restricted securities" within the meaning of Rule 144 under the Securities Act of 1933("Rule 144") inasmuch as they will be acquired from the Company in a transaction not involving a public offering and that under the federal securities laws and applicable regulations such Acquired Securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, as amended (the "Holder represents that it is familiar with Rule 144 and understands the resale limitations imposed thereby and by the Securities Act"), has such knowledge and experience in financial and business matters . The Holder acknowledges that enable it to evaluate the merits and risks of its investment in the Preferred Shares and Warrants, is able Acquired Securities may be an illiquid investment requiring the Holder to bear the economic risk of a loss of its entire the investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period period; and (iv) Without in any way limiting the representations set forth in this Section 2(d), the Holder agrees not to make any disposition of time. The Investor all or any portion of the Acquired Securities unless and until the transferee has received agreed in writing for the opportunity benefit of the Company to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and be bound by the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ this Warrant (provided that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered such Holder is making such disposition in a transaction other than pursuant to Rule 144 or under an effective registration statement under the Securities Act and may not be soldin accordance with any applicable state securities laws), transferred or otherwise assigned absent such registration or and (A) the Holder shall have notified the Company of the proposed disposition, and (B) if requested by the Company, the Holder shall have furnished the Company with an exemption therefrom. FCG has also informed opinion of counsel, in form and substance reasonably satisfactory to the Investor that any routine Company, rendered by a law firm experienced in matters involving the sale of Preferred Shares securities under federal and Warrants made in reliance upon Rule 144 promulgated state securities laws, that such disposition will not require registration of the Acquired Securities under the Securities Act can or registration or qualification under any state securities or "blue sky" law. In the event certificates for Ordinary Shares are delivered upon the exercise of this Warrant, the Company may cause a legend or legends to be made only placed on such certificates to make appropriate reference to such foregoing representations and to restrict transfer in accordance with the terms and conditions absence of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONapplicable federal or state securities laws."

Investment Representation. The Investor (a) such Stockholder’s financial situation is purchasing Preferred such that such Stockholder can afford to bear the economic risk of holding the Rollover Shares and Warrants pursuant to this Agreement for its own account for investment only and not with a view towards their distribution or resale. The Investor represents that it is an "accredited" investor within the meaning indefinite period of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act")time, has adequate means for providing for such Stockholder’s current needs and personal contingencies, and can afford to suffer a complete loss of such Stockholder’s investment in the Rollover Shares; (b) such ▇▇▇▇▇▇▇▇▇▇▇’s knowledge and experience in financial and business matters are such that enable it to evaluate such Stockholder is capable of evaluating the merits and risks of the continued investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor TopCo Units; (c) such Stockholder has received been given the opportunity to ask questionsquestions of, and has obtained to receive answers from, TopCo and its representatives concerning TopCo, Parent, Merger Sub, the related answers, regarding Transaction and the business, financial condition and results of operations of Holdco, VANTAS and Old HQ other transactions contemplated by the Merger Agreement and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all waiver of the information regarding Holdcoright to receive cash consideration for the TopCo Units in connection with the Merger; (d) such Stockholder holds the applicable Rollover Shares, VANTAS and Old HQ that it has requested. FCG has informed ▇▇▇▇ ▇▇▇▇▇▇ the Investor that TopCo Units, for such Stockholder’s own account, not as nominee or agent, and not with a view to the Preferred Shares resale or distribution thereof; (e) such Stockholder understands that, following the Closing, the consolidated total indebtedness of the Company Entities and their Subsidiaries may be significantly greater than the Warrants have not been registered consolidated total indebtedness of the Company Entities and their Subsidiaries prior to the Closing Date; (f) such Stockholder is (i) an “accredited investor” within the meaning of Rule 501(a) under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or (ii) an exemption therefrom. FCG has also informed entity in which all equity owners are “accredited investors” within the Investor that any routine sale meaning of Preferred Shares and Warrants made in reliance upon Rule 144 501 of Regulation D promulgated under the Securities Act can Act; (g) nothing contained in this Agreement shall be made only deemed to obligate TopCo, Parent or any of their respective Affiliates to employ such Stockholder in accordance with any capacity whatsoever or to prohibit or restrict TopCo, Parent or any of their respective Affiliates, from terminating the terms and conditions employment of such Rule andStockholder at any time or for any reason whatsoever, further, that in case such Rule is not applicable with or without cause (subject to any sale terms of Preferred Shares employment contained in any separate agreement between TopCo, Parent or any of their respective Affiliates and Warrants, such Stockholder) or as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATION."set forth on Exhibit B.

Investment Representation. The Investor is purchasing Holdco Preferred Shares Shares, FCG Preferred Shares, Holdco Warrants and FCG Warrants pursuant to this Agreement for its own account for investment only and not with a view towards their distribution or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Holdco Preferred Shares Shares, FCG Preferred Shares, Holdco Warrants and FCG Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants same for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Holdco Preferred Shares Shares, FCG Preferred Shares, Holdco Warrants and the FCG Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. Holdco and FCG has have informed the Investor that the Holdco Preferred Shares Shares, FCG Preferred Shares, Holdco Warrants and the FCG Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. Holdco and FCG has have also informed the Investor that any routine sale of Holdco Preferred Shares Shares, FCG Preferred Shares, Holdco Warrants and FCG Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Holdco Preferred Shares Shares, FCG Preferred Shares, Holdco Warrants and FCG Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. Holdco and FCG has have informed the Investor that certificates representing the Holdco Preferred Shares Shares, FCG Preferred Shares, Holdco Warrants and FCG Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATION."

Investment Representation. The Investor represents to LTC and Ilion as follows: (a) The Investor has received and had the opportunity to review LTC's Form 10-KSB dated December 31, 2000, Form 10-QSB dated March 31, 2001, Form 10-QSB dated June 30, 2001, Form 10-QSB dated September 30, 2001, Form 8-K dated February 14, 2001, and Form 8-K dated December 12, 2001 (collectively, the "Disclosure Documents"). (b) The Investor or Investor's designated representatives have had the opportunity to conduct a satisfactory initial due diligence investigation of LTC and have had an opportunity to review the Disclosure Documents and to have all of their questions related thereto satisfactorily answered. Notwithstanding the foregoing LTC and Ilion acknowledge that the Investor expects to perform a further due diligence investigation of LTC as the Investor and LTC move toward closing, inter alia, the merger transaction, all as more accurately described in that certain Letter of Intent dated December 5, 2001, as extended, between LTC and GAIA Akkumulatorenwerke GmbH. However, Investor acknowledges and agrees that the extent of due diligence performed to date of LTC is purchasing Preferred sufficient to make an investment decision with respect to the Notes and Shares being purchased hereunder. (c) The Investor acknowledges that the Notes and Warrants pursuant to this Agreement for its own account for investment only Shares are speculative and not with involve a view towards their distribution or resale. The high degree of risk and the Investor represents that it is able to sustain the loss of the entire amount of its investment. (d) The Investor (or its members and/or officers) has previously invested in unregistered securities and has sufficient financial and investing expertise to evaluate and understand the risks of the Notes and Shares. (e) The Investor has received from LTC or Ilion, and is relying on, no representations except as set forth in this Agreement, the Disclosure Documents or the 3-Year Preliminary Budget and the Income/Expense Budget prepared by LTC or projections with respect to LTC's business and prospects which Investor acknowledges are forward-looking documents that involve risks and uncertainties that could cause actual results to differ materially from those projected in the budgets and projections. (f) The Investor is an "accreditedaccredited investor" investor within the meaning of Rule 501 promulgated Regulation D under the Securities Act of 1933, as amended 1933 (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. . (g) The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor acknowledges that the Preferred Notes and Shares and the Warrants have not been registered under the Securities Act and may not be soldapplicable state securities laws, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale and accordingly, constitute "restricted securities" for purposes of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can and such state securities laws. (h) The Investor acknowledges that it will not be made only in accordance able to transfer the Notes and Shares except upon compliance with the terms and conditions registration requirements of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed and applicable state securities laws or exemptions therefrom. (i) The certificates and/or instruments evidencing the Investor that certificates representing the Preferred Notes and Shares and Warrants issued pursuant to this Agreement bear will contain the following legend: "THESE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES , AND MAY NOT BE SOLD SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN EXEMPTION OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL AND FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE ATTORNEYS REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONCOMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED."

Investment Representation. The Investor Buyer is purchasing Preferred acquiring the Shares and Warrants pursuant to this Agreement from the Stockholder for its the Buyer's own account for investment only and not with a view towards their to, or for sale in connection with, any distribution of the Shares in violation of the Securities Act or resaleany rule or regulation thereunder. The Investor represents that it Buyer has no present intention of distributing or selling the Shares, and the Buyer has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition of the Shares. The Buyer is an "accreditedaccredited investor" investor within the meaning of Rule 501 promulgated 501(a) under the Securities Act Act. The Buyer has had adequate opportunity to obtain from representatives of 1933, the Company such information about the Company as amended (is necessary for the "Securities Act"), has such knowledge and experience in financial and business matters that enable it Buyer to evaluate the merits and risks of investment in the Preferred Buyer's acquisition of the Shares and Warrants, is able pursuant to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of timethis Agreement. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ Buyer acknowledges that it has requestedreceived certain forward-looking information from the Stockholder or the Company in connection with this Agreement and the transactions contemplated hereby. FCG has informed The Buyer understands that neither the Investor Company nor the Stockholder can guarantee that the Preferred Company actually will achieve the plans, intentions or expectations disclosed in such forward-looking statements and that the Company's actual results could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements. The Buyer has sufficient expertise in business and financial matters to be able to evaluate the risks involved in the acquisition of the Shares pursuant to the Agreement and to make an informed investment decision with respect to such acquisition. The Buyer understands that (a) the Warrants Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act and (b) the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available. A legend substantially in the following form will be placed on the certificate or certificates representing the Shares: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold, transferred or otherwise assigned absent disposed of in the absence of an effective registration statement under such Act or an opinion of counsel satisfactory to the corporation to the effect that such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONrequired."

Investment Representation. The Investor is purchasing Preferred Shares and Warrants pursuant to this Agreement Each Principal Geo Shareholder will accept the Merger Consideration for his, her or its own account and not for any other Person and for investment purposes only and not with a without any view towards their distribution to distribute, resell or resaleotherwise transfer the same. The Investor represents Each Principal Geo Shareholder represents, warrants and acknowledges that he, she or it has such knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of the investment contemplated to be made hereunder and that he, she or it has sufficient financial strength to hold the same as an investment and to bear the economic risks of such investment (including possible loss of such investment) for an indefinite period of time. Each Principal Geo Shareholder acknowledges that he, she or it is an "accredited" investor within fully informed that the meaning Merger Consideration is being issued pursuant to a private offering exemption of Rule 501 promulgated the Securities Act, and is not being registered under the Securities Act or under the securities or blue sky laws of 1933any state or foreign jurisdiction; that such securities must be held indefinitely unless they are subsequently registered under the Securities Act and any applicable state securities or blue sky laws, as amended (or unless an exemption from registration is available thereunder; and that the "Securities Act")Company has no obligation to register such securities. Each Principal Geo Shareholder acknowledges that he, she or it has such knowledge and experience in financial and business matters so as to be capable of evaluating the risks and merits of this investment, that enable it all public documents and records pertaining to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able Company have been made available or delivered to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for them; that they have had an indefinite period of time. The Investor has received the opportunity to ask questions, questions of and has obtained receive answers from the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and Company concerning the terms and conditions of the Preferred Shares this First Amendment and the Warrants. The Investor has received all Additional Agreements and to obtain additional information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information regarding Holdco, VANTAS contained in such public documents and Old HQ that it has requestedrecords. FCG has informed the Investor Each Principal Geo Shareholder acknowledges that the Preferred Shares and the Warrants have not been registered Merger Consideration is being issued pursuant to exemptions provided under the Securities Act (British Columbia) and may not as such the securities comprising the Merger Consideration will also be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated subject to resale restrictions under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATION(British Columbia)."

Investment Representation. The Investor is purchasing Preferred Optionee represents that at the time of any exercise of this Option, unless the Option Shares and Warrants pursuant to this Agreement for its own account are registered under the Securities Act of 1933, as amended, that such Option Shares will be acquired for investment only and not for resale or with a view towards their to the distribution or resalethereof. The Investor represents that it is an "accredited" investor within Unless prior to the meaning exercise of Rule 501 promulgated under the Option the shares issuable upon such exercise have been registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act"), has ) (i) the notice of exercise shall be accompanied by a representation or agreement of the individual exercising the Option to the Company to the effect that such knowledge shares are being acquired for investment and experience in financial and business matters that enable it not with a view to evaluate the merits and risks of investment resale or distribution thereof or such other documentation as may be required by the Company unless in the Preferred Shares opinion of counsel to the Company such representation, agreement or documentation is not necessary to comply with the Securities Act, and Warrants, is able to bear the economic risk (ii) upon exercise of a loss of its entire investment therein and is prepared to hold the Preferred Shares this Option and the Warrants for an indefinite period issuance of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions any of the Preferred Option Shares and the Warrants. The Investor has received thereunder, all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing Option Shares shall bear on the Preferred Shares and Warrants issued pursuant to this Agreement bear face thereof substantially the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SUCH SECURITIES THEY MAY NOT BE SOLD OR SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO AS TO THE SECURITIES UNDER SUCH SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN EXEMPTION FROM REGISTRATION FOR AND AN OPINION OF COUNSEL TO KATZ ▇▇▇ITAL TECHNOLOGIES, INC. THAT SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONREGISTRATION IS NOT REQUIRED."

Investment Representation. The Investor is purchasing Preferred Shares Hawk▇▇▇ ▇▇▇resents and Warrants pursuant confirms to this Agreement for its own account for investment only and not with a view towards their distribution or resale. The Investor represents the Purchaser that it he (1) is an "accredited" accredited investor within the meaning of Rule 501 promulgated 501(a) under the Securities Act or, if not such an accredited investor, has alone or together with a purchaser representative within the meaning of 1933, as amended (Rule 501(h) under the "Securities Act"), has such knowledge and experience in financial and business matters that enable it as to evaluate be capable of evaluating the merits and risks of an investment in the Preferred securities of the Purchaser of the type contemplated by this Agreement; (2) is aware of the limits on resale of the Acquisition Shares imposed by virtue of the nature of the transaction; and Warrants(3) will receive and accept at the Closing, the Acquisition Shares for investment, and without any view to the sale, resale or other distribution thereof in any manner that is able to bear in violation of the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of timeSecurities Act. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares Acquisition Shares, when delivered to Hawk▇▇▇ ▇▇ the Closing, may have appropriate orders restricting transfer placed against them on the stock records of the Purchaser and/or the transfer agent for such securities and Warrants issued pursuant to this Agreement bear may have placed upon them a legend in substantially the following legendform: "THESE SECURITIES THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD OR OFFERED FOR SALESOLD, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF ENCUMBERED ONLY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT THE SECURITIES ACT, PURSUANT TO A NO-ACTION LETTER FROM THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE OPINION OF COUNSEL SATISFACTORY TO THE CORPORATIONCOMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Hawk▇▇▇ ▇▇▇ees not to attempt any transfer of the Acquisition Shares without first complying with the substance of said legend."

Investment Representation. The Investor Purchaser represents to the Company ------------------------- the following: (i) Purchaser either (1) has a preexisting personal or business relationship with the Company or any of its officers, directors or controlling persons, or (2) by reason of Purchaser's business or financial experience or the business or financial experience of Purchaser's professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to protect Purchaser's own interests in connection with the purchase of the Shares. (ii) Purchaser is purchasing Preferred aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Purchaser is acquiring these Shares and Warrants pursuant to this Agreement for its investment for Purchaser's own account for investment only and not with a view towards their distribution to, or resale. The Investor represents that it is an for resale in connection with, any "accrediteddistribution" investor thereof within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge . (iii) Purchaser acknowledges and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor understands that the Preferred Shares constitute "restricted securities" under the Securities Act and the Warrants have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser's investment intent as expressed herein. In this connection, Purchaser understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may not be soldunavailable if Purchaser's representation was predicated solely upon a present intention to hold these Shares for the minimum capital gains period specified under tax statutes, transferred for a deferred sale, for or otherwise assigned absent such registration until an increase or decrease in the market price of the Shares, or for a period of one year or any other fixed period in the future. Purchaser further understands that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption therefromfrom such registration is available. FCG has also informed Purchaser further acknowledges and understands that the Investor Company is under no obligation to register the Shares. Purchaser understands that the certificate evidencing the Shares shall be imprinted with a legend which prohibits the transfer of the Shares unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company, a legend enumerating the restrictions on transfer of the Shares, and any routine sale other legend required under applicable state securities laws. (iv) Purchaser understands that the Shares are restricted securities within the meaning of Preferred Shares and Warrants made in reliance upon Rule 144 144, promulgated under the Securities Act can Act, which limits the sale of Shares in a public market transaction. Purchaser also understands that the exemption from registration under Rule 144 shall not be made only available, in accordance with any event, for at least one (1) year from the date of purchase of and actual payment for the Shares, and even then shall not be available unless (A) a public trading market then exists for the Common Stock, (B) adequate information concerning the Company is then available to the public, and (C) other terms and conditions of such Rule and144 are complied with. Purchaser understands that there can be no assurance that the requirements of Rule 144 shall be met, further, or that the Shares shall ever be eligible for sale. (v) Purchaser further understands that in case such the event all of the applicable requirements of Rule is 144 are not applicable to any sale of Preferred Shares and Warrantssatisfied, as applicable, resale thereof may require compliance with some other exemption registration under the Securities Act prior Act, compliance with Regulation A, or some other registration exemption shall be required; and that, notwithstanding the fact that Rule 144 is not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to resale. FCG has informed the Investor that certificates representing the Preferred Shares sell private placement securities other than in a registered offering and Warrants issued otherwise than pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Rule 144 shall have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, AS AMENDEDand that such persons and their respective brokers who participate in such transactions do so at their own risk. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONPurchaser understands that no assurances can be given that any such other registration exemption shall be available in such event."

Investment Representation. The Investor is purchasing Preferred Each party acquiring Shares and Warrants pursuant to this Agreement hereunder will be receiving the Shares for his or its own account for investment only and not with a view towards their distribution or resale. The Investor represents that it is Each party acquiring Shares hereunder will either be an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), has or will have such knowledge and experience in financial and business matters that enable it to evaluate such party is capable of evaluating the merits and risks of investment in the Preferred Shares and Warrants, is will be able to bear the economic risk of a loss of its entire investment therein and is prepared to hold in the Preferred Shares. Each party acquiring Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor hereunder acknowledges that any routine sale of Preferred such Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, and further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicablethe Shares, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed Each party acquiring Shares hereunder acknowledges that the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement shall bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER TRANSFER, HYPOTHECATION OR OTHER ASSIGNMENT AS SUPPORTED BY IS AVAILABLE UNDER SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONACT.""

Investment Representation. The Investor Holder acknowledges that this B Warrant Agreement, as well as, the B Warrant Shares for which this B Warrant Agreement may be exercised, have not been and, except as otherwise provided herein, will not be registered under the Securities Act of 1933 (the “Act”) or qualified under applicable state securities laws and that the transferability thereof is purchasing Preferred restricted by the registration provisions of the Act as well as such state laws. The Holder represents that he is acquiring the B Warrant Agreement and will acquire the B Warrant Shares and Warrants pursuant to this Agreement for its his own account account, for investment purposes only and not with a view towards their to resale or other distribution thereof, nor with the intention of selling, transferring or resaleotherwise disposing of all or any part of such securities for any particular event or circumstance, except selling, transferring or disposing of them upon full compliance with all applicable provisions of the Act, the Securities Exchange Act of 1934 (the “Exchange Act”), the Rules and Regulations promulgated by the Securities and Exchange Commission (the “Commission”) thereunder, and any applicable state securities laws. The Investor represents Holder further understands and agrees that it is an "accredited" investor within (i) neither the meaning of Rule 501 promulgated under B Warrant Agreement nor the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred B Warrant Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been may be sold unless they are subsequently registered under the Securities Act and may not be soldqualified under any applicable state securities laws or, transferred or otherwise assigned absent in the opinion of the Company’s counsel, an exemption from such registration or an exemption therefrom. FCG has also informed the Investor that and qualification is available; (ii) any routine sale sales of Preferred Shares and Warrants the Company’s securities made in reliance upon Rule 144 promulgated by the Commission under the Securities Act Act, can be made effected only in accordance with the amounts set forth in and pursuant to the other terms and conditions conditions, including applicable holding periods, of such Rule andthat Rule; and (iii) except as otherwise set forth herein, further, that the Company is under no obligation to register the B Warrant Agreement or the B Warrant Shares on his behalf or to assist him in case such Rule is not applicable to complying with any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption from registration under the Securities Act prior to resaleAct. FCG has informed The Holder agrees that each certificate representing any B Warrant Shares for which the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this B Warrant Agreement may be exercised will bear on its face a legend in substantially the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATION."form:

Investment Representation. The Investor is purchasing Preferred Shares and Warrants pursuant to this Agreement for its own account for investment only and not with a view towards their distribution or resale. The Investor represents that it (a) Each Stockholder is an "accreditedaccredited investor" investor within the meaning of Rule 501 promulgated as defined in Regulation D under the Securities Act of 1933, as amended amended, (the "Securities Act"). (b) Each Stockholder has read or reviewed and is familiar with the Buyer SEC Documents. (c) Each Stockholder has had an opportunity to ask questions of and receive answers from Buyer, or a person or persons acting on Buyer's behalf, concerning the terms and conditions of the Buyer Shares and the Note. (d) Each Stockholder understands that the Buyer Shares and the Note have not been registered under the Securities Act or under the securities laws of any state or other jurisdiction in reliance upon exemptions for private offerings, and that, while Buyer may in the future register the Buyer Shares and the Note, it is under no obligation to do so, and each Stockholder further understands that such Stockholder is acquiring the Buyer Shares and the Note without being furnished any offering literature or prospectus other than the Buyer SEC Documents. (e) Each Stockholder represents that the Buyer Shares and the Note are being acquired solely for such Stockholder's own account, for investment and not with a view to or for the resale, distribution, subdivision, or fractionalization thereof; none of the Stockholders has any present plans to enter into any contract, undertaking, agreement, or arrangement relating thereto. (f) Each Stockholder acknowledges and is aware that there are substantial restrictions on the transferability of the Buyer Shares and the Note; the Buyer Shares and the Note cannot be resold unless the Buyer Shares and the Note are registered under the Securities Act and any applicable securities law of any state or other jurisdiction, or an exemption from registration is available; the Stockholders have no rights to require that the Buyer Shares and the Note be registered under the Securities Act except to the extent expressly provided herein; and there will be no public market for the Buyer Shares and the Note. (g) The Stockholders have such knowledge and experience in financial and business matters that enable it to evaluate they are capable of evaluating the relative risks and merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Buyer Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions Note. (h) Each of the Preferred Shares and the Warrants. The Investor has received all Stockholders is a resident of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale State of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONGeorgia."

Investment Representation. The Investor is purchasing Preferred Shares and Warrants pursuant to this Agreement Each LP Unit Recipient represents that its LP Units are being acquired by it with the present intention of holding such LP Units for its own account for investment only purposes of investment, and not with a view towards their distribution sale or resaleany other distribution. The Investor represents Each LP Unit Recipient acknowledges that the LP Units have not been registered under the Act. Each LP Unit Recipient recognizes that it may be required to bear the economic risk of an investment in the LP Units for an indefinite period of time. Contributor and each LP Unit Recipient is an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), Accredited Investor. Contributor and each LP Unit Recipient has such knowledge and experience in financial and business matters that enable it so as to evaluate be fully capable of evaluating the merits and risks of an investment in the Preferred Shares LP Units. No LP Units will be issued, delivered or distributed to any person or entity who is other than an Accredited Investor with respect to whom there has been delivered to Acquiror satisfactory Investor Materials confirming the status of such person or entity as an Accredited Investor. Each LP Unit Recipient has been furnished with the informational materials described in Section 3.4 (collectively, the “Informational Materials”), and Warrants, is able to bear has read and reviewed the economic risk of a loss of its entire investment therein Informational Materials and is prepared to hold understands the Preferred Shares and the Warrants for an indefinite period of timecontents thereof. The Investor has received LP Unit Recipients have been afforded the opportunity to ask questions, questions of those persons they consider appropriate and has obtained to obtain any additional information they desire in respect of the related answers, regarding LP Units and the business, operations, conditions (financial condition and results otherwise) and current prospects of operations of Holdco, VANTAS and Old HQ the UPREIT and the terms REIT. The LP Unit Recipients have consulted their own financial, legal and conditions tax advisors with respect to the economic, legal and tax consequences of delivery of the Preferred Shares LP Units and have not relied on the WarrantsInformational Materials, Acquiror, the UPREIT, the REIT or any of their officers, directors, affiliates or professional advisors for such advice as to such consequences. The Investor has received all All of the information regarding HoldcoInterest Holders in Contributor are Accredited Investors. No Contributor or LP Unit Recipient requires the consent of any Interest Holder in order to consummate the transactions contemplated by this Agreement, VANTAS including, without limitation, to amend any partnership agreement, operating agreement, charter or other governing document of Contributor or any LP Unit Recipient, and Old HQ that it no Interest Holder has requestedbeen solicited to approve the transactions contemplated by this Agreement. FCG has informed All of the Investor that the Preferred Shares Contributors and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made LP Unit Recipients are domiciled in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule (and, furtherin the case of non-individual LP Unit Recipients or Contributors, that in case such Rule is not applicable to any sale have their principal place of Preferred Shares business in) the States of Arizona, California, Hawaii and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONNew York."

Investment Representation. The Investor (a) Each Seller acknowledges that, upon issuance, the Base Stock, the options to be issued at the Closing (the "Options"), the shares of common ------- stock underlying the Options (the "Underlying Stock"), and the Additional ---------------- Stock, if any, will not have been "registered" and will therefore be "restricted securities" as these terms are used under the Securities Act and the rules and regulations thereunder. By their execution of this Agreement, each Seller agrees, represents and warrants that (i) his acquisition of the Base Stock, Options, Underlying Stock and Additional Stock, is purchasing Preferred Shares and Warrants pursuant to this Agreement for its investment only, for his own account for investment only and not with a view towards their distribution or resale. The Investor represents to "distribution" as that it term is used under the Securities Act, (ii) he is an "accreditedaccredited investor" investor within as that term is used in Regulation D under the meaning Securities Act, and (iii) copies of Rule 501 promulgated Telenetics' Form 10-KSB for the nine months ended December 31, 1998, and Forms 10-QSB for the quarters ended March 31, June 30 and September 30, 1999 have been made available to him. Each Seller agrees that he shall not at any time make any sale, pledge, hypothecation, gift or other transfer of Base Stock, Options, Underlying Stock or Additional Stock except pursuant to an effective registration statement under the Securities Act or pursuant to the provisions of 1933, as amended (Rule 144 under the "Securities Act or another exemption from the registration requirements of the Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and in accordance with the provisions of this Section 2.27 and any applicable state "blue sky" or other ------------ securities laws, and that prior to making any sale or other disposition of Base Stock, Options, Underlying Stock or Additional Stock pursuant to any such exemption, he shall, if requested by Telenetics, obtain an opinion of counsel, satisfactory to Telenetics' counsel, that such sale complies with applicable federal and state securities laws. (b) Each Seller agrees that he has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has been informed the Investor that the Preferred Shares Base Stock, Options, Underlying Stock and the Warrants have not been Additional Stock must be held indefinitely unless they are subsequently registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor from such registration is available, and he understands that any routine sale of Preferred Shares and Warrants the Base Stock, Options, Underlying Stock or Additional Stock made in reliance upon Rule 144 promulgated under the Securities Act 144, or any other like rule, can be made only in limited amounts in accordance with the terms and conditions of such Rule those rules and, further, that in case such Rule is if those rules are not applicable to any sale of Preferred Shares and Warrants, as applicable, any resale thereof may require compliance with some other another available exemption under the Securities Act prior or, in the alternative, may require registration of the Base Stock, Options, Underlying Stock or Additional Stock. Sellers acknowledge that Telenetics makes no representation or covenant that it shall conduct its affairs so as to resalepermit sales under Rule 144, and except as set forth in the registration rights agreements that are being entered into by and between Telenetics and each Seller concurrently with the execution of this Agreement relating to the Underlying Stock (the "Registration Rights Agreements"), Telenetics is ------------------------------ under no obligation to register or repurchase the Base Stock, the Options, the Underlying Stock or the Additional Stock. (c) In furtherance of the foregoing, Telenetics and its transfer agent are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Section 2.27. FCG has informed ------------ Sellers acknowledge that Telenetics shall cause appropriate legends to be placed on the Investor that certificates representing the Preferred Shares Base Stock, the Additional Stock and Warrants issued pursuant the Underlying Stock to this Agreement bear reflect the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONforegoing."

Investment Representation. The Investor FCG is purchasing receiving Preferred Shares and Warrants pursuant to this Agreement for its own account for investment only and not with a view towards their distribution or resalein violation of the Securities Act. The Investor FCG represents that it is an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, Warrants and is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor FCG has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and Warrants to be received in exchange for the WarrantsCommon Exchange Shares. The Investor FCG has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG Holdco has informed the Investor FCG that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG Holdco has informed the Investor FCG that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement shall bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATION."

Investment Representation. (a) The Investor is purchasing Preferred Shares and Warrants pursuant to this Agreement for its own account for investment only and Purchaser of the Securities hereby acknowledges that the Securities are not with a view towards their distribution or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated being registered (i) under the Securities Act or (ii) under any applicable state securities law; and that the Company's reliance on the Section 4(2) exemption of 1933, as amended (the "Securities Act"), has such knowledge Act and experience under applicable state securities laws is predicated in financial and business matters that enable it part on the representations hereby made to evaluate the merits and risks of investment Company in the Preferred Shares Agreement. (b) The Purchaser of the Securities will not sell or transfer all or any part of the Securities unless and Warrantsuntil he shall first have given notice to the Company describing such sale or transfer and, if requested by the Company, furnished to the Company either (a) an opinion, reasonably satisfactory to counsel for the Company, of counsel skilled in securities matters (selected by the Purchaser and reasonably satisfactory to the Company) to the effect that the proposed sale or transfer may be made without registration under the Act and without registration or qualification under applicable state law, or (b) an interpretive letter from the Commission to the effect that no enforcement action will be recommended if the proposed sale or transfer is able to bear made without registration under the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of timeAct. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor Purchaser acknowledges that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement Common Stock subscribed for hereby will bear the following legenda legend restricting transfer thereof as follows: "THESE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION OR QUALIFICATION PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS BASED, IN PART, ON AN INVESTMENT REPRESENTATION OF THE PART OF THE PURCHASER THEREOF. SUCH THESE SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALESOLD, TRANSFERRED PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE ASSIGNED IN TRANSFERRED WITHOUT COMPLIANCE WITH THE ABSENCE REGISTRATION OR QUALIFICATION PROVISIONS OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONAPPLICABLE EXEMPTIONS THEREFROM." (c) The Company may refuse to recognize a transfer of the Securities on its books should a Purchaser attempt to transfer the Securities otherwise than in compliance with this Section 3.1. (d) The Purchaser has adequate means of providing for his or its current needs and possible personal contingencies, he or it anticipates no need now or in the foreseeable future to sell the Securities which he or it is purchasing and he or it can afford the loss of his or its entire investment in the Company. (e) If an individual, the Purchaser either (i) has a net worth or joint net worth with spouse which exceeds $1,000,000; or (ii) has had an individual income in excess of $200,000 in each of 1995 and 1996 or joint income with spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in 1997. (f) The Purchaser has such knowledge and experience in financial and business matters that he or it is capable of evaluating the merits and risks of investment in the Company and of making an informed investment decision. (g) The Purchaser has received and read and is familiar with the Offering Disclosure Documents and confirms that all documents, records and books pertaining to his or its proposed investment in the Company have been made available to him or it. The Purchaser is aware that no federal or state agency has passed upon the Securities or made any finding or determination concerning the fairness of the investment represented thereby. (h) The Purchaser had an opportunity to ask questions of and receive answers from representatives of the Company concerning the terms and conditions of this investment, and all such questions have been answered to the full satisfaction of the Purchaser. The Purchaser understands that no person other than the Company has been authorized to make any representation or warranty other than as contained herein (inclusive of the Exhibits hereto) or in the Offering Disclosure Documents and, if made, such representation may not be relied on unless it is made in writing and signed by the Company. The Company has not rendered any investment or tax advice to the Purchaser with respect to the suitability of an investment in the Securities or the tax consequences thereof. The Company has urged each Purchaser to consult his or its own tax adviser concerning any tax matters relating to this investment. (i) The Securities which Purchaser is acquiring will be acquired for his or its own account for investment. The Purchaser intends to hold the Securities indefinitely and he or it is not purchasing such securities with a view toward distribution in a manner which would require registration under the Securities Act, and he or it does not presently have any reasons to anticipate any change in his or its circumstances or other particular occasion or event which would cause him or it to sell, the Securities which he or it is purchasing hereunder, subject, nevertheless, to any requirement of law that the disposition of his or its property shall at all times be within his or its control. (j) The Purchaser acknowledges that it has been called to his or its attention both in the Offering Disclosure Documents and by those individuals with whom he has dealt in connection with his investment in the Company that his or its investment in the Company involves a high degree of risk. (k) The Purchaser has received no representations or warranties from the Company other than those contained herein (inclusive of the Exhibits hereto) or in the Offering Disclosure Documents or otherwise furnished in writing and signed by the Company.

Investment Representation. The Investor (a) Seller represents and warrants that: (i) it is purchasing Preferred Shares and Warrants pursuant to this Agreement acquiring the Equus Restricted Common Stock solely for its own account for investment only and not with a view towards their to or for resale in connection with a distribution or resale. The Investor represents that thereof; (ii) it has had the opportunity to ask questions of and receive complete answers from Agents of Buyer concerning the business, management and financial condition of Buyer and the terms and conditions of the Equus Restricted Common Stock; (iii) it is able to bear the economic risk of its investment in the Equus Restricted Common Stock for an "accredited" investor within indefinite period of time; (iv) it can afford a complete loss of its investment in the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended Equus Restricted Common Stock; (the "Securities Act"), v) Seller has such knowledge and experience in financial and business matters that enable it as to evaluate be capable of evaluating the merits and risks of the investment in the Preferred Equus Restricted Common Stock; and (viii) Seller is an “accredited investor” within the meaning of Rule 501 under the Securities Act. (b) Seller acknowledges and agrees that: (i) the Equus Acquired Shares have not been registered under the Securities Act, or under the securities laws of any state or other jurisdiction, and Warrantsare being issued in reliance upon certain exemptions under such statutes; (ii) the Equus Acquired Shares may not be resold, transferred, pledged or otherwise disposed of except pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to a valid exemption from such registration requirements, and Buyer shall have no obligation to record any proposed transfer of such shares on its stock tranfer records unless the shares to be transferred have been registered under the Securities Act or the request for transfer is able accompanied by an opinion in form and substance satisfactory to Buyer that no such registration is required; (iii) Buyer shall have no obligation to register the Equus Acquired Shares pursuant to the Securities Act or the securities laws of any state or to supply the information which may be necessary to sell such securities; and (iv) the certificate representing the Equus Acquired Shares will bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. following restrictive legend: “The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants securities represented hereby have not been registered under the Securities Act of 1933, as amended, and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale disposed of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only except in accordance with the terms thereof and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance unless registered with some other exemption under the Securities Act prior and Exchange Commission of the United States and the securities regulatory authorities of certain states or unless an exception from such registration is available.” Buyer shall have no obligation to resale. FCG has informed the Investor remove such legend unless it is provided with an opinion of counsel reasonably satisfactory to Buyer that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONno such legend is required."

Investment Representation. (1) The Investor is purchasing Preferred Shares and Warrants pursuant to this Agreement for its own account for investment only and not with a view towards their distribution or resale. The Investor represents that it Holder is an "accredited" accredited investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (amended, and the "Holder is acquiring Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate for its own account for the merits and risks purpose of investment in and not with a view to the Preferred Shares and Warrants, is able to bear the economic risk of a loss distribution thereof or dividing all or any part of its entire investment interest therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of timewith any other Person. The Investor has received Holder acknowledges that the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions sale of the Preferred Shares and the Warrants. The Investor Securities has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act of 1933, as amended, or under any applicable federal securities laws or state securities or “blue sky” laws and may not that neither the Securities nor any shares issuable pursuant to the Warrants can be sold, transferred transferred, offered for sale, pledged, hypothecated or otherwise assigned absent such disposed of without registration or under, pursuant to an exemption therefromfrom or in a transaction not subject to any applicable federal securities laws or state securities or “blue sky” laws. FCG has also informed the Investor The Holder acknowledges and agrees that any routine sale of Preferred Shares and shares issued pursuant to the Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with are subject to the terms and conditions set forth in the Security Holders Agreement, as amended from time to time, and that no transfer of such Rule and, further, that shares will be made on the books of the Issuer unless such transfer is in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the terms of such Security Holders Agreement. (2) The Holder agrees that until such time as the applicable restriction is terminated pursuant to Section 6.02(e)(3) hereof, (A) each instrument representing the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement Agreement, as well as any securities issued pursuant to the Warrants, shall bear the following legendan endorsement reading substantially as follows: "THESE THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH , OR UNDER SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION FOR SUCH SALEUNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS. and (B) each instrument representing any shares issued pursuant to the Warrants shall bear an endorsement reading substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN A SECURITY HOLDERS AGREEMENT DATED AS OF AUGUST 17, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY2005, AS ARE REASONABLY REQUESTED AND ACCEPTABLE AMENDED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE CORPORATIONISSUER OR FROM THE HOLDER OF THIS SECURITY. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT." (3) The restrictions referred to in the endorsement required pursuant to Section 6.02(e)(2)(A) shall cease and terminate as to any particular Securities or shares of Capital Stock when the Issuer determines that such restriction is no longer required in order to assure compliance with the Securities Act. The restrictions referred to in the endorsement required pursuant to Section 6.02(e)(2)(B) shall cease and terminate as to any particular Securities or shares Capital Stock when the Issuer reasonably determines that the provisions of the Security Holders Agreement are no longer applicable to such shares or the Security Holders Agreement shall have terminated in accordance with its terms.

Investment Representation. The Investor is purchasing Preferred Neither this Warrant nor the Warrant Shares and Warrants pursuant to issuable upon the exercise of this Agreement for its own account for investment only and not with a view towards their distribution or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated Warrant have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under any applicable state securities laws. Holder acknowledges by acceptance of this Warrant that (a) it has such knowledge acquired this Warrant for investment and experience in financial and not with a view toward distribution; (b) it has a pre-existing personal or business matters that enable it to evaluate relationship with the merits and risks of investment in the Preferred Shares and WarrantsCompany, is able to bear the economic risk of a loss or its executive officers, or by reason of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, business or financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that experience it has requestedthe capacity to protect its own interests in connection with the transaction; and (c) except as so notified to the Company in writing, it is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act. FCG has informed Holder agrees that any Warrant Shares issuable upon exercise of this Warrant will be acquired for investment and not with a view toward distribution; and acknowledges that to the Investor that the Preferred extent such Warrant Shares and the Warrants have will not been be registered under the Securities Act and applicable state securities laws, that such Warrant Shares may not have to be sold, transferred held indefinitely unless they are subsequently registered or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated qualified under the Securities Act can and applicable state securities laws; or, based on an opinion of counsel reasonably satisfactory to the Company, an exemption from such registration and qualification is available. Holder, by acceptance hereof, consents to the placement of the following restrictive legends, or similar legends, on each certificate to be made only issued to Holder by the Company in accordance connection with the terms and conditions issuance of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legendWarrant Shares: "THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH , OR QUALIFIED UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD SOLD, TRANSFERRED, ASSIGNED OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT COVERING SUCH SECURITIES, OR THE HOLDER RECEIVES AN EXEMPTION FROM REGISTRATION OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, OFFERTRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND THE QUALIFICATION REQUIREMENTS UNDER STATE LAW." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS SET FORTH IN THAT CERTAIN PURCHASE AGREEMENT THEREFOR BETWEEN THE CORPORATION AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONORIGINAL HOLDER HEREOF."

Investment Representation. (1) The Investor is purchasing Preferred Shares and Warrants pursuant to this Agreement for its own account for investment only and not with a view towards their distribution or resale. The Investor represents that it Holder is an "accredited" accredited investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (amended, and the "Holder is acquiring Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate for its own account for the merits and risks purpose of investment in and not with a view to the Preferred Shares and Warrants, is able to bear the economic risk of a loss distribution thereof or dividing all or any part of its entire investment interest therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of timewith any other Person. The Investor has received Holder acknowledges that the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions sale of the Preferred Shares and the Warrants. The Investor Securities has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act of 1933, as amended, or under any applicable federal securities laws or state securities or “blue sky” laws and may not that neither the Securities nor any shares issuable pursuant to the Warrants can be sold, transferred transferred, offered for sale, pledged, hypothecated or otherwise assigned absent such disposed of without registration or under, pursuant to an exemption therefromfrom or in a transaction not subject to any applicable federal securities laws or state securities or “blue sky” laws. FCG has also informed the Investor The Holder acknowledges and agrees that any routine sale of Preferred Shares and shares issued pursuant to the Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with are subject to the terms and conditions set forth in the Security Holders Agreement, as amended from time to time, and that no transfer of such Rule and, further, that shares will be made on the books of the Issuer unless such transfer is in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the terms of such Security Holders Agreement. (2) The Holder agrees that until such time as the applicable restriction is terminated pursuant to Section 6.02(e)(3) hereof, (A) each instrument representing the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement Agreement, as well as any securities issued pursuant to the Warrants, shall bear the following legendan endorsement reading substantially as follows: "THESE THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH , OR UNDER SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION FOR SUCH SALEUNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS. and (B) each instrument representing any shares issued pursuant to the Warrants shall bear an endorsement reading substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN A SECURITY HOLDERS AGREEMENT DATED AS OF DECEMBER 6, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY2007, AS ARE REASONABLY REQUESTED AND ACCEPTABLE AMENDED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE CORPORATIONISSUER OR FROM THE HOLDER OF THIS SECURITY. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT. 62 (3) The restrictions referred to in the endorsement required pursuant to Section 6.02(e)(2)(A) shall cease and terminate as to any particular Securities or shares of Capital Stock when the Issuer or PMGI, as applicable, determines that such restriction is no longer required in order to assure compliance with the Securities Act. The restrictions referred to in the endorsement required pursuant to Section 6.02(e)(2)(B) shall cease and terminate as to any particular Securities or shares Capital Stock when PMGI reasonably determines that the provisions of the Security Holders Agreement are no longer applicable to such shares or the Security Holders Agreement shall have terminated in accordance with its terms."

Investment Representation. The Investor Each of the Selling Shareholders and the Other MAT Shareholders is purchasing Preferred Shares an "accredited investor," as such term is defined in the Securities Act. Each of the Selling Shareholders acknowledges that, upon issuance, the shares of NetStaff Common Stock to be issued hereunder as Merger Consideration will not have been "REGISTERED" and Warrants pursuant therefore will be "RESTRICTED SECURITIES," as those terms are used under the Securities Act. By his execution of this Agreement, each Selling Shareholder agrees, represents, and warrants that his purchase of the shares of NetStaff Common Stock to this Agreement be issued to him hereunder as Merger Consideration is for its investment only, for his own account for investment only (both of record and beneficially) and not with a view towards their distribution to "DISTRIBUTION" as that term is used under the Securities Act. He agrees that he shall not at any time make any sale, mortgage, pledge, hypothecation, gift or resale. The Investor represents that it is other transfer of the shares of NetStaff Common Stock to be issued to him hereunder, except pursuant to an "accredited" investor within the meaning of Rule 501 promulgated effective registration statement under the Securities Act or pursuant to the provisions of 1933, as amended (Rule 144 under the Securities Act or another exemption from the registration requirements under the Securities Act and in accordance with any applicable state "Securities Act"), has such knowledge BLUE SKY" or securities law; and experience in financial and business matters that enable it prior to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions making any sale or other disposition of the Preferred Shares shares of NetStaff Common Stock to be issued to him hereunder pursuant to any such exemption, he shall, if reasonably requested by NetStaff, obtain an opinion of counsel, satisfactory to counsel designated by NetStaff, that such sale complies with applicable federal and the Warrantsstate securities laws. The Investor Each Selling Shareholder agrees that he has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has been informed the Investor that the Preferred Shares and the Warrants have not been shares of NetStaff Common Stock to be issued to him hereunder must be held indefinitely unless they are subsequently registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor from such registration is available and he understands that any routine sale of Preferred Shares and Warrants the shares of NetStaff Common Stock to be issued to him hereunder made in reliance upon Rule 144 promulgated under the Securities Act 144, or any other like rule, can be made only in limited amounts in accordance with the terms and conditions of such Rule those rules and, further, that in case such Rule is if those rules are not applicable to any sale of Preferred Shares and Warrants, as applicable, any resale thereof may require compliance with some other another available exemption under the Securities Act prior or, in the alternative, may require registration of the shares of NetStaff Common Stock to resalebe issued to him hereunder. FCG has informed The Selling Shareholders acknowledge that NetStaff expressly makes no representation or covenant that it shall conduct its affairs so as to permit sales under Rule 144, and that NetStaff is under no obligation to register or repurchase the Investor shares of NetStaff Common Stock to be issued as Merger Consideration hereunder. The Selling Shareholders acknowledge that NetStaff shall cause a legend to be placed on the certificates representing the Preferred Shares and Warrants shares of NetStaff Common Stock to be issued pursuant as Merger Consideration hereunder to this Agreement bear reflect the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONforegoing."

Investment Representation. The Investor is purchasing Preferred Subscriber also acknowledges the following, to wit: (a) That the Shares and Warrants pursuant to this Agreement for its own account being acquired are being received for investment only purposes and not with a view towards their distribution or resale. The Investor represents that it is an toward further distribution, (b) That the Subscriber has a full and complete understanding of the phrase "accredited" investor within for investment purposes and not with a view toward further distribution"; (c) That the Subscriber understands the meaning of Rule 501 promulgated "unregistered shares" and knows that they are not freely tradable; (d) That any stock certificate issued by you in connection with the subscription for these, Shares being acquired shall be imprinted with a legend restricting the sale, assignment, hypothecation or other disposition unless it can be made in accordance with applicable securities laws. rules and regulations; (e) The Subscriber agrees that the stock transfer records of your Company shall reflect that it has requested the Company not to effect any transfer of any stock certificate representing any of the Shares being acquired unless it shall first have obtained an opinion of legal counsel to the effect that the Shares may be sold in accordance with applicable securities laws, rules and regulations, and it understands that any opinion must be from legal counsel satisfactory to the Company and, regardless of any opinion, it also understands that the exemption covered by any opinion must in fact be applicable to the Shares; (f) That the Subscriber shall not sell, offer to sell, transfer, assign, hypothecate or make any other disposition of any interest in the Shares being acquired except as may be pursuant to any applicable securities laws, rules, and regulations; (g) The Subscriber fully understands that its investment for the acquisition of Shares of the Company is "risk capital," and it is fully capable of bearing the economic risks attendant to this investment without qualification; and (h) The Subscriber also understands that without approval of counsel for the Company, all Shares of the Company to be issued and delivered pursuant to this subscription shall be represented by one stock certificate only and which such stock certificate shall be imprinted with the following legend or a reasonable facsimile thereof on the front and reverse sides thereof. The shares of stock represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act")amended, has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred sold or otherwise assigned absent transferred unless compliance with the act has been established, or unless sold pursuant to Rule 144 under the Act registration provisions of such Act bas been made or unless availability of an exemption from such registration provisions has been established, or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon unless sold pursuant to Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONAct."

Investment Representation. The Investor Purchaser represents to the Company the following: (i) Purchaser either (1) has a preexisting personal or business relationship with the Company or any of its officers, directors or controlling persons, or (2) by reason of Purchaser's business or financial experience or the business or financial experience of Purchaser's professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, could be reasonably assumed to have the capacity to protect Purchaser's own interests in connection with the purchase of the Shares. (ii) Purchaser is purchasing Preferred aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Purchaser is acquiring these Shares and Warrants pursuant to this Agreement for its investment for Purchaser's own account for investment only and not with a view towards their distribution to, or resale. The Investor represents that it is an for resale in connection with, any "accrediteddistribution" investor thereof within the meaning of Rule 501 promulgated the Securities Act. (iii) Purchaser acknowledges and understands that the Shares constitute "restricted securities" under the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser's investment intent as expressed herein. In this connection, Purchaser understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may not be soldunavailable if Purchaser's representation was predicated solely upon a present intention to hold these Shares for the minimum capital gains period specified under tax statutes, transferred for a deferred sale, for or otherwise assigned absent such registration until an increase or decrease in the market price of the Shares, or for a period of one year or any other fixed period in the future. Purchaser further understands that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption therefromfrom such registration is available. FCG has also informed Purchaser further acknowledges and understands that the Investor Company is under no obligation to register the Shares. Purchaser understands that the certificate evidencing the Shares shall be imprinted with a legend which prohibits the transfer of the Shares unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company, a legend enumerating the restrictions on transfer of the Shares, and any routine sale other legend required under applicable state securities laws. (iv) Purchaser is familiar with the provisions of Preferred Shares and Warrants made in reliance upon Rule 144 144, promulgated under the Securities Act can be made only Act, which, in accordance with substance, permits limited public resale of "restricted securities" acquired, directly or indirectly from the terms and conditions issuer thereof, in a non-public offering subject to the satisfaction of such Rule and, further, certain conditions. (v) Purchaser further understands that in case such the event all of the applicable requirements of Rule is 144 are not applicable to any sale of Preferred Shares and Warrantssatisfied, as applicable, resale thereof may require compliance with some other exemption registration under the Securities Act prior Act, compliance with Regulation A, or some other registration exemption will be required, and that, notwithstanding the fact that Rule 144 is not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to resale. FCG has informed the Investor that certificates representing the Preferred Shares sell private placement securities other than in a registered offering and Warrants issued otherwise than pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, AS AMENDEDand that such persons and their respective brokers who participate in such transactions do so at their own risk. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONPurchaser understands that no assurances can be given that any such other registration exemption will be available in such event."

Investment Representation. The Investor is purchasing Preferred Shares Seller represents and Warrants pursuant confirms to this Agreement for its own account for investment only and not with a view towards their distribution or resale. The Investor represents the Purchaser that it he (1) is an "accredited" accredited investor within the meaning of Rule 501 promulgated 501(a) under the Securities Act of 1933, as amended (the "Securities Act")) or, if not such an accredited investor, has alone or together with a purchaser representative within the meaning of Rule 501(h) under the Securities Act, such knowledge and experience in financial and business matters that enable it as to evaluate be capable of evaluating the merits and risks of an investment in the Preferred securities of the Purchaser of the type contemplated by this Agreement; (2) is aware of the limits on resale of the Acquisition Shares imposed by virtue of the nature of the transaction; and Warrants(3) will receive and accept at the Closing, the Acquisition Shares for investment, and without any view to the sale, resale or other distribution thereof in any manner that is able to bear in violation of the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of timeSecurities Act. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares Acquisition Shares, when delivered to the Seller at the Closing, may have appropriate orders restricting transfer placed against them on the stock records of the Purchaser and/or at the transfer agent for such securities and Warrants issued pursuant to this Agreement bear may have placed upon them a legend in substantially the following legendform: "THESE SECURITIES THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD OR OFFERED FOR SALESOLD, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF ENCUMBERED ONLY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT THE SECURITIES ACT, PURSUANT TO A NO-ACTION LETTER FROM THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE OPINION OF COUNSEL SATISFACTORY TO THE CORPORATIONCOMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. The Seller agrees not to attempt any transfer of any of the Acquisition Shares without first complying with the substance of said legend."

Investment Representation. The Investor is purchasing ▇▇▇▇▇ and CMI each represent and ------------------------- warrant to Reading Entertainment that the shares of Reading Entertainment Common Stock and Reading Entertainment Series B Preferred Shares and Warrants Stock to be received by them pursuant to this Agreement for its own account Sections 2.1 and 2.2 hereof and any shares of Reading Entertainment Common Stock received upon conversion of said shares of Reading Entertainment Series B Preferred Stock are being or will be acquired for investment only and not with a view towards their to the sale or distribution of any part thereof, and that neither has any present intention of selling, granting participation in or resale. The Investor represents that it is an "accredited" investor within otherwise distributing the meaning same in a transaction which would result in a violation of Rule 501 promulgated under the Securities Act Act. ▇▇▇▇▇ and CMI further represent that neither has any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person with respect to any of 1933, as amended (the "Securities Act"), has such knowledge shares of Reading Entertainment Common Stock and experience in financial Reading Entertainment Series B Preferred Stock being acquired pursuant to Sections 2.1 and business matters 2.2 hereof. ▇▇▇▇▇ and CMI understand that enable it to evaluate the merits shares of Reading Entertainment Common Stock and risks of investment in the Reading Entertainment Series B Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares Stock being acquired hereunder and the Warrants for an indefinite period shares of time. The Investor has Reading Entertainment Common Stock received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions upon any conversion of the Reading Entertainment Series B Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants Stock have not been and will not be registered under the Securities Act on the ground that the exchange provided for in this Agreement and may not be sold, transferred or otherwise assigned absent the issuance of such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale securities are exempt pursuant to Section 4(2) of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with Act, and that Reading Entertainment's reliance on such exemption is predicated on the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resalerepresentations set forth herein. FCG has informed the Investor that certificates Each certificate representing the Reading Entertainment Common Stock and Reading Entertainment Series B Preferred Shares Stock and Warrants any shares of Reading Entertainment Common Stock issued pursuant to this Agreement bear upon conversion of shares of Reading Entertainment Series B Preferred Stock may be endorsed with the following legend: "THESE THE SECURITIES HAVE REPRESENTED BY THIS CERTIFICATE MAY NOT BEEN REGISTERED BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD 1933 (THE "ACT") OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION FOR SUCH SALEUNDER THE ACT, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE CORPORATIONSATISFACTION OF THE COMPANY. Reading Entertainment may also instruct its transfer agent not to register the transfer of any securities unless the conditions specified in the foregoing legend are satisfied."

Investment Representation. The Investor Any Holder, by his acceptance of a Warrant Certificate or Common Shares obtained upon exercise of a Warrant Certificate, represents and warrants to the Company that he is purchasing Preferred acquiring the Warrant Certificate and the Common Shares and Warrants pursuant to this Agreement purchased upon exercise of the Warrant Certificate by him for its his own account for investment only and not with a view towards their to the distribution or resale. The Investor represents that it is an "accredited" investor thereof within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (1933 Act. Each such Holder must represent to the "Securities Act"), has such knowledge and experience in financial and business matters Company that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to he understands that he must bear the economic risk of a loss of its entire his investment therein and is prepared to hold in the Preferred Shares and the Warrants Company for an indefinite period of time. The Investor has received time because the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ Warrant Certificate and the terms and conditions Common Shares issuable upon exercise of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants Warrant Certificate have not been registered under the Securities 1933 Act and may therefore cannot be sold, transferred offered for sale or otherwise assigned absent such registration sold unless they are registered under the 1933 Act or an exemption therefromfrom such registration is available. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made Each Warrant Certificate shall be stamped or otherwise imprinted with a legend in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear substantially the following legendform: "THESE THIS WARRANT CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS. THIS WARRANT CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION. THE TRANSFER OF THIS WARRANT CERTIFICATE IS ALSO SUBJECT TO THE CONDITIONS SPECIFIED IN SECTION 16 OF THE WARRANT AGREEMENT. NO TRANSFER OF THIS WARRANT CERTIFICATE SHALL BE VALID OR EFFECTIVE UNTIL THE CONDITIONS SPECIFIED IN SECTION 16 OF THE WARRANT AGREEMENT HAVE BEEN FULFILLED." The Common Shares issued upon exercise of any Warrant Certificate shall be stamped or otherwise imprinted with a legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDOR 1933 (THE "ACT") OR ANY STATE SECURITIES LAWS. SUCH SECURITIES THESE SHARES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED SOLD, OR OTHERWISE ASSIGNED IN THE ABSENCE OF TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONREGISTRATION."

Investment Representation. The Investor is purchasing Preferred Shares All Company Securities issued in accordance with the terms hereof shall, when issued, be restricted securities and Warrants pursuant to this Agreement for its own account for investment only and may not with a view towards their distribution be sold, transferred or resale. The Investor represents that it is an "accredited" investor within otherwise disposed of by the meaning of Rule 501 promulgated holders thereof without registration under the Securities Act of 1933, as amended (the "Securities Act") or an available exemption from registration under the Securities Act. The certificates or other documents representing the Company Securities issued in accordance with the terms hereof will contain the appropriate restrictive legends. By execution of this Agreement, each of the Beacon Holders expressly represents and warrants to the Company and Beacon that he, she or it is an "accredited investor" (as defined under the Securities Act), except that up to 35 Beacon Holders may be permitted to not make such representation, and that: (a) Each holder has and shall transfer, good and marketable title to the Beacon Securities owned by such holder, free and clear of all liens, claims, charges, encumbrances, pledges, mortgages, security interests, options, rights to acquire, proxies, voting trusts or similar agreements, restrictions on transfer or adverse claims of any nature whatsoever (the "Liens"). (b) Each holder is acquiring the Company Securities for investment for holder's own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and such holders have no present intention of selling, granting any participation in, or otherwise distributing the same. Each holder further represents that he does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Company Securities. (c) Each holder understands that Company Securities are not registered under the Securities Act, that the issuance of Company Securities is intended to be exempt from registration under the Securities Act pursuant to Section 4(2) thereof or such other available exemptions under the Securities Act, and that the Company's reliance on such exemption is predicated on the holder's representations set forth herein. Each holder represents and warrants that: (i) he can bear the economic risk of his respective investments, and (ii) he possesses such knowledge and experience in financial and business matters that enable it to evaluate he is capable of evaluating the merits and risks of the investment in Company Securities. (d) Holders acknowledge that neither the Preferred Shares Securities and WarrantsExchange Commission (the "SEC"), is able nor the securities regulatory body of any state has received, considered or passed upon the accuracy or adequacy of the information and representations made in this Agreement. (e) Holders acknowledge that they have carefully reviewed such information as each of them deemed necessary to bear evaluate an investment in Company Securities. To the economic risk full satisfaction of a loss of its entire investment therein and is prepared each holder, he has been furnished all materials that he has requested relating to hold the Preferred Shares Company and the Warrants for an indefinite period issuance of time. The Investor Company Securities hereunder, and each holder has received been afforded the opportunity to ask questionsquestions of Company's representatives to obtain any information necessary to verify the accuracy of any representations or information made or given to the holders. Notwithstanding the foregoing, nothing herein shall derogate from or otherwise modify the representations and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions warranties of the Preferred Shares and the Warrants. The Investor has received all Company set forth in this Agreement, on which each of the information regarding Holdco, VANTAS and Old HQ holders has relied in making an exchange of his Company Securities. (f) Each of the Beacon Holders understands that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Company Securities Act and may not be sold, transferred transferred, or otherwise assigned absent such disposed of without registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms or an available exemption therefrom, and conditions of such Rule and, further, that in case such Rule is not applicable to the absence of an effective registration statement covering Company Securities or any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other available exemption from registration under the Securities Act prior Act, the Company Securities may have to resale. FCG has informed the Investor that certificates representing the Preferred Shares be held indefinitely. (g) The representations, warranties and Warrants issued pursuant to agreements of each holder contained in this Agreement bear shall survive the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONclosing of the Transactions."

Investment Representation. The Investor Each Buyer is purchasing Preferred acquiring the Shares and Warrants pursuant to this Agreement be received by such Buyer at the Closing for its such person's own account for investment only and not with a view towards their to making a distribution or resale. The Investor represents that it is an "accredited" investor thereof within the meaning of Rule 501 promulgated under the Securities Act of 1933Act. Each Buyer agrees not to sell or transfer such Shares, as amended (the "Securities Act"), has such knowledge and experience except in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and accordance with the terms and conditions of the Preferred Shares and the Warrantslegend set forth below. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor Each Buyer is aware that the Preferred Shares and the Warrants have not been registered under the Securities Act or any state or other jurisdiction's securities laws, and may not that the Shares must be sold, transferred or otherwise assigned absent such registration held indefinitely unless subsequently registered or an exemption therefromfrom such registration is available. FCG Each Buyer acknowledges that investment in the Shares involves substantial risks, including the risk of total loss of his, her or its investment in the Shares. Each Buyer represents that he, she or it (i) is able to hold the Shares for an indefinite period of time; (ii) has also informed adequate means, other than the Investor Shares or funds invested therein, of providing for his, her or its current and foreseeable needs; (iii) has no foreseeable need to sell or otherwise dispose of any of the Shares; and (iv) has sufficient net worth to sustain a loss of his, her or its entire investment in the Shares in the event such loss should occur. Each Manager is a bona fide resident of Virginia, Maryland, or the District of Columbia and has no present intention of changing his or her residence. Each Buyer understands and agrees that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificate or certificates representing the Preferred Shares to be received by such Buyer will bear a legend substantially to the effect set forth below and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES that a stop transfer order may be placed with respect thereto. THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH , OR ANY APPLICABLE SECURITIES LAW OF ANY JURISDICTION AND MAY NOT BE SOLD TRANSFERRED UNTIL (A) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED (B) IN THE ABSENCE OPINION OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE COUNSEL REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONCOMPANY, REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER."

Investment Representation. The Investor (i) Seller represents that it is purchasing Preferred Shares and Warrants pursuant to this Agreement acquiring the shares of Common Stock of Buyer (the "Securities") for its own account for investment only and not with a view towards their distribution or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated under , and agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of, or offer to dispose of, the Securities Act of 1933, as amended (unless the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act of 1933 (the "Act") and may not be sold, transferred applicable state securities laws or otherwise assigned absent such registration or an exemption therefromis not required in the opinion of counsel for the Seller reasonably acceptable to the Seller. FCG has also informed the Investor that any Any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor Seller understands that certificates representing for the Preferred Shares and Warrants Securities issued pursuant to this Agreement shall bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE SELLER THAT AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER TRANSFER, HYPOTHECATION OR OTHER ASSIGNMENT AS SUPPORTED BY IS AVAILABLE UNDER SUCH CERTIFICATIONSACT. (ii) Seller represents that (i) it is subscribing for the Securities after having made adequate investigation of the business, OPINIONS AND OTHER DOCUMENTATIONfinances and prospects of Buyer, IF ANY(ii) it has been furnished any information and materials relating to the business, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONfinances and operation of Buyer and information and materials relating to the offer and sale of the Securities which it has requested, including, but not limited to the filings by Buyer under the Securities Exchange Act of 1934, and it has been given an opportunity to make any further inquiries desired of the management and any other personnel of the Buyer as received satisfactory responses to such inquiries."

Investment Representation. The Investor Buyer is purchasing Preferred an “accredited investor” as defined in Regulation D promulgated under the Securities Act. Buyer acknowledges that it is informed as to the risks of the Transactions and of its ownership of the Antara Purchased Warrants, Antara Purchased Warrant Shares, Antara Purchased Deferred Warrants and Antara Purchased Warrant Deferred Shares, and further acknowledges that the Antara Purchased Warrants, Antara Purchased Warrant Shares, Antara Purchased Deferred Warrants and Antara Purchased Warrant Deferred Shares and have not been registered under the U.S. federal securities Laws or under any state or non-U.S. securities Laws. Buyer further acknowledges that none of the Antara Purchased Warrants, Antara Purchased Warrant Shares, Antara Purchased Deferred Warrants or Antara Purchased Warrant Deferred Shares may be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless such transaction is pursuant to this Agreement the terms of an effective registration statement under the Securities Act and are registered under any applicable state or foreign securities Laws or pursuant to an exemption from registration thereunder. Buyer is acquiring the Antara Purchased Warrants, Antara Purchased Warrant Shares, Antara Purchased Deferred Warrants and Antara Purchased Warrant Deferred Shares for its own account account, for investment purposes only and not with a view towards their toward, or for sale in connection with, any distribution thereof, or resale. The Investor represents that it is an "accredited" investor within with any present intention of distributions or selling the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Antara Purchased Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Antara Purchased Warrant Shares, Antara Purchased Deferred Warrants for an indefinite period of time. The Investor has received the opportunity to ask questionsor Antara Purchased Warrant Deferred Shares, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions in violation of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred federal securities Laws or otherwise assigned absent such registration any applicable non-U.S. or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONstate securities Law."

Investment Representation. (1) The Investor is purchasing Preferred Shares and Warrants pursuant to this Agreement for its own account for investment only and not with a view towards their distribution or resale. The Investor represents that it Holder is an "accredited" accredited investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (amended, and the "Holder is acquiring Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate for its own account for the merits and risks purpose of investment in and not with a view to the Preferred Shares and Warrants, is able to bear the economic risk of a loss distribution thereof or dividing all or any part of its entire investment interest therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of timewith any other Person. The Investor has received Holder acknowledges that the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions sale of the Preferred Shares and the Warrants. The Investor Securities has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act of 1933, as amended, or under any applicable federal securities laws or state securities or “blue sky” laws and may not that neither the Securities nor any shares issuable pursuant to the Warrants can be sold, transferred transferred, offered for sale, pledged, hypothecated or otherwise assigned absent such disposed of without registration or under, pursuant to an exemption therefromfrom or in a transaction not subject to any applicable federal securities laws or state securities or “blue sky” laws. FCG has also informed the Investor The Holder acknowledges and agrees that any routine sale of Preferred Shares and shares issued pursuant to the Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with are subject to the terms and conditions set forth in the Security Holders Agreement, as amended from time to time, and that no transfer of such Rule and, further, that shares will be made on the books of the Issuer unless such transfer is in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the terms of such Security Holders Agreement. (2) The Holder agrees that until such time as the applicable restriction is terminated pursuant to Section 6.02(e)(3) hereof, (A) each instrument representing the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement Agreement, as well as any securities issued pursuant to the Warrants, shall bear the following legendan endorsement reading substantially as follows: "THESE THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH , OR UNDER SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION FOR SUCH SALEUNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS. and (B) each instrument representing any shares issued pursuant to the Warrants shall bear an endorsement reading substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN A SECURITY HOLDERS AGREEMENT DATED AS OF DECEMBER 6, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY2007, AS ARE REASONABLY REQUESTED AND ACCEPTABLE AMENDED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE CORPORATIONISSUER OR FROM THE HOLDER OF THIS SECURITY. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT." (3) The restrictions referred to in the endorsement required pursuant to Section 6.02(e)(2)(A) shall cease and terminate as to any particular Securities or shares of Capital Stock when the Issuer or PMGI, as applicable, determines that such restriction is no longer required in order to assure compliance with the Securities Act. The restrictions referred to in the endorsement required pursuant to Section 6.02(e)(2)(B) shall cease and terminate as to any particular Securities or shares Capital Stock when PMGI reasonably determines that the provisions of the Security Holders Agreement are no longer applicable to such shares or the Security Holders Agreement shall have terminated in accordance with its terms. (4) Each Holder has been furnished by the Obligors with all information (or been provided access to all information) regarding the business and financial condition of each of the Obligors, its expected plans for future business activities, the attributes of the Notes and the Warrants and the merits and risks of an investment in the Notes and the Warrants which each Holder has requested or otherwise believes that it needs to evaluate the investment in the Obligors. In addition, each Holder has been given the opportunity to ask any and all questions of and receive answers from the Obligors concerning the terms and conditions of this offering, and has been given the opportunity to obtain additional information necessary to verify the accuracy of the information provided to it or such other additional information as it desired in order to evaluate its investment.

Investment Representation. The Investor is purchasing Preferred Holder, by acceptance hereof, represents as of the date hereof, as follows: (i) The Warrant Shares and issuable upon exercise of the Warrants pursuant to this Agreement for its own account (collectively, the "Acquired Securities") will be acquired for investment only for the Holder's own account, not as a nominee or agent, and not with a view towards their to the resale or distribution of any part of the Acquired Securities in contravention of applicable law, and that the Holder has no present intention of selling, granting any participation in, or resaleotherwise distributing the same. The Investor represents that it Holder does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person in or with respect to any of the Acquired Securities. (ii) The Holder is and upon the acquisition of Acquired Securities upon exercise of the Warrants will be an "accreditedaccredited investor" investor within the meaning of Rule 501 promulgated of Regulation D of the Rules and Regulations of the Securities and Exchange Commission under the Securities Act. The Holder has not been organized for the purposes of acquiring the Acquired Securities. (iii) The Holder understands that the Acquired Securities it may acquire as contemplated by this Warrant are "restricted securities" within the meaning of Rule 144 under the Securities Act of 1933("Rule 144") inasmuch as they will be acquired from the Company in a transaction not involving a public offering and that under the federal securities laws and applicable regulations such Acquired Securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, as amended (the "Holder represents that it is familiar with Rule 144 and understands the resale limitations imposed thereby and by the Securities Act"), has such knowledge and experience in financial and business matters . The Holder acknowledges that enable it to evaluate the merits and risks of its investment in the Preferred Shares and Warrants, is able Acquired Securities may be an illiquid investment requiring the Holder to bear the economic risk of a loss of its entire the investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period period; and (iv) Without in any way limiting the representations set forth in this Section 2(d), the Holder agrees not to make any disposition of time. The Investor all or any portion of the Acquired Securities unless and until the transferee has received agreed in writing for the opportunity benefit of the Company to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and be bound by the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ this Warrant (provided that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered such Holder is making such disposition in a transaction other than pursuant to Rule 144 or under an effective registration statement under the Securities Act and may not be soldin accordance with any applicable state securities laws), transferred or otherwise assigned absent such registration or and (A) the Holder shall have notified the Company of the proposed disposition, and (B) if requested by the Company, the Holder shall have furnished the Company with an exemption therefrom. FCG has also informed opinion of counsel, in form and substance reasonably satisfactory to the Investor that any routine Company, rendered by a law firm experienced in matters involving the sale of Preferred Shares securities under federal and Warrants made in reliance upon Rule 144 promulgated state securities laws, that such disposition will not require registration of the Acquired Securities under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to or registration or qualification under any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: state securities or "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONblue sky" law."

Investment Representation. (a) The Investor is purchasing Preferred Shares has received and Warrants pursuant to this reviewed the following (the "PHT Documents"): 1. Subscription Agreement for its own account for investment only and not with a view towards their distribution or resale2. The Note 3. The Warrants (b) The Investor or Investor's designated representatives have concluded a satisfactory due diligence investigation of PHT and have had an opportunity to review the PHT Documents and to have all of their questions related thereto satisfactorily answered. (c) The Investor acknowledges that the Note is speculative and involves a high degree of risk and the Investor represents that it is able to sustain the loss of the entire amount of its investment. (d) The Investor (or its members and/or officers) has previously invested in unregistered securities and has sufficient financial and investing expertise to evaluate and understand the risks of the Note and the Warrants. (e) The Investor has received from PHT, and is relying on, no representations or projections with respect to PHT's business and prospects except as set forth in this Agreement and the PHT Documents. (f) The Investor is an "accreditedaccredited investor" investor within the meaning of Rule 501 promulgated Regulation D under the Securities Act of 1933, as amended Act. (g) The Investor is acquiring the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares Note and the Warrants for an indefinite period of time. The Investor has received investment purposes only without intent to distribute the opportunity to ask questionssame, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor acknowledges that the Preferred Shares and the Warrants have Note has not been registered under the Securities Act and may not be soldapplicable state securities laws, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale and accordingly, constitutes "restricted securities" for purposes of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can and such state securities laws. (h) The Investor acknowledges that it will not be made only in accordance able to transfer the Note and the Warrants except upon compliance with the terms and conditions registration requirements of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed and applicable state securities laws or exemptions therefrom. (i) The certificates and/or instruments evidencing the Investor that certificates representing Note and the Preferred Shares and Warrants issued pursuant to this Agreement bear will contain the following legend: "THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES , AND MAY NOT BE SOLD OR OFFERED FOR SALEOFFERED, TRANSFERRED SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE ASSIGNED IN THE ABSENCE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT THE ACT, OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALEAND OTHERWISE IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL OWNER OF THE SECURITIES, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO A COPY OF WHICH IS ON FILE AT THE CORPORATIONPRINCIPAL EXECUTIVE OFFICE OF THE ISSUER."

Investment Representation. The Investor is purchasing Preferred Shares and Warrants pursuant In addition to the restrictions on transfer set forth above, each Shareholder understands that Shareholder must bear the economic risk of this Agreement investment for its own account for investment only and an indefinite period of time because the Share are not with a view towards their distribution or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated registered under the Securities Act of 1933, as amended (the "Securities 1933 Act")) or the securities laws of any state of other jurisdiction. Shareholder has been advised that there is no public market for the shares and that eh Shares are not being registered under the 1933 Act upon the basis that the transactions involving its sale are exempt from such registration requirements, has and that reliance by the Company on such knowledge exemption is predicated in part on the Shareholder's representations set forth in this Agreement. Each Shareholder acknowledges that no representations of any kind concerning the future intent or ability to offer or sell the Share in public offering or otherwise have been made to the Shareholder by the Company or any other person or entity. The Shareholder understands that the Company makes no covenant, representation or warranty with respect to the registration of securities under the Securities Exchange Act of 1934, as amended, or its dissemination to the public of any current financial or other information concerning the Company. Accordingly, the Shareholder acknowledges that there is no assurance that there will ever be any public market for the Share, and experience in financial that the Shareholder may not be able to publicly offer or sell any thereof. Each Shareholder represents and business matters warrants that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, Shareholder is able to bear the economic risk of a loss of its losing Shareholder's entire investment therein in the Company, which investment is not disproportionate to Shareholder's net worth, and is prepared that eh Shareholder has adequate means of providing for Shareholder's current needs and personal contingencies without regard to hold the Preferred Shares and investment in the Warrants for an indefinite period of timeCompany. The Investor has received Shareholder acknowledges that an investment in the Company involves a high degree of risk. The Shareholder acknowledges that Shareholder and Shareholder's advisors have had an opportunity to ask questionsquestions of and to receive answ3ers from the officers of the Company and to obtain additional information in writing to the extent that the Company possesses such information or could acquire it without unreasonable effort or expense: (I) relative tot eh Company and the Shares; and (ii) necessary to verify the accuracy of any information, documents, books and records furnished. Each Shareholder represents, warrants and covenants to the Transferor and the Company that the Shareholder is a resident of the state shown on Schedule 1 hereto and will be the sole party in interest as to the Shares acquired hereunder and is acquiring the Shares for the Shareholder's own account, for investment only, and has obtained not with a view toward the related answersresale or distribution thereof. Each Shareholder agrees that the Shareholder will not attempt to pledge, regarding the businesstransfer, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions convey or otherwise dispose of the Preferred Shares except in a transaction that is the subject of either (I) an effective registration statement under the 1933 Act and any applicable state securities laws, or (ii) an opinion of counsel, which opinion of counsel shall be satisfactory to the WarrantsCompany, to the effect that such registration is not required. The Investor has received all Company may rely on such an opinion of Shareholder's counsel in making such determination. Each Shareholder consents to the placement of legends on any certificates or documents representing any of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor Share stating that the Preferred Shares and the Warrants have not been registered under the Securities 1933 Act or any applicable state securities laws and may not setting froth or referring to the restrictions on transferability and sale thereof. The Shareholder is aware that the Company will make a notation in its appropriate records, and notify its transfer agent, with respect to the restrictions on the transferability of the Shares. Each Shareholder represents that the Shareholder has consulted with the Shareholder's attorneys, financial advisors and other regarding all financial, securities and tax aspects of the proposed investment in the Company and that such advisors have reviewed this Agreement and all documents relating to this Operating Agreement on Shareholder's behalf. Shareholder and the Shareholder's advisors have sufficient knowledge and experience in business and financial matters to evaluate the Company, to evaluate the risks and merits of an investment in the Company, to make an informed investment decision with respect to investment in the Company, and to protect the investors' interest in connection with the investor's acquisition of shares in the Company without the need for additional informed which would be sold, transferred or otherwise assigned absent such required to be included in a complete registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated statement effective under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATION1993 Act."

Investment Representation. The Investor (a) Holder represents and warrants to the Company that Holder is purchasing Preferred Shares acquiring this Warrant and Warrants pursuant to this Agreement the shares issuable upon exercise of the Warrant ("Warrant Shares") for its Holder's own account for the purpose of investment only and not with a view towards their toward resale or other distribution or resale. The Investor represents that it is an "accredited" investor within the meaning thereof in violation of Rule 501 promulgated under the Securities Act of 1933, as amended (. Holder acknowledges that the "Securities Act"), has such knowledge effect of the representations and experience in financial and business matters warranties is that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire the investment therein in the Warrant and is prepared to hold Warrant Shares must be borne by the Preferred Shares and the Warrants Holder for an indefinite period of time. The Investor has received This representation and warranty shall be deemed to be a continuing representation and warranty and shall be in full force and effect upon such exercise of the opportunity Warrant granted hereby. (b) In order to ask questionsenable the Company to comply with the Securities Act of 1933 (the "Securities Act") and relevant state law, the Company may require the Holder as a condition of the exercising of the Warrant granted hereunder, to give written assurance satisfactory to the Company that the shares subject to the Warrant are being acquired for its own account, for investment only, with no view to the distribution of same, and has obtained the related answers, regarding the business, financial condition and results that any subsequent resale of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered any such shares either shall be made pursuant to a registration statement under the Securities Act which shall become effective and may not be current with regard to the shares being sold, transferred or otherwise assigned absent such registration or shall be pursuant to an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated from registration under the Securities Act can be made only in accordance with Act. If the terms and conditions shares of such Rule and, further, that in case such Rule is Common Stock purchased pursuant to the exercise of this Warrant are not applicable subject to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption an effective registration statement under the Securities Act prior to resale. FCG has informed Act, the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to certificate(s) evidencing shares of Common stock purchased upon exercise of this Agreement Warrant shall bear the following restrictive legend: "THESE SECURITIES THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH 1933 (THE "ACT") OR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE SOLD OR OFFERED FOR SALESOLD, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH THE ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNTIL THE COMPANY RECEIVES AN EXEMPTION FROM REGISTRATION FOR SUCH SALEOPINION OF COUNSEL, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE SATISFACTORY TO THE CORPORATIONCOMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED."

Investment Representation. The Investor is purchasing Preferred Shares and Warrants pursuant to Warrant Holder, by his, her, or its acceptance of this Agreement for its own account for investment only and not with a view towards their distribution or resale. The Investor represents Warrant, acknowledges that it is an "accredited" investor within neither the meaning Warrant nor the shares of Rule 501 promulgated the Common Stock issuable upon exercise thereof have been registered under the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge and, accordingly, represents and experience warrants to the Company that he, she, or it is acquiring the Warrant for investment and not with a view to, or in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrantsconnection with, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of timeany distribution thereof. The Investor has received the opportunity to ask questionsWarrant Holder further represents and warrants that, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered if a registration statement under the Securities Act is not effective with respect to the underlying shares of the Common Stock at the time of exercise, the Warrant Holder will acquire the shares of the Common Stock for investment and not with a view to, or in connection with, any distribution thereof. Transfers and Exchanges The Company shall transfer, from time to time, any outstanding Warrant upon the books to be maintained by the Company for that purpose, upon surrender thereof for transfer properly endorsed or accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant shall be issued to the transferee and the surrendered Warrant shall be canceled by the Company. The Warrant so canceled shall be delivered to the Company from time to time upon request. Warrants may be exchanged at the option of the holder thereof, when surrendered at the office of the Company, for another Warrant, or other Warrants of different denominations, of like tenor and representing in the aggregate the rights to purchase a like number of shares. Anything in this section 6 to the contrary notwithstanding, no transfer shall be made if such transfer would violate Section 5 of the Securities Act. Payment of Taxes The Company will pay any documentary stamp taxes attributable to the initial issuance of the Common Stock issuable upon the exercise of the Warrant; provided, however, that the Company shall not be soldrequired to pay any tax or taxes which may be payable in respect of any transfer involved in the issue or delivery of any certificates for the Common Stock in a name other than that of the registered holder of the Warrant in respect of which shares are issued, transferred and in such case the Company shall not be required to issue or otherwise assigned absent deliver any certificates for the Common Stock or any Warrant for remaining shares until the person requesting the same has paid to the Company the amount of such registration tax or has established to the Company's satisfaction that such tax has been paid. Mutilated or Missing Warrant In case the Warrant shall be mutilated, lost, stolen, or destroyed, the Company may in its discretion issue and deliver in exchange and substitution for, and upon cancellation of, the mutilated Warrant, or in lieu of, and in substitution for, the Warrant lost, stolen, or destroyed, a new Warrant of like tenor and representing an exemption therefromequivalent right or interest, but only upon receipt of evidence satisfactory to the Company of such loss, theft, or destruction of such Warrant. FCG has Applicants for such substitute Warrant shall also informed comply with such other reasonable regulations and pay such reasonable charges as the Investor Company may prescribe. Reserve The Company covenants and agrees that, from time to time, there will be authorized and available for delivery a sufficient number of its shares of the Common Stock or other securities into which the Warrant is then exercisable to permit the exercise of the Warrant at the time outstanding as and when the certificates shall, from time to time, be deliverable in accordance with Section 1 hereof. In the event that any routine sale there are insufficient shares or other securities for such purpose, the Company shall use its best efforts to seek stockholder approval for an Amendment to the Company's Certificate of Preferred Shares Incorporation and/or to take such other action as is necessary or appropriate to cause such shares or other securities to be authorized. Governing Law The Warrant evidenced hereby shall be construed and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only enforced in accordance with the terms and conditions laws of such Rule and, further, that in case such Rule is not the State of Delaware applicable to contracts made and to be performed in that State, without giving effect to any sale principles of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONconflicts of laws."

Investment Representation. (1) The Investor is purchasing Preferred Shares and Warrants pursuant to this Agreement for its own account for investment only and not with a view towards their distribution or resale. The Investor represents that it Holder is an "accredited" accredited investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (amended, and the "Holder is acquiring Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate for its own account for the merits and risks purpose of investment in and not with a view to the Preferred Shares and Warrants, is able to bear the economic risk of a loss distribution thereof or dividing all or any part of its entire investment interest therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of timewith any other Person. The Investor has received Holder acknowledges that the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions sale of the Preferred Shares and the Warrants. The Investor Securities has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act of 1933, as amended, or under any applicable federal securities laws or state securities or “blue sky” laws and may not that neither the Securities nor any shares issuable pursuant to the Warrants and the Preferred Stock can be sold, transferred transferred, offered for sale, pledged, hypothecated or otherwise assigned absent such disposed of without registration or under, pursuant to an exemption therefromfrom or in a transaction not subject to any applicable federal securities laws or state securities or “blue sky” laws. FCG has also informed The Holder acknowledges and agrees that the Investor that any routine sale shares of Preferred Shares and Stock to be issued to the Holder hereunder, as well as any shares issued pursuant to the Warrants made in reliance upon Rule 144 promulgated under or the Securities Act can be made only in accordance with Preferred Stock, are subject to the terms and conditions set forth in the Security Holders Agreement, as amended from time to time, and that no transfer of such Rule and, further, that shares will be made on the books of the Issuer unless such transfer is in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the terms of such Security Holders Agreement. (2) The Holder agrees that until such time as the applicable restriction is terminated pursuant to Section 6.02(e)(3) hereof, (A) each instrument representing the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement Agreement, as well as any securities issued pursuant to the Warrants and the Preferred Stock, shall bear the following legendan endorsement reading substantially as follows: "THESE THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH , OR UNDER SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION FOR SUCH SALEUNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS. and (B) each instrument representing the Preferred Stock, OFFERas well as any shares issued pursuant to the Warrants and the Preferred Stock, TRANSFER OR OTHER ASSIGNMENT shall bear an endorsement reading substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN A SECURITY HOLDERS AGREEMENT DATED AS SUPPORTED BY SUCH CERTIFICATIONSOF AUGUST 17, OPINIONS AND OTHER DOCUMENTATION, IF ANY2005, AS ARE REASONABLY REQUESTED AND ACCEPTABLE AMENDED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE CORPORATIONISSUER OR FROM THE HOLDER OF THIS SECURITY. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT." (3) The restrictions referred to in the endorsement required pursuant to Section 6.02(e)(2)(A) shall cease and terminate as to any particular Securities or shares of Capital Stock when the Company determines that such restriction is no longer required in order to assure compliance with the Securities Act. The restrictions referred to in the endorsement required pursuant to Section 6.02(e)(2)(B) shall cease and terminate as to any particular Securities or shares Capital Stock when the Company reasonably determines that the provisions of the Security Holders Agreement are no longer applicable to such shares or the Security Holders Agreement shall have terminated in accordance with its terms.

Investment Representation. a. The Investor Warrant Holder is purchasing Preferred Shares and Warrants pursuant to this Agreement for its own account for investment only and not with a view towards their distribution or resale. The Investor represents that it is (i) an "accreditedaccredited investor" investor within the meaning of as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act1933 ACT"), has such knowledge by reason of Rule 501(a)(3) and (6), (ii) experienced in making investments of the kind described in this Agreement and related documents, (iii) able, by reason of the business and financial experience of its officers (if any entity) and professional advisors (who are not affiliated with or compensated in financial any way by the Company or any of its affiliates or selling agents), to protect its own interests in connection with the transactions describe din this Agreement, and business matters that enable it the related documents and (iv) able to evaluate afford the merits and risks entire loss of its investment in the Preferred Warrant. b. The Warrant Holder is acquiring this Warrant and, upon exercise thereof, the Warrant Shares for its own account or the account of an affiliate for investment purposes only, and Warrantsnot with a present view to, is able or for, resale, distribution or fractionalization thereof, in whole or in part, within the meaning of the 1933 Act. The Warrant Holder understands that its acquisition of the Warrant or, upon exercise thereof, the Warrant Shares has not been registered under the 1933 Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of such Warrant Holders investment intent as expressed herein. The Warrant Holder shall not, directly or indirectly, offer, sell, pledge, transfer, or otherwise dispose of (or solicit any offers to bear buy, purchase, or otherwise acquire or take a pledge of) the economic risk of a loss of its entire investment therein and is prepared to hold Warrant or the Preferred Shares Warrant Shares, except in compliance with the terms hereof and the Warrants for an indefinite period registration requirements of time. The Investor has received the opportunity to ask questions1933 Act, and has obtained the related answersrules and regulations promulgated thereunder, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. or an exemption thereunder. c. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor Warrant Holder acknowledges that the Preferred certificates representing any Warrant Shares and the Warrants will bear a legend indicating that they have not been registered under the Securities 1933 Act or any state securities laws and neither the Warrant Shares nor any interest therein may be offered, sold, pledged, assigned or otherwise transferred by the Warrant Holder unless (1) a registration statement with respect thereto is effective under the 1933 Act and any applicable state securities laws or (2) the Warrant Holder shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that the Warrant Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration. d. The Warrant Holder has been, upon request, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Warrants and the Warrant Shares. The Warrant Holder has been afforded the opportunity to ask questions of the Company and have received complete and satisfactory answers to any such inquiries. The Warrant Holder understands that such Warrant Holder's investment in the Warrant and Warrant Shares involves a high degree of risk. The Warrant Holder understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Warrant or the Warrant Shares. e. If this Warrant was acquired by the Warrant Holder pursuant to the exemption from the registration requirements of the 1933 Act afforded by Regulation S thereunder, the Warrant Holder acknowledges and covenants that this Warrant may not be soldexercised by or on behalf of a Person during the one year distribution compliance period (as defined in Regulation S) following the date hereof. "PERSON" means an individual, transferred partnership, firm, limited liability company, trust, joint venture, association, corporation, or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONlegal entity."

Investment Representation. The Investor (i) Ilion is purchasing Preferred generally familiar with the business of LTC and has had an opportunity to review the Disclosure Documents and to have all of Ilion's questions related thereto satisfactorily answered. (ii) Ilion acknowledges that the Conversion Shares and Warrants pursuant to this Agreement for its own account for investment only Warrant Shares (collectively, the "Shares") are speculative and not with involve a view towards their distribution or resale. The Investor high degree of risk and Ilion represents that it is able to sustain the loss of the entire amount of its investment. (iii) Ilion has previously invested in unregistered securities and has sufficient financial and investing expertise to evaluate and understand the risks of the Shares. (iv) Ilion has received from LTC, and is relying on, no representations (except as set forth in this Agreement) or projections with respect to LTC's business and prospects. (v) Ilion is an "accreditedaccredited investor" investor within the meaning of Rule 501 promulgated Regulation D under the Securities Act of 1933, as amended 1933 (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it . (vi) Ilion is acquiring the Shares for investment purposes only without intent to evaluate distribute the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questionssame, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor acknowledges that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be soldapplicable state securities laws, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale and accordingly, constitute "restricted securities" for purposes of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can and such state securities laws. (vii) Ilion acknowledges that it will not be made only in accordance able to transfer the Shares except upon compliance with the terms and conditions registration requirements of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed and applicable state securities laws or exemptions therefrom. (viii) The certificates and/or instruments evidencing the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear will contain the following legend: "THESE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES , AND MAY NOT BE SOLD SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN EXEMPTION OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL AND FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE ATTORNEYS REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONCOMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED."

Investment Representation. The Investor (1) Seller is purchasing Preferred Shares and Warrants pursuant to this Agreement acquiring SESI Common Stock for its investment for his own account for investment only and not with a view towards their to, or for sale or other disposition in connection with, any distribution of all or resaleany part thereof except (i) in an offering covered by a registration statement filed with the Securities and Exchange Commission under the Securities Act covering SESI Common Stock acquired by Seller or (ii) pursuant to an applicable exemption under the Securities Act. The Investor represents In receiving SESI Common Stock, Seller is not offering or selling, and will not offer and sale, for SESI in connection with any distribution of such SESI Common Stock, and Seller does not have any contract, undertaking, agreement or arrangement with any person for the distribution of SESI Common Stock and will not participate in any undertaking or in any underwriting of such an undertaking except in compliance with Applicable Law. (2) Seller has such knowledge and experience in financial and business matters that it he is capable of evaluating the merits and risks of an investment in SESI Common Stock. (3) Seller has received from SESI and has reviewed with his representatives a copy of each of SESI Disclosure Documents. Seller has also been afforded access to information about SESI and SESI's financial position, results of operation, business, property and management sufficient to enable him or her to evaluate an investment in SESI Common Stock, and has had the opportunity to ask questions of and has received satisfactory answers from SESI concerning the foregoing matters. (4) Seller understands that the shares of SESI Common Stock acquired pursuant hereto have not been registered under the Securities Act on the basis that the sale provided for in this Agreement and the issuance of SESI's Common Stock hereunder is exempt from registration under the Securities Act, and that SESI's reliance on such exemption is based, in part, upon Seller's representations set forth herein. (5) Seller understands that the shares of SESI Common Stock will not be registered under the Securities Act, that such shares will be "accreditedrestricted securities" investor within as that term is defined in Rule 144 promulgated by the meaning Securities and Exchange Commission under the Securities Act, and that Seller cannot transfer such shares unless they are subsequently registered under the Securities Act and under any applicable state securities law or are transferred in a transfer that, in the opinion of counsel satisfactory to SESI, is exempt from such registration. Seller further understands that SESI will, as a condition to the transfer of any such shares, require that the request for transfer be accompanied by an opinion of counsel, in form and substance satisfactory to SESI, to the effect that the proposed transfer does not result in a violation of the Securities Act or any applicable state securities law, unless such transfer is covered by an effective registration statement. Seller understands that such shares of SESI Common Stock may not be sold publicly in reliance on the exemption from registration under the Securities Act afforded by Rule 144 unless and until the minimum holding period (currently two years) and other requirements of Rule 501 promulgated 144 have been satisfied. (6) Seller understands and agrees that all certificates evidencing the shares of SESI Common Stock issued hereunder will bear restrictive legends in substantially the following form: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrantsor any applicable state law, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent without registration under the Act and any such registration state law or an exemption therefrom. FCG has also informed opinion of counsel satisfactory to the Investor corporation that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule registration is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONrequired."

Investment Representation. (a) The Investor is purchasing Preferred Vendors understand that the Consideration Shares and the Consideration Warrants to be issued pursuant to the terms of this Agreement for its own account for investment only and have not with a view towards their distribution or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated been registered under the Securities Act of 1933, 1933 as amended (the "Securities Act"), has such knowledge ) and experience the Purchaser Common Stock and Purchaser Stock Warrants are "restricted securities" as the term is defined in financial Rule 144 promulgated by the SEC under the Securities Act ("Rule 144") and business matters that enable it to evaluate the merits and risks Vendors cannot resale any of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Consideration Shares and the Purchaser Common Stock underlying the Consideration Warrants for an indefinite period of time. The Investor has received before the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions first anniversary of the Preferred Completion Date, unless such shares are being registered under the Securities Act. In the absence of such registration, as of the first anniversary of the Completion Date and until the second anniversary of the Completion Date, the resale by the Vendors of the Consideration Shares and the Warrants. The Investor Purchaser Common Stock underlying the Consideration Warrants will be permitted pursuant and subject to the conditions of Rule 144. (b) Each Vendor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor been advised that the Preferred Consideration Shares and the Consideration Warrants (including the underlying Purchaser Common Stock) issued hereunder have not been and are not being registered under the Securities Act or under the Blue Sky laws of any jurisdiction, and may that Purchaser in issuing such shares is relying upon, among other things, the representations and warranties of the Vendors contained in this Agreement including that such issuance is a "private offering" and does not be sold, transferred or otherwise assigned absent such require compliance with the registration or an exemption therefrom. FCG has also informed provisions of the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated Securities Act. (c) The Purchaser undertakes to comply with its periodic reporting requirements under the Securities Exchange Act can be made only of 1934. (d) If after the first anniversary of the issuance of the Consideration Shares and the Consideration Warrants, the consent of the Purchaser is required to remove the legend referred to in 1.02 of this Schedule in accordance with Rule 144, the terms and conditions of such Rule and, further, Purchaser hereby agrees that in case such circumstances consistent with the application of Rule is 144, it shall not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONunreasonably withhold its consent."

Investment Representation. (a) The Investor is purchasing Preferred BARRA Shares received by the GAT Stockholders and Warrants the GAT Optionholder (collectively, the "GAT Securityholders") pursuant to the terms of this Agreement (the "Securities") will be acquired for its the GAT Securityholders' own account for investment only account, not as a nominee or agent, and not with a view towards their to the distribution of any part thereof. (b) Each GAT Securityholder has investigated BARRA's business, management and financial condition, has read the BARRA SEC Documents and has had access to all information requested pursuant to Section 3.1(h) and to such other information about BARRA as such GAT Stockholder has deemed necessary or resale. The Investor represents desirable to reach an informed and knowledgeable decision to acquire the Securities. (c) Each GAT Securityholder understands that it is an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act by reason of reliance upon certain exemptions therefrom, and may that the reliance of BARRA on such exemptions is predicated upon, among other things, the bona fide nature of each GAT Stockholder's investment intent as expressed herein. (d) Each GAT Securityholder is experienced in evaluating and investing in securities and has made investments in securities other than those of GAT. Each GAT Stockholder is knowledgeable in business and financial matters and is capable of evaluating the merits and risks of an investment in BARRA. Each GAT Stockholder acknowledges that it has the ability to bear the economic risk of its investment pursuant to this Agreement. (e) Each GAT Securityholder understands that the Securities being purchased hereunder are restricted securities within the meaning of Rule 144 under the Securities Act; that the Securities are not registered and must be sold, transferred or otherwise assigned absent such registration held indefinitely unless they are subsequently registered or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under from such registration is available. (f) Each certificate representing the Securities Act can when delivered to the GAT Securityholders at the Closing or upon exercise of the Yamaichi Option shall be made only in accordance endorsed with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following or substantially similar legend: "THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH AMENDED (THE "1933 ACT"), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR SOLD, OFFERED FOR SALE, TRANSFERRED TRANSFERRED, PLEDGED OR OTHERWISE ASSIGNED HYPOTHECATED (I) IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THESE SECURITIES UNDER THE 1933 ACT, AND AN EFFECTIVE REGISTRATION OR QUALIFICATION OF THESE SECURITIES FOR SALE UNDER ANY APPLICABLE STATE SECURITIES LAW; (II) IN THE ABSENCE OF AN EFFECTIVE OPINION OF COUNSEL SATISFACTORY TO BARRA, INC. THAT SUCH REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT AND QUALIFICATION ARE NOT REQUIRED; OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER (III) UNLESS SOLD PURSUANT TO RULE 144 OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONSAPPLICABLE PROVISIONS OF THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAW. Each GAT Securityholder agrees not to attempt any transfer of any such securities without first complying with the substance of said legend, OPINIONS AND OTHER DOCUMENTATIONand agrees that satisfaction of the issuer may, IF ANYif BARRA so requests, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONdepend in part upon an opinion of counsel reasonably acceptable in form and substance to the issuer, or equivalent evidence. Each of the undersigned GAT Securityholders acknowledges, without limitation, that the foregoing agreement and representation shall apply to BARRA Shares delivered to such person as a result of the Closing."

Investment Representation. The Investor is purchasing Preferred Each party acquiring Shares and Warrants pursuant to this Agreement ------------------------- hereunder will be receiving the Shares for his or its own account for investment only and not with a view towards their distribution or resale. The Investor represents that it is Each party acquiring Shares hereunder will either be an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), has or will have such knowledge and experience in financial and business matters that enable it to evaluate such party is capable of evaluating the merits and risks of investment in the Preferred Shares and Warrants, is will be able to bear the economic risk of a loss of its entire investment therein and is prepared to hold in the Preferred Shares. Each party acquiring Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor hereunder acknowledges that any routine sale of Preferred such Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, and further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicablethe Shares, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed Each party acquiring Shares hereunder acknowledges that the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement shall bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER TRANSFER, HYPOTHECATION OR OTHER ASSIGNMENT AS SUPPORTED BY IS AVAILABLE UNDER SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONACT.""

Investment Representation. The Investor is purchasing Preferred Neither this Warrant nor the Warrant Shares and Warrants pursuant to issuable upon the exercise of this Agreement for its own account for investment only and not with a view towards their distribution or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated Warrant have been registered under the Securities Act of 1933, or any state securities laws. The Holder acknowledges by acceptance of the Warrant that as amended of the date of this Warrant and at the time of exercise (a) he has acquired this Warrant or the "Warrant Shares, as the case may be, for investment and not with a view to distribution; and either (b) he has a pre-existing personal or business relationship with the Corporation, or its executive officers, or by reason of his business or financial experience he has the capacity to protect his own interests in connection with the transaction; and (c) he is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity Holder agrees that any Warrant Shares issuable upon exercise of this Warrant will be acquired for investment and not with a view to ask questions, distribution and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred such Warrant Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have will not been be registered under the Securities Act and applicable state securities laws and that such Warrant Shares may not have to be sold, transferred held indefinitely unless they are subsequently registered or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated qualified under the Securities Act can and applicable state securities laws or, based on an opinion of counsel reasonably satisfactory to the Corporation, an exemption from such registration and qualification is available. The Holder, by acceptance hereof, consents to the placement of the following restrictive legends, or substantially similar legends, on each certificate to be made only issued to the Holder by the Corporation in accordance connection with the terms and conditions issuance of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legendWarrant Shares: "THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH , OR QUALIFIED UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD SOLD, TRANSFERRED, ASSIGNED OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR LAWS COVERING SUCH SECURITIES, OR (B) THE HOLDER RECEIVES AN EXEMPTION FROM REGISTRATION OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES SATISFACTORY TO THE CORPORATION, STATING THAT SUCH SALE, OFFERTRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE LAW. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONSFOR A PERIOD OF TIME, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE NOT TO THE CORPORATION."EXCEED ONE

Investment Representation. The Investor is purchasing Preferred Company has the knowledge and --------------------------- experience in business and financial matters to meaningfully evaluate the merits and risks of the issuance and sale of the Shares of Nicklebys Common Stock in exchange and Warrants pursuant to this Agreement consideration for its own account for investment only and not with a view towards their distribution or resalethe Art Exchange Common Shares as contemplated hereby. The Investor represents Company shall conduct an independent review of the business, assets, properties, books and records of Art Exchange for the purpose of satisfying itself as to the truth, accuracy and completeness of the representations and warranties made by the Purchasers. The Company understands and acknowledges that it is an "accredited" investor within the meaning of Rule 501 promulgated Art Exchange Common Shares were originally issued to the Purchasers and will be sold and transferred to the Company in the transactions contemplated hereby without registration or qualification or other filings being made under the U.S. Securities Act of 1933, as amended (the amended, or any applicable state securities or "Securities Act")Blue Sky" law, has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under specific exemptions therefrom, and in furtherance thereof the Securities Act can Company represents that the Art Exchange Common Shares will be made only in accordance taken and received by the Company for its account for investment, with no present intention of a distribution or disposition thereof to others. The Company further acknowledges and agrees that the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Art Exchange Common Shares transferred to the Company shall be subject to a stop-transfer order and Warrants issued pursuant to this Agreement shall bear a restrictive legend, in substantially the following legendform: "THESE THE SECURITIES HAVE NOT BEEN REGISTERED REPRESENTED BY THIS CERTIFICATE WERE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES AMENDED (THE "ACT"), ARE "RESTRICTED SECURITIES," AND MAY NOT BE SOLD OR OFFERED FOR SALESOLD, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH THE ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALEIN A TRANSACTION WHICH, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE IN THE OPINION OF COUNSEL SATISFACTORY TO THE CORPORATIONCOMPANY, IS NOT REQUIRED TO BE REGISTERED UNDER THE ACT."

Investment Representation. The Investor Each of the Shareholders acknowledges his understanding that the shares of PENN's Common Stock to be delivered pursuant to this Agreement will not be registered pursuant to the 1933 Act and each of the Shareholders further represents to and agrees with PENN as follows: a. He/She is purchasing Preferred Shares and Warrants acquiring the shares of PENN's Common Stock pursuant to this Agreement for its his/her own private personal investment account for investment only and not with no present intention of reselling or distributing such shares or any portion thereof to others. b. They fully comprehend that in connection with the issuance of shares of PENN's Common Stock pursuant to this Agreement, PENN is relying to a view towards their distribution material degree on the representations, warranties and covenants contained herein, and with such realization he/she authorizes PENN to act as it may see fit in full reliance hereon. c. He/she agrees that none of such shares will be transferred or resaledistributed unless (i) they are covered by an effective Registration Statement prepared in accordance with the 1933 Act and are distributed in a manner complying with the 1933 Act and with the Rules and Regulations promulgated thereunder; or (ii) they may be transferred in accordance with Rule 144 of the Rules and Regulations pursuant to the 1933 Act (or such similar Rule as may be applicable to such shares at the time of transfer) so long as such transfer strictly complies with said Rule 144 and with such procedures as PENN may reasonably establish in connection therewith; or (iii) there is first delivered to PENN the written legal opinion of legal counsel in form and substance reasonably satisfactory to PENN's legal counsel or a "no action letter" from SEC indicating that any of the provisions of the 1933 Act and the Rules and Regulations promulgated thereunder. The Investor represents In the event such legal opinion is based upon the exemption now contained in Section 4(2) of the 1933 Act, the person acquiring shares or some portion thereof shall execute and deliver to PENN a letter agreement complying with the 1933 Act and the Rules and Regulations promulgated thereunder. d. He/she hereby agrees that it is an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933certificate(s) representing such shares may bear a legend, as amended (set forth below, setting forth the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment restrictions upon transfer which are contained in the Preferred Shares foregoing subparagraph (c) and Warrants, is able that PENN may deliver to bear its transfer agents a "stop transfer order" directing the economic risk transfer agents not to effect any transfer of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has such shares without having received the opportunity to ask questions, permission of PENN and has obtained evidence of compliance with applicable provisions of the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ 1933 Act and the terms and conditions of the Preferred Shares and the Warrantsthis Agreement. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants shares represented by this certificate have not been registered under the Securities Act of 1933 (the "Act") and are "restricted securities" as that term is defined in Rule 144 under the Act. The shares may not be soldoffered for sale, transferred sold or otherwise assigned absent such registration or transferred except pursuant to an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated from registration under the Securities Act, the availability of which is to be established to the satisfaction of PENN. e. He/she hereby agrees to indemnify PENN against and hold it harmless from all losses, liabilities, costs and expenses (including reasonable attorneys' fees) which shall arise as a result of a sale or distribution by him/her of such shares or any portion thereof in violation of the 1933 Act can be made only in accordance with or the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONAgreement."

Investment Representation. The Investor is purchasing Preferred Shares (a) Sellers or their designees are acquiring the shares of ALT5 Stock, the shares of ▇▇▇▇▇ Stock, and the ALT5 Warrants pursuant to this Agreement for its own account (and the shares of ALT5 common stock underlying the ALT5 Warrants) (collectively, the “ALT5/▇▇▇▇▇ Securities”) for investment only for Sellers’ or their designees’ own account, and not with a the view towards to, or for resale in connection with, any distribution thereof. Sellers understand that none of the ALT5/▇▇▇▇▇ Securities has been and none will be registered under the Securities Act and all are being offered and sold or granted to the Sellers or their distribution designees pursuant to an exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Sellers’ or resale. The Investor represents that it is an "accredited" investor within the meaning their designees’ representations as expressed herein and in response to any ALT5 inquiry. (b) Sellers are accredited investors as defined in Rule 501(a) of Rule 501 Regulation D promulgated under the Securities Act. (c) The Sellers (a) are sophisticated parties familiar with transactions similar to those contemplated by this Agreement, (b) have adequate information concerning the business and financial condition of ALT5 to make an informed decision regarding the acquisition of the ALT5/▇▇▇▇▇ Securities, and (c) except for the representations, warranties, and covenants of the Buyer under this Agreement or the exhibits or appendices hereto, have independently and without reliance upon ALT5 or any Person acting for ALT5, and based on such information and the advice of such advisors to the Sellers as the Sellers have deemed appropriate, made their own analysis and decision to enter into this Agreement. Except for the representations, warranties, and covenants of the Buyer under this Agreement or the exhibits or appendices hereto, or ALT5’s reports filed with the Securities and Exchange Commission under the Exchange Act on or before the date hereof, the Sellers have not relied on ALT5 or any Person acting for ALT5 for any information regarding ALT5 Alt5_MSwipe_SPA_030325.rwk.8a21 or the value of 1933any of any of the ALT5/▇▇▇▇▇ Securities. The Sellers acknowledge that none of ALT5 nor any Person acting for ALT5, or any of their respective Affiliates, is acting as amended (a fiduciary or financial or investment adviser to the "Securities Act")Sellers, and that, except for the representations, warranties, and covenants of the Buyer under this Agreement or the exhibits or appendices hereto, none of ALT5 or any Person acting for ALT5, or any of their respective Affiliates, has such given Sellers any investment advice, opinion or other information on whether the acquisition of the ALT5/▇▇▇▇▇ Securities is prudent. (d) Sellers have had access to all information regarding ALT5 and its present and prospective business, assets, liabilities, and financial condition that Sellers consider important in making the decision to acquire the ALT5/▇▇▇▇▇ Securities. The Sellers has sought their own accounting, legal, tax or other advice as each has considered necessary to make an informed decision with respect to its acquisition of the ALT5/▇▇▇▇▇ Securities. (e) Sellers are fully aware of: (a) the highly speculative nature of the ALT5/▇▇▇▇▇ Securities; (b) the financial hazards involved; (c) the lack of liquidity of the ALT5/▇▇▇▇▇ Securities (and, in particular, the shares of ▇▇▇▇▇ Stock and any debt or equity securities of Alyea into which it is converted) and the limitations on the transfer of the ALT5/▇▇▇▇▇ Securities under state and federal securities laws; and (d) the tax consequences of acquiring the ALT5/▇▇▇▇▇ Securities. The Sellers’ prior investment experience and their general knowledge and experience in financial and business matters that about ALT5, together with any accounting, legal, tax or other advice received by Sellers from their respective advisors, enable it the Sellers to evaluate make an informed decision with respect to the merits and risks of an investment in the Preferred Shares and Warrants, is ALT5/▇▇▇▇▇ Securities. Sellers are able to bear the economic risk of their acquisition of the ALT5/▇▇▇▇▇ Securities, including a complete loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions value of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor ALT5/▇▇▇▇▇ Securities. (f) Sellers acknowledges that the Preferred Shares and the Warrants ALT5/▇▇▇▇▇ Securities, because they have not been registered under the Securities Act and Act, may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated required to be held indefinitely unless subsequently registered under the Securities Act can or unless an exemption from such registration is available, such as any exemption as may be made only in accordance with the terms and conditions of such available pursuant to Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption 144 under the Securities Act prior Act. Sellers acknowledge that there is no intention to resale. FCG has informed register the Investor ALT5 Warrants or the shares of ▇▇▇▇▇ Stock under the Securities Act, and further acknowledges Sellers’ understanding that certificates representing the Preferred Shares shares of ALT5 Stock, the shares of common stock of ALT5 underlying the ALT5 Warrants, and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933shares of ▇▇▇▇▇ Stock are restricted securities, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONthe resale of which will not be registered under the Securities Act."

Investment Representation. The Investor Seller is purchasing Preferred acquiring the -------------------------- shares of AMSC Common Stock to be received by Seller upon consummation of the sale of Seller's Shares and Warrants pursuant to this Agreement Purchaser for its own account for investment only and not with a view towards their to making a distribution or resale. The Investor represents that it is an "accredited" investor thereof within the meaning of Rule 501 promulgated the Securities Act of 1933, as amended. Seller agrees that it will not sell or transfer such shares of AMSC Common Stock, except in accordance with the terms of the legend set forth below, unless such shares are subsequently registered or an exemption from registration is available. Seller is aware that the shares of AMSC Common Stock it is receiving have not been registered under the Securities Act of 1933, as amended (the "Securities Act")amended, has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questionsor any state or other jurisdiction's securities laws, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been shares of AMSC Common Stock must be held indefinitely unless subsequently registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefromfrom such registration is available. FCG has also informed Seller is aware that it will not be readily able to liquidate its shares of AMSC Common Stock. Seller understands and agrees that the Investor shares of AMSC Common Stock to be received by Seller will bear legends substantially to the effect set forth below and that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can a stop transfer order may be made only in accordance placed with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resalerespect thereto. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 OR THE SECURITIES LAWS OF ANY STATE, AS AMENDED. SUCH SECURITIES AND MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED SOLD OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE TRANSFERRED UNLESS REGISTRATION STATEMENT WITH RESPECT THERETO STATEMENTS UNDER SUCH ACT LAWS ARE THEN IN EFFECT OR UNLESS AN EXEMPTION FROM THE REGISTRATION FOR REQUIREMENTS THEREOF IS THEN APPLICABLE TO SUCH OFFER OR SALE. The shares of Common Stock represented by this certificate may not be sold, OFFERtransferred, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONSassigned, OPINIONS AND OTHER DOCUMENTATIONpledged, IF ANYhypothecated or otherwise disposed of except in accordance with the terms of the Registration Rights Agreement dated as of , AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATION1998, a copy of which is on file at the office of the Corporation."

Investment Representation. The Investor is purchasing Preferred Shau▇▇▇▇▇▇ ▇▇▇ees and acknowledges that the Company, in issuing the Shares and Warrants pursuant to this Agreement for its own account Agreement, is relying upon the availability of an exemption from the registration requirements of federal and state law, and that consequently the Shares may not be sold or transferred unless the Shares are either registered or an available exemption from registration is fully complied with with respect to such Shares. Shau▇▇▇▇▇▇ ▇▇▇ordingly represents to the Company that he is acquiring the Shares for investment purposes only and not with a view towards their distribution or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and may not be sold except upon receipt of evidence by the Warrants Company that the Shares have not either been registered under the Securities Act applicable federal and may not be sold, transferred or otherwise assigned absent such registration state law or an available exemption therefromfrom registration has been fully complied with. FCG has also informed the Investor Shau▇▇▇▇▇▇ ▇▇▇ther agrees and acknowledges that any routine sale of Preferred each certificate evidencing such Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, shall bear a restrictive legend reading substantially as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legendfollows: "THESE SECURITIES THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER TAKEN WITHOUT A VIEW TO THE DISTRIBUTION THEREOF WITHIN THE MEANING OF THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES , AND MAY NOT BE SOLD OR OFFERED FOR SALESOLD, PLEDGED, TRANSFERRED OR OTHERWISE ASSIGNED DISPOSED OF EXCEPT IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT ACCORDANCE WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR AND THE RULES AND REGULATIONS THEREUNDER AND IN ACCORDANCE WITH THE APPLICABLE STATE SECURITIES LAWS. THE ISSUER OF THESE SHARES WILL NOT TRANSFER SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE SHARES EXCEPT UPON RECEIPT OF EVIDENCE SATISFACTORY TO THE CORPORATIONCOMPANY THAT THE REGISTRATION PROVISIONS OF SUCH ACT HAVE BEEN COMPLIED WITH OR THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT SUCH TRANSFER WILL NOT VIOLATE ANY APPLICABLE STATE SECURITIES LAWS."

Investment Representation. The Investor is purchasing Preferred Neither this Warrant nor the Warrant Shares and Warrants pursuant to issuable upon the exercise of this Agreement for its own account Warrant have been registered under the Securities Act, or under the California Corporate Securities Law of 1968. Holder acknowledges by acceptance of the Warrant that (a) it has acquired this Warrant for investment only and not with a view towards their distribution toward distribution; and either (b) it has a pre-existing personal or resale. The Investor represents that business relationship with the Corporation, or its executive officers, or by reason of its business or financial experience it has the capacity to protect its own interests in connection with the transaction; and (c) it is an "accredited" accredited investor within the meaning of Rule 501 as that term is defined in Regulation D promulgated under the Securities Act Act. Holder agrees that any Warrant Shares issuable upon exercise of 1933, as amended (the "Securities Act"), has such knowledge this Warrant will be acquired for investment and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of not with a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questionsview toward distribution, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred such Warrant Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have will not been be registered under the Securities Act and applicable state securities laws, and that such Warrant Shares may not have to be sold, transferred held indefinitely unless they are subsequently registered or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated qualified under the Securities Act can and applicable state securities laws or, based on an opinion of counsel reasonably satisfactory to the Corporation, an exemption from such registration and qualification is available. Holder, by acceptance hereof, consents to the placement of the following restrictive legends, or similar legends, on each certificate to be made only issued to Holder by the Corporation in accordance connection with the terms and conditions issuance of such Rule and, further, that Warrant Shares in case such Rule is not applicable addition to any sale of Preferred Shares other legends set forth in that certain Warrant and Warrants, as applicable, resale thereof may require compliance with some other exemption under Common Stock Purchase Agreement Purchase entered into by and between the Securities Act prior to resale. FCG has informed Holder and the Investor that certificates representing Corporation and incorporated herein by reference (the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE Purchase Agreement"): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH , OR QUALIFIED UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD SOLD, TRANSFERRED, ASSIGNED OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR LAWS COVERING SUCH SECURITIES, OR (B) THE HOLDER RECEIVES AN EXEMPTION FROM REGISTRATION OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES SATISFACTORY TO THE CORPORATION, STATING THAT SUCH SALE, OFFERTRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND ANY FURTHER QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE LAW." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONSFOR A PERIOD OF TIME, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE NOT TO EXCEED ONE HUNDRED EIGHTY (180) DAYS FROM THE EFFECTIVE DATE OF THE CORPORATION'S FIRST UNDERWRITTEN PUBLIC OFFERING."

Investment Representation. The Investor YzApp Canada Shareholder is purchasing Preferred Shares and Warrants pursuant to this Agreement acquiring shares of YzApp NV Common Stock issuable hereunder for its own account for investment only and agrees not with a view towards their distribution or resale. The Investor represents that it is an "accredited" investor to distribute any shares issuable hereunder within the meaning of Rule 501 promulgated under the United States Securities Act of 1933, as amended amended, (the "Securities 1933 Act")) unless: (a) an appropriate registration statement has been filed with the United States Securities and Exchange Commission ("SEC") qualifying such sale, has transfer, distribution or other disposition or unless an exemption from registration under the 1933 Act is available according to opinion of counsel for YzApp NV; and (b) the sale is made in compliance with the prospectus and registration requirements under applicable Canadian securities laws unless an exemption from such knowledge and experience in financial and business matters that enable it requirements is available according to evaluate the merits and risks opinion of investment in counsel for YzApp NV. Each certificate representing YzApp NV shares issued hereunder shall be stamped or otherwise imprinted or endorsed with the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. following or substantially similar legends: "The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants shares represented by this certificate have not been registered under the United States Securities Act and of 1933, as amended, (the "Act") nor any state securities laws. These shares may not be soldoffered for sale, transferred sold or otherwise assigned absent transferred except pursuant to an effective registration statement under the Act or if in the opinion of counsel acceptable to YzApp NV that an exemption from such registration or is available." "Unless permitted under securities legislation, the holder of the securities shall not trade the securities before the earlier of (i) the date that is 12 months and a day after the date the issuer first became a reporting issuer in any of Alberta, British Columbia, Manitoba, Nova Scotia, Ontario, Quebec and Saskatchewan, if the issuer is a SEDAR filer; and (ii) the date that is 12 months and a day after the later of (A) the distribution date, and (b) the date the issuer became a reporting issuer in the local jurisdiction of the purchaser of the securities that are subject of the trade." By execution of this Agreement and the Subscription Agreement attached hereto as Exhibit 3.1, the YzApp Canada Shareholder represents that it has sufficient investment experience and financial means to understand and assume the financial risks associated with this transaction and confirms those representations contained in Exhibit 3.1 intended to establish the availability of an exemption therefrom. FCG has also informed from the Investor that registration requirements of the 1933 Act and from the registration and/or qualification requirements of any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not other applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONsecurities law."

Investment Representation. (a) The Investor is purchasing Preferred Shares has received and reviewed the following (the "PHT Documents"): 1. Letter dated December 12, 2006, describing terms of the Offering and certain risk factors. 2. Subscription Agreement. (b) The Investor or Investor's designated representatives have concluded a satisfactory due diligence investigation of PHT and have had an opportunity to review the PHT Documents and to have all of their questions related thereto satisfactorily answered. (c) The Investor acknowledges that the Notes and Warrants pursuant to this Agreement for its own account for investment only included in the Units (and not with Common Shares) are speculative and involve a view towards their distribution or resale. The high degree of risk and the Investor represents that it is able to sustain the loss of the entire amount of its investment. (d) The Investor (or its members and/or officers) has previously invested in unregistered securities and has sufficient financial and investing expertise to evaluate and understand the risks of the Notes and Warrants included in the Units (and Common Shares). (e) The Investor has received from PHT, and is relying on, no representations or projections with respect to PHT's business and prospects except as set forth in this Agreement and the PHT Documents. (f) The Investor is an "accreditedaccredited investor" investor within the meaning of Rule 501 promulgated Regulation D under the Securities Act of 1933, as amended Act. (g) The Investor is acquiring the "Securities Act"), has such knowledge Notes and experience in financial and business matters that enable it to evaluate the merits and risks of investment Warrants included in the Preferred Shares Units (and Warrants, is able Common Shares) for investment purposes only without intent to bear distribute the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questionssame, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor acknowledges that the Preferred Shares Notes and Warrants included in the Warrants Units (and Common Shares) have not been registered under the Securities Act and may not be soldapplicable state securities laws, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale and accordingly, constitute "restricted securities" for purposes of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can and such state securities laws. (h) The Investor acknowledges that it will not be made only able to transfer the Notes and Warrants included in accordance with the terms Units (and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require Common Shares) except upon compliance with some other exemption under Regulation S, the registration requirements of the Securities Act prior to resale. FCG has informed and applicable state securities laws or exemptions therefrom. (i) The certificates and/or instruments evidencing the Investor that certificates representing the Preferred Shares Notes and Warrants issued pursuant to this Agreement bear included in the Units (and Common Shares) will contain the following legend: "THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES , AND MAY NOT BE SOLD OR OFFERED FOR SALEOFFERED, TRANSFERRED SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE ASSIGNED IN THE ABSENCE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT THE ACT, OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALEAND OTHERWISE IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL OWNER OF THE SECURITIES, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO A COPY OF WHICH IS ON FILE AT THE CORPORATIONPRINCIPAL EXECUTIVE OFFICE OF THE ISSUER."

Investment Representation. The Investor is purchasing Preferred Shares and Warrants pursuant With respect to this Agreement for Warrant and the Warrant Shares, the Holder represents and covenants to the Corporation as follows: (a) It is experienced in evaluating and investing in companies engaged in businesses similar to that of the Corporation; it understands that investment in the Warrant (and any Warrant Shares it acquires) involves substantial risks; it has made detailed inquiries concerning the Corporation, its own account for business and services, its officers and its personnel; the officers of the Corporation have made available to the Holder any and all written information it has requested; the officers of the Corporation have answered to the Holder’s satisfaction all inquiries made by it; in making this investment only it has relied upon information made available to it by the Corporation; and not with a view towards their distribution or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate is capable of evaluating the merits and risks of investment in the Preferred Shares Corporation and Warrants, it is able to bear the economic risk of a loss of its entire investment therein and that investment. (b) It is prepared to hold acquiring the Preferred Shares Warrant and the Warrants Warrant Shares for an indefinite period investment for its own account and not with a view to, or for resale in connection with, any distribution thereof in violation of timethe Securities Act. The Investor has received It understands that the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ Warrant and the terms and conditions of the Preferred Warrant Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act nor qualified under applicable state securities laws. (c) It is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. (d) It acknowledges that the Warrant and may not the Warrant Shares must be soldheld indefinitely unless they are subsequently registered under the Securities Act or, transferred or otherwise assigned absent based on an opinion of counsel to the Holder reasonably satisfactory to the Corporation, an exemption from such registration is available. It has been advised or an exemption therefrom. FCG has also informed is aware of the Investor that any routine sale provisions of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act Act. The Holder, by acceptance hereof, consents to the placement of the following restrictive legends, or substantially similar legends, on each certificate to be issued to the Holder by the Corporation in connection with the issuance of such Warrant Shares: provided, however, that whenever this Warrant or any Warrant Shares can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption freely transferred under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued (whether pursuant to this Agreement bear Rule 144 thereunder, or otherwise) the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Holder of any Warrant or any Warrant Shares shall be entitled to receive from the Corporation, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALEpromptly and without expense to such Holder, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONone or more new certificates for such securities not bearing such legends."

Investment Representation. The Investor (a) Such Seller or Company Optionee represents and warrants that: (i) it is purchasing Preferred Shares and Warrants pursuant to this Agreement acquiring Optium Stock and/or Optium Stock Options, as applicable, solely for its own account for investment only and not with a view towards their to or for resale in connection with a distribution or resale. The Investor represents that thereof; (ii) it has had the opportunity to ask questions of and receive complete answers from representatives of Optium concerning the business, management and financial condition of Optium and the terms and conditions of Optium Stock and Optium Stock Options; (iii) it is able to bear the economic risk of its investment in Optium Stock and/or Optium Stock Options, as applicable for an indefinite period of time; (iv) it can afford a complete loss of its investment in Optium Stock and/or Optium Stock Options, as applicable; (v) such Seller or Company Optionee has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in Optium Stock and/or Optium Stock Options, as applicable; (vi) such Seller or Company Optionee is (A) an "accreditedaccredited investor" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT") or (B) if the such Seller or Company Optionee is not a U.S. Person, as defined in Rule 902 under the Securities Act (attached hereto on EXHIBIT I), such Seller or Company Optionee represents and warrants that (1) such Seller or Company Optionee is not acquiring the Optium Stock or Optium Stock Options being issued hereunder for the account or benefit of a U.S. Person, and no offer relating to the Optium Stock was made to such Seller or Company Optionee in the United States and, at the time of execution by such Seller or Company Optionee or on behalf of such Seller or Company Optionee of this Agreement and as of the Closing, such Seller or Company Optionee will be outside the United States and (2) such Seller or Company Optionee will resell the Optium Stock being issued hereunder only in accordance with Regulation S, pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act"); and further agrees not to engage in hedging transactions with regard to the securities acquired by such Seller or Company Optionee under this Agreement unless in compliance with the Securities Act.; and (vii) it has had the opportunity to seek from Optium, the Company, and each of their Affiliates and their representatives all information deemed necessary by such Seller or Company Optionee to evaluate the merits and risks of participating in the transactions contemplated by this Agreement, including without limitation those described in Section 2.01 and Section 2.02 hereto. Such Seller or Company Optionee (together with its financial or other advisers) has such knowledge and experience in financial and business matters that as to enable it to utilize the information made available to it in connection with the transactions contemplated by this Agreement and to evaluate independently, and it has evaluated independently, the merits and risks of investment the transactions contemplated by this Agreement. Without limiting the foregoing, such Seller or Company Optionee, together with its Affiliates, has significant experience in the Preferred Shares and Warrantsfamiliarity with, is able to bear the economic risk of a loss of its entire investment therein and is prepared not relying on the advice of or information provided by the Optium, the Company, each of their Affiliates or their representatives with respect to hold the Preferred Shares prospects or operation of, or the risks associated with, the business of Optium or the Company. (viii) subject to clause (ix) below, if the Seller or Company Optionee resides in Australia: a. the Seller or Company Optionee is a "Sophisticated Investor" under section 708(8) of the Corporations Act; or b. the Seller or Company Optionee is a "Professional Investor" under section 708(11) of the Corporations Act; or c. together with the other Seller or Company Optionees that are in Australia and are not "Sophisticated Investors" or "Professional Investors", the issue of stock in Optium to the Seller is a "Personal Offer" that is a small scale offering under section 708(1) of the Corporations Act; and (ix) if the Seller or Company Optionee is in Australia and clause (viii)(a), (viii)(b) or (viii)(c) does not apply in relation to that Seller or Company Optionee, the Seller or Company Optionee falls within another exemption to the requirement to issue a disclosure document under Chapter 6D of the Corporations Act. (b) Such Seller or Company Optionee acknowledges and agrees that: (i) the shares of Optium Stock and the Warrants for an indefinite period of time. The Investor has received the opportunity Optium Stock Options to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants be issued to such Seller or Company Optionee hereunder have not been registered under the Securities Act or under the securities laws of any state or other jurisdiction, and are being issued in reliance upon certain exemptions under such statutes; (ii) the shares of Optium Stock and the Optium Stock Options to be issued to such Seller or Company Optionee hereunder may not be soldresold, transferred transferred, pledged or otherwise assigned absent such disposed of except pursuant to an effective registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated statement under the Securities Act can be made only in accordance with the terms and conditions any applicable state securities laws, or pursuant to a valid exemption from such registration requirements, and Optium shall have no obligation to record any proposed transfer of such Rule and, further, that in case such Rule is not applicable shares on its stock tranfer records unless the shares to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption be transferred have been registered under the Securities Act prior or the request for transfer is accompanied by an opinion in form and substance satisfactory to resale. FCG has informed the Investor Optium that certificates representing the Preferred Shares and Warrants issued no such registration is required; and (iii) Optium shall have no obligation to register Optium Stock or Optium Stock Options pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONSecurities Act or the securities laws of any state or to supply the information which may be necessary to sell such securities."

Investment Representation. The Investor Each Buyer is purchasing Preferred acquiring the Shares and Warrants pursuant to this Agreement be received by such Buyer at the Closing for its such Buyer's own account for investment only and not with a view towards their to making a distribution or resale. The Investor represents that it is an "accredited" investor thereof within the meaning of Rule 501 promulgated under the Securities Act Act. Each Buyer agrees not to sell or transfer such Shares, except in accordance with the terms of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares Shareholders' Agreement and the Warrants for an indefinite period of timelegend set forth below. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor Each Buyer is aware that the Preferred Shares and the Warrants have not been registered under the Securities Act or any state or other jurisdiction's securities laws, and may not that the Shares must be sold, transferred or otherwise assigned absent such registration held indefinitely unless subsequently registered or an exemption therefromfrom such registration is available. FCG has also informed Each Buyer acknowledges that investment in the Investor that any routine sale Shares involves substantial risks, including the risk of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions total loss of such Rule andBuyer's investment in the Shares. Each Buyer represents that such Buyer (i) is able to hold the Shares for an indefinite period of time; (ii) has adequate means, furtherother than the Shares or 11 -11- funds invested therein, of providing for such Buyer's current and foreseeable needs; (iii) has no foreseeable need to sell or otherwise dispose of any of the Shares; and (iv) has sufficient net worth to sustain a loss of such Buyer's entire investment in the Shares in the event such loss should occur. Each Manager is a bona fide resident of the States of Connecticut, Florida, Pennsylvania, Texas or New York and has no present intention of changing such Manager's residence. Each Buyer understands and agrees that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificate or certificates representing the Preferred Shares to be received by such Buyer will bear a legend substantially to the effect set forth below and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES that a stop transfer order may be placed with respect thereto. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TRANSFER RESTRICTIONS AND OTHER TERMS OF A SHAREHOLDERS' AGREEMENT DATED AS OF MAY 9, 1997, AMONG COLORADO PRIME HOLDINGS, INC. AND CERTAIN SHAREHOLDERS THEREOF AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF COLORADO PRIME CORPORATION AND WILL BE FURNISHED UPON REQUEST TO THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE. THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH , OR ANY APPLICABLE SECURITIES LAW OF ANY JURISDICTION AND MAY NOT BE SOLD TRANSFERRED UNTIL (A) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED (B) IN THE ABSENCE OPINION OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE COUNSEL REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONCOMPANY, REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER."

Investment Representation. The Investor is purchasing Preferred (a) Each Purchaser has not relied upon the advice of a "purchaser representative," as defined in Regulation D under the Securities Act in evaluating the risks and merits of the Shares and the Warrants. (b) Each Purchaser has had an opportunity to ask questions of and receive answers from Transcend, or a person or persons acting on Transcend's behalf, concerning the terms and conditions of the Shares and the Warrants. (c) Each Purchaser understands that the Shares, the Warrants pursuant and the Warrant Shares have not been registered under the Securities Act or under the securities laws of any state or other jurisdiction in reliance upon exemptions for private offerings, and that, while Transcend may in the future register the Shares, the Warrants or the Warrant Shares, it is under no obligation to this do so except as set forth in the Registration Rights Agreement (as hereinafter defined), and each Purchaser further understands that such Purchaser is acquiring the Shares and the Warrants without being furnished any offering literature or prospectus. (d) Each Purchaser represents that the Shares and the Warrants are being acquired solely for its own account account, for investment only and not with a view towards their distribution to or for the resale, distribution, subdivision, or fractionalization thereof. The Investor represents Each Purchaser has no present plans to enter into any contract, undertaking, agreement, or arrangement relating thereto. (e) Each Purchaser acknowledges and is aware that it is an "accredited" investor within there are substantial restrictions on the meaning transferability of Rule 501 promulgated the Shares, the Warrants and the Warrant Shares; the Shares, the Warrants and the Warrant Shares cannot be resold unless such Shares, Warrants or Warrant Shares are registered under the Securities Act and any applicable securities law of 1933any state or other jurisdiction, or an exemption from registration is available; except as amended (set forth in the "Registration Rights Agreement each Purchaser has no rights to require that the Shares, the Warrants or the Warrant Shares be registered under the Securities Act"); and there currently is no and there may never be, a public market for the Shares, the Warrants and the Warrant Shares. (f) Each Purchaser has such knowledge and experience in financial and business matters that enable it to evaluate is capable of evaluating the relative risks and merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period and the Warrant Shares. (g) Each corporate or partnership Purchaser is organized and with its principal place of time. The Investor has received the opportunity to ask questionsbusiness in, and has obtained each individual Purchaser is a resident of, the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred state set forth opposite its or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONhis name on EXHIBIT D hereto."

Investment Representation. Notwithstanding anything herein to the contrary, the Grantee hereby represents and warrants to the Company, that: a. The Investor is purchasing Preferred Shares and Warrants pursuant to this Agreement Common Stock that will be received upon the conversion of any Awarded Units are acquired for its investment purposes only for the Grantee’s own account for investment only and not with a view towards their distribution to or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated under in connection with any distribution, re-offer, resale or other disposition not in compliance with the Securities Act of 1933, as amended 1933 (the "“Securities Act")”) and applicable state securities laws; b. The Grantee, has alone or together with the Grantee’s representatives, possesses such expertise, knowledge and experience sophistication in financial and business matters generally, and in the type of transactions in which the Company proposes to engage in particular, that enable it to evaluate the Grantee is capable of evaluating the merits and economic risks of investment in acquiring Common Stock upon the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions conversion of the Preferred Shares Awarded Units and the Warrants. holding such Common Stock; c. The Investor Grantee has received had access to all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed with respect to the Investor Common Stock underlying the Awarded Units that the Preferred Shares Grantee deems necessary to make a complete evaluation thereof, and has had the Warrants have opportunity to question the Company concerning the Awarded Units; d. The decision of the Grantee to acquire the Common Stock upon the conversion of the Awarded Units for investment has been based solely upon the evaluation made by the Grantee; e. The Grantee understand that the Common Stock underlying the Awarded Units constitutes “restricted securities” under the Securities Act and has not been registered under the Securities Act and may not in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Grantee’s investment intent as expressed herein. The Grantee further understands that the Common Stock underlying the Awarded Units must be sold, transferred or otherwise assigned absent such registration held indefinitely unless it is subsequently registered under the Securities Act or an exemption therefrom. FCG has also informed from such registration is available; f. The Grantee acknowledges and understands that the Investor Company is under no obligation to register the Common Stock underlying the Awarded Units and that the certificates evidencing such Common Stock will be imprinted with a legend which prohibits the transfer of such Common Stock unless it is registered or such registration is not required in the opinion of counsel satisfactory to the Company and any routine sale other legend required under applicable state securities laws; and g. The Grantee is an “accredited investor,” as such term is defined in Section 501 of Preferred Shares and Warrants made in reliance upon Rule 144 Regulation D promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONAct."

Investment Representation. The Investor is purchasing Preferred Shares Seller Note will be received by and Warrants pursuant to this Agreement acquired by the Company for its investment for the Company's own account for investment only and not with a view towards their to distribution of all or resaleany part thereof, and the Company has no present intention of selling, granting any participation in, or otherwise distributing the Seller Note, except for transfer or distribution to a liquidating trust wherein the beneficiaries of the trust are members of the Company. The Investor represents Company has had the opportunity to ask questions of and receive answers from the officers, directors, managers and controlling equity holders of REG and Purchaser regarding REG and Purchaser and the terms and conditions of the offering of the Seller Note and to obtain additional information necessary to verify the accuracy of the information supplied to the Company or to which it had access. The Company acknowledges that it an investment in the Seller Note is speculative. The Company is able to fend for itself in the transactions contemplated by this Agreement and the Seller Note, can bear the economic risk of its investment (including possible complete loss of such investment) for an "accredited" investor within the meaning indefinite period of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), time and has such knowledge and experience in financial and or business matters that enable it to evaluate is capable of evaluating the merits and risks of the investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of timeSeller Note. The Investor Company has received not been organized for the opportunity to ask questions, and has obtained purpose of acquiring the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the WarrantsSeller Note. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor Company understands that the Preferred Shares and the Warrants have Seller Note has not been registered under the Securities Act and may not be soldAct, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed under the Investor that securities laws of any routine sale jurisdiction, by reason of Preferred Shares and Warrants made in reliance upon Rule 144 certain exemptions, and that the reliance on such exemptions is predicated, in part, upon the accuracy of the Company's representations and warranties in this Section 4.30. The Company is familiar with Regulation D promulgated under the Securities Act can and represents that it is an “accredited investor” as defined in Rule 501(a) of such Regulation D. The Company understands that, if and to the extent the Seller Note constitutes a “security” under the definition provided in the Securities Exchange Act of 1933, the Seller Note will be made characterized as a “restricted security” under the federal securities laws inasmuch as it is being acquired from Purchaser in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances and in accordance with the terms and conditions of such set forth in the legend described below. The Company represents that it is familiar with SEC Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants144, as applicablepresently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Without in any way limiting the representations set forth above in this Section 4.30, the Company further agrees not to make any disposition of all or any portion of the Seller Note unless and until the transferee thereof may require compliance with some other exemption has agreed in writing for the benefit of REG and Purchaser to be bound by this Section 4.30 to the extent this section is then applicable and either (a) there is then in effect a Registration Statement under the Securities Act prior covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (b) the Company has notified REG and Purchaser of the proposed disposition and shall have furnished REG and Purchaser with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by REG and Purchaser, the Company shall have furnished REG and Purchaser with an opinion of counsel, or other evidence, reasonably satisfactory to resaleREG and Purchaser that such disposition will not require registration of the Seller Note under the Securities Act. FCG has informed The Company understands that the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement Seller Note will bear the following legend: "THESE SECURITIES HAVE “THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAW, AND NO INTEREST THEREIN MAY NOT BE SOLD OR OFFERED FOR SALESOLD, TRANSFERRED DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE ASSIGNED IN THE ABSENCE OF TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH ACT OR TRANSACTION INVOLVING SAID NOTE, (ii) THE ISSUER RECEIVES AN EXEMPTION FROM REGISTRATION OPINION OF LEGAL COUNSEL FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE THE HOLDER OF THIS NOTE SATISFACTORY TO THE CORPORATIONISSUER STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (iii) THE ISSUER OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION."”

Investment Representation. (a) The Investor is purchasing Preferred Shares Contributor understands that the Company Common subscribed for hereunder have not been, and Warrants pursuant to this Agreement for its own account for investment only and will not with a view towards their distribution or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated be, registered under the Securities Act of 1933, as amended (the "Securities Act")) or any state securities laws, has and are being offered and sold privately in reliance upon the exemptions provided by the Securities Act and regulations promulgated thereunder as such relate to the private placement of securities. The Contributor represents and warrants that the Company Common will be acquired by the Contributor solely for the account of the Contributor, for investment purposes only and not with a view to the distribution thereof. The Contributor represents and warrants that the Contributor an accredited investor as that term is defined in Rule 501(a) under the Securities Act, is a sophisticated investor with such knowledge and experience in business and financial and business matters that as will enable it the Contributor to evaluate the merits and risks of investment in the Preferred Shares and WarrantsCompany, is able to bear the economic risk and lack of a liquidity of an investment in the Company and is able to bear the risk of loss of its entire investment therein in the Company. (b) The Contributor is not relying on the Company with respect to the economic considerations of the undersigned relating to this investment. In regard to such considerations, the undersigned has relied on the advice of, or has consulted with, only its own advisors. (c) The Contributor may not and is prepared to hold will not sell or otherwise transfer the Preferred Shares Company Common without registration under the Securities Act or an exemption therefrom and fully understands and agrees that he or she must bear the Warrants economic risk of his or her purchase for an indefinite period of time. The Investor Contributor understands that any certificate evidencing such Company Common will bear a legend to the effect of the foregoing. (d) The Contributor recognizes that the Company has received no operating history and that an investment in the shares is speculative and involves a number of significant risks. Contributor confirms that Contributor has no need for liquidity in Contributors investment in the Company. Contributor has been advised and acknowledges that there is currently no active public or private trading market for the Company Common, and no active public or private trading market for the Company Common may develop. Having made Contributors own evaluation of the risks associated with this investment, Contributor has been advised and Contributor is aware that Contributor must bear the economic risks of an investment in the Company Common, including the risk of the total loss of such investment, indefinitely. (e) The Contributor has read a copy of the offering letter from Charles R. Davis, the Presiden▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, and the exhibits included with it and the information referred to therein (collectively, the Offering Materials) and the Contributor has relied on nothing other than the Offering Materials in deciding whether to make an investment in the Company. In addition, the Contributor acknowledges that the Contributor has been given the opportunity to ask questions, questions and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and receive satisfactory answers concerning the terms and conditions of the Preferred Shares offering and obtain additional information in order to evaluate the Warrants. The Investor has received all merits and risks of an investment in the Company and to verify the accuracy of the information regarding Holdcocontained in the Offering Materials. (f) The Contributor hereby agrees to indemnify and hold harmless the Company from and against any and all losses, VANTAS claims, damages, expenses and Old HQ that it has requested. FCG has informed liabilities relating to or arising out of any breach of any representation, warranty, covenant or undertaking made by or on behalf of the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONContributor herein."

Investment Representation. The Investor Seller is purchasing Preferred Shares and Warrants pursuant acquiring the Warrant to this Agreement for its own account acquire shares of NYBE Common Stock to be issued as part of the Purchase Price for investment only and not with a the intent or view towards their to the further distribution thereof. Seller is sufficiently experienced and sophisticated in investment matters, or resalehas consulted with and is relying on an advisor that is so experienced and sophisticated, so as to be able to evaluate and understand this Agreement and the risks associated with an investment in the Warrant and NYBE Common Stock. The Investor represents Seller understands that it is may be required to continue to own the Warrant and the underlying shares of NYBE Common Stock being acquired pursuant to the terms of this Agreement and the Warrant for an "accredited" investor within indefinite period of time and has sufficient other assets and income so as to be able to do so. Seller further understands and agrees that it may sell the meaning Warrant and/or the underlying shares only pursuant to an effective registration statement, the provisions of Rule 501 promulgated under 144 of the Securities and Exchange Commission as the same may then be in effect, or any other then applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge . Seller acknowledges and experience in financial and business matters understands that enable it to evaluate neither the merits and risks Warrant nor the underlying shares of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been NYBE Common Stock will be registered under the Securities Act and may and, therefore, cannot be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated resold unless they are registered under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other or unless an exemption from registration under the Securities Act prior is available. Seller acknowledges that NYBE is relying on the representations and warranties contained in this ARTICLE V in issuing the Warrant as part of the Purchase Price and Seller agrees to resale. FCG has informed the Investor that certificates representing the Preferred Shares indemnify NYBE and Warrants issued pursuant to its affiliates from any loss, liability, damage, or expense sustained by any of them by reason of any breach of Seller's representations and warranties contained in this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATION."ARTICLE V.

Investment Representation. The Investor Seller acknowledges that, upon issuance, the Issued Shares will not have been “registered” and will therefore be “restricted” securities, as these terms are used and defined under the Securities Act and the rules and regulations promulgated thereunder. By execution of this Agreement, Seller agrees, represents, and warrants that (i) its acquisition of the Issued Shares is purchasing Preferred Shares and Warrants pursuant to this Agreement for investment only, for its own account for investment only account, and not with a view towards their distribution or resale. The Investor represents to “distribution” as that term is used under the Securities Act; (ii) it is an "accredited" investor within Accredited Investor; and, (iii) it has reviewed OXMI’s SEC Filings. Seller agrees that it shall not at any time make any sale, pledge, hypothecation, gift, or other transfer of the meaning of Rule 501 promulgated Issued Shares except pursuant to an effective registration statement under the Securities Act or pursuant to the provisions of 1933, as amended (Rule 144 under the "Securities Act or another exemption from the registration requirements of the Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrantsin accordance with any applicable “blue sky” or other securities laws. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ Seller agrees that it has requested. FCG has been informed the Investor that the Preferred Issued Shares and the Warrants have not been must be held indefinitely unless they are subsequently registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor from such registration is available and it understands that any routine sale of Preferred the Issued Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act 144, or any other like rule, can be made only in limited amounts in accordance with the terms and conditions of such Rule those rules and, further, that in case such Rule is if those rules are not applicable to any sale of Preferred Shares and Warrants, as applicable, any resale thereof may require compliance with some other another available exemption under the Securities Act prior or, in the alternative, may require registration of such shares. Seller acknowledges that, except as set forth in the Registration Rights Agreement discussed in Section 15.3, below, OXMI has made no representation or covenant that it shall conduct its affairs so as to resalepermit sales under Rule 144 and except as otherwise provided for herein, OXMI is under no obligation to register or repurchase the Issued Shares. FCG has informed Seller further acknowledges that OXMI shall cause a legend to be placed on the Investor that certificates representing the Preferred Issued Shares and Warrants issued pursuant to this Agreement bear reflect the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONforegoing."

Investment Representation. The Investor is purchasing Preferred Shares All shares of AeroGrow Common Stock issued in accordance with the terms hereof shall, when issued, be restricted shares and Warrants pursuant to this Agreement for its own account for investment only and may not with a view towards their distribution be sold, transferred or resale. The Investor represents that it is an "accredited" investor within otherwise disposed of by the meaning of Rule 501 promulgated holders thereof without registration under the Securities Act of 1933, as amended (the "Securities Act") or an available exemption from registration under the Securities Act. The certificates representing the shares of AeroGrow Common Stock issued in accordance with the terms hereof will contain the appropriate restrictive legends, and AeroGrow shall issue appropriate stop-transfer instructions to the Exchange Agent with respect to such shares of AeroGrow Common Stock. Except for the representation made in Section 1.12(c)(i) regarding "accredited investor" status, as to which up to 35 holders may be permitted to not make such representation, each holder of record (as of the Effective Time) of Certificates, which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of AeroGrow Common Stock pursuant to Section 1.6, shall provide an investment representation letter containing, among other things, the following: (a) Each holder has and shall transfer, good and marketable title to the shares of Company Common Stock owned by such holder, free and clear of all liens, claims, charges, encumbrances, pledges, mortgages, security interests, options, rights to acquire, proxies, voting trusts or similar agreements, restrictions on transfer or adverse claims of any nature whatsoever ("Liens"). (b) Each holder is acquiring the shares of AeroGrow Common Stock for investment for holder's own account and not as a nominee or agent, has and not with a view to the resale or distribution of any part thereof, and such holders have no present intention of selling, granting any participation in, or otherwise distributing the same. Each holder further represents that he does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the shares of AeroGrow Common Stock. (c) Each holder understands that shares of AeroGrow Common Stock are not registered under the Securities Act, that the issuance of shares of AeroGrow Common Stock is intended to be exempt from registration under the Securities Act pursuant to Section 4(2) thereof or such other available exemptions under the Securities Act, and that AeroGrow's reliance on such exemption is predicated on the holder's representations set forth herein. Each holder represents and warrants that: (i) he can bear the economic risk of his respective investments, and (ii) he possesses such knowledge and experience in financial and business matters that enable it to evaluate he is capable of evaluating the merits and risks of the investment in shares of AeroGrow Common Stock. (d) Holders acknowledge that neither the Preferred Shares SEC, nor the securities regulatory body of any state has received, considered or passed upon the accuracy or adequacy of the information and Warrantsrepresentations made in this Agreement. (e) Holders acknowledge that they have carefully reviewed such information as each of them deemed necessary to evaluate an investment in shares of AeroGrow Common Stock. To the full satisfaction of each holder, is able he has been furnished all materials that he has requested relating to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares AeroGrow and the Warrants for an indefinite period issuance of time. The Investor shares of AeroGrow Common Stock hereunder, and each holder has received been afforded the opportunity to ask questionsquestions of AeroGrow's representatives to obtain any information necessary to verify the accuracy of any representations or information made or given to the holders. Notwithstanding the foregoing, nothing herein shall derogate from or otherwise modify the representations and has obtained the related answerswarranties of AeroGrow set forth in this Agreement, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions on which each of the Preferred Shares and the Warrants. The Investor holders has received all relied in making an exchange of the information regarding Holdco, VANTAS and Old HQ his shares of AeroGrow Common Stock. (f) Each holder understands that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and shares of AeroGrow Common Stock may not be sold, transferred transferred, or otherwise assigned absent such disposed of without registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can or an available exemption therefrom, and that in the absence of an effective registration statement covering shares of AeroGrow Common Stock or any available exemption from registration under the Securities Act, the shares of AeroGrow Common Stock may have to be made only in accordance with held indefinitely. (g) Each holder agrees to be bound by the terms and conditions of such Rule applicable to them under Section 1.13 hereof and, furtherupon execution of the foregoing investment representation, each such Holder shall be a third-party beneficiary to the provisions contained in Section 1.13 and may enforce such provisions as if such Holder was a signatory to this Agreement. In the event, the holder does not agree to be bound by the terms and conditions under Section 1.13 hereof or otherwise fails to return a duly executed investment representation letter to the Exchange Agent within thirty (30) days following the Closing, such holder shall not be afforded the rights to include his shares of AeroGrow Common stock in the Registration Statement. Each holder acknowledges and agrees that in case such Rule is not applicable to any sale there can be no assurance that his shares of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption AeroGrow Common Stock will become registered under the Securities Act prior to resale. FCG has informed Act. (h) The representations, warranties and agreements of each holder contained in the Investor that certificates representing investment representation letter shall survive the Preferred Shares and Warrants issued pursuant to this Agreement bear Closing of the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONTransaction."

Investment Representation. The Investor By accepting the Warrant, the Warrant Holder represents: (a) It is purchasing Preferred Shares and Warrants pursuant to this Agreement acquiring the Warrant for its own account for investment only purposes and not with the view to any sale or distribution, that the Warrant Holder will not offer, sell or otherwise dispose of the Warrant or the Warrant Shares except under circumstances as will not result in a view towards their distribution or resale. The Investor represents violation of applicable securities laws. (b) It understands (i) that it is an "accredited" investor within the meaning Shares issuable upon exercise of Rule 501 promulgated this Warrant are not registered under the Securities Act of 1933or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualifications requirements thereof, as amended and (ii) that the "Securities Act"), Company’s reliance on such exemption is predicated on the representations set forth in this Section 3. (c) It has such knowledge and experience in financial and business matters that enable it as to evaluate be capable of evaluating the merits and risks of investment in its investment, has the Preferred Shares and Warrants, is able ability to bear the economic risk of a loss risks of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questionsinvestment, and has obtained that it is an “accredited investor” as that term is defined in Rule 501 under the related answers, regarding Securities Act. (d) It understands that if the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and Company does not register with the terms and conditions Commission pursuant to Section 12 of the Preferred Shares and the Warrants. The Investor has received all Exchange Act, or file reports pursuant to Section 15(d) of the information regarding HoldcoExchange Act, VANTAS and Old HQ that it has requested. FCG has informed or if a registration statement covering the Investor that the Preferred Shares and the Warrants have not been registered securities under the Securities Act and is not in effect when it desires to sell (i) the rights to purchase the Shares pursuant to this Warrant or (ii) the Shares issuable upon exercise of the right to purchase, it may not be sold, transferred or otherwise assigned absent required to hold such registration or securities for an exemption therefromindefinite period. FCG has It also informed the Investor understands that any routine sale of Preferred (x) its rights hereunder to purchase Shares and Warrants or (y) Shares issued or issuable hereunder which might be made by it in reliance upon Rule 144 promulgated under the Securities Act can may be made only in accordance with the terms and conditions of such Rule and, further, rule. (e) It understands that in case such Rule it is not applicable bound by the provisions of Section 2.11 of the ▇▇▇ with respect to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONWarrant Shares."

Investment Representation. The Investor is purchasing Preferred Shares and Warrants Seller will acquire the shares of Common Stock payable to Seller pursuant to this Agreement Section 2.6 hereof for its own account for investment only and not with a view towards their to making a distribution or resale. The Investor represents that it is an "accredited" investor thereof within the meaning of Rule 501 promulgated the Securities Act. The parties acknowledge and agree that Seller may distribute the Common Stock to its shareholders in compliance with the applicable securities laws and the applicable exemptions from registration thereunder. Seller is aware that the shares of Common Stock to be distributed to it under the Securities Act terms of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants this Agreement have not been registered under the Securities Act Act, and, as a result thereof, are subject to substantial restrictions on transfer and shall bear a legend in the form specified below restricting the transfer of such shares of Common Stock. Seller further understands that Buyer has no obligation or intention to register the shares of Common Stock to be distributed to Seller hereunder, under any federal or state securities laws and, therefore, Seller may not be sold, transferred precluded from selling or otherwise assigned absent such registration transferring or an exemption therefrom. FCG has also informed the Investor that disposing of any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable shares of Common Stock or any portion thereof and will have to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE economic risk of Seller's investment. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH , OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALESOLD, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN EXEMPTION OPINION OF COUNSEL (SATISFACTORY TO THE COMPANY AND ITS COUNSEL), OR A "NO-ACTION" OR INTERPRETIVE LETTER FROM REGISTRATION FOR THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION STATING THAT SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH CERTIFICATIONS, OPINIONS ACT AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONANY APPLICABLE STATE SECURITIES LAWS."

Investment Representation. Notwithstanding anything herein to the contrary, the Grantee hereby represents and warrants to the Company, that: a. The Investor is purchasing Preferred Grantee acknowledges that the Awarded Shares and Warrants pursuant to this Agreement for its own account for investment only and have not with a view towards their distribution or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated been registered under the Securities Act of 1933, as amended (the "“Securities Act"”), and that the Company’s reliance on an exemption from the Securities Act depends, in part, upon the truth and accuracy of the Grantee’s representations set forth herein. b. The Grantee is acquiring the Awarded Shares for its own account, for investment purposes only, and not with a view to the distribution, resale, or other disposition not in compliance with the Securities Act and applicable state securities laws. c. The Grantee is an “accredited investor” as such term is defined in Rule 501 promulgated under the Securities Act. d. The decision of the Grantee to acquire the Awarded Shares for investment has been based solely upon the evaluation made by the Grantee. e. The Grantee recognizes and understands that the Awarded Shares may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement or an available exemption, it must hold such Awarded Shares indefinitely. The Grantee further acknowledges that Rule 144 promulgated under the Securities Act may not be applicable to the Awarded Shares and understands that the Company will not be obligated to make the filings and reports, or make publicly available the information, which is a condition to the availability of Rule 144. The Grantee further recognizes that the Company is under no obligation to register the Awarded Shares or to comply with any exemption from such registration. The Grantee understands that the certificates representing the Awarded Shares may carry one or more legends incorporating such restrictions. f. The Grantee acknowledges that it is a sophisticated investor, having such knowledge and experience in financial and business matters as to be capable of making an informed investment decision with respect to the acquisition of the Awarded Shares and that enable he has the financial wherewithal to absorb the loss of any investment in the Awarded Shares. g. The Grantee acknowledges receipt of all information it to evaluate considers necessary or appropriate for deciding and evaluating the merits and risks of investment in its acquiring and holding the Preferred Shares Awarded Shares. The Grantee acknowledges that it has had an opportunity to ask questions and Warrants, is able to bear receive answers from the economic risk of a loss of its entire investment therein and is prepared to hold Company regarding the Preferred Awarded Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questionsbusiness properties, prospects, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Company and to obtain additional information necessary to verify the accuracy of any information furnished to it or to which it had access. h. The Grantee acknowledges that applicable securities laws provide restrictions on the ability of stockholders to sell, transfer, assign, mortgage, hypothecate, or otherwise encumber their Awarded Shares and places certain other restrictions on the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONGrantee."

Investment Representation. The Investor Blanch is purchasing Preferred acquiring the Purchase Price Stock, the Purchase Price Warrants, and will, upon conversion of such warrants, acquire the Conversion Shares and Warrants pursuant to this Agreement for its own account for investment only purposes and not with a view towards their to, or for sale in connection with, any distribution thereof and Blanch has no present agreement or resalecommitment providing for the disposition thereof. The Investor Blanch hereby represents and warrants that it is an "accredited" investor within the meaning of Accredited Investor (as defined in Rule 501 501(a) promulgated under the Securities Act of 19331933 Act). Blanch understands that: (a) the Purchase Price Stock, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Purchase Price Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Conversion Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities 1933 Act, or any applicable state's securities laws, by reason of their issuance in a transaction exempt from the registration requirements of the 1933 Act and may not such state's securities laws; (b) such securities must be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated held indefinitely unless a subsequent disposition thereof is registered under the Securities 1933 Act can be made only in accordance with the terms or is exempt from registration; (c) Summit will make a notation on its transfer books to such effect; and conditions of (d) such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement securities will bear the following legend: "THESE SECURITIES THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES , AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALEOTHERWISE TRANSFERRED, TRANSFERRED PLEDGED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO HYPOTHECATED UNLESS AND UNTIL SUCH SHARES ARE REGISTERED UNDER SUCH ACT OR AN EXEMPTION FROM OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION FOR SUCH IS NOT REQUIRED." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SALE, OFFERASSIGNMENT, TRANSFER TRANSFER, PLEDGE OR OTHER ASSIGNMENT DISPOSITION THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS AND AGREEMENTS CONTAINED IN A SHAREHOLDER AGREEMENT DATED AS SUPPORTED OF JUNE 2, 1998, AMONG THE COMPANY AND CERTAIN STOCKHOLDERS AND WARRANTHOLDERS. A COPY OF SUCH STOCKHOLDER AGREEMENT AND ALL APPLICABLE AMENDMENTS THERETO WILL BE FURNISHED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE THE COMPANY TO THE CORPORATIONRECORDHOLDER OF THE CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE."" Blanch agrees that it will comply with the restrictions on transferability of the Purchase Price Stock, the Purchase Price Warrants and the Conversion Shares contained herein. Blanch acknowledges that Buyers are materially relying on the truth and accuracy of the representations and warranties made by Blanch in this Section 4.29.

Investment Representation. (i) The Investor Rheometric Common Stock being acquired hereunder is purchasing Preferred Shares and Warrants pursuant to this Agreement for its own account being acquired by each Seller for investment only and not with a view towards their to any distribution or resale. The Investor represents thereof that it is an "accredited" investor within the meaning of Rule 501 promulgated under would violate the Securities Act of 1933, as amended (the "Securities Act"), or the applicable state securities laws of any state; and each Seller will not distribute the Rheometric Common Stock in violation of the Securities Act or the applicable securities laws of any state. (ii) Each Seller understands that the Rheometric Common Stock being acquired hereunder has not been registered under the Securities Act or the securities laws of any state and must be held indefinitely unless transfer thereof is subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption from such registration becomes or is available. (iii) Each Seller is financially able to hold the Rheometric Common Stock being acquired hereunder for long-term investment, believes that the nature and amount of the Rheometric Common Stock being purchased are consistent with each Seller's overall investment program and financial position, and recognizes that there are substantial risks involved in the purchase of the Rheometric Common Stock. (iv) Each Seller confirms that (i) he is familiar with the proposed business of Rheometric, (ii) he has had the opportunity to ask questions of the officers and directors of Rheometric and to obtain (and that he has received to his satisfaction) such information about the business and financial condition of Rheometric as he has reasonably requested, and (iii) each Seller, either alone or with his purchaser representative (as defined in Rule 501(h) promulgated under the Securities Act), if any, has such knowledge and experience in financial and business matters such that enable it to evaluate he is capable of evaluating the merits and risks of the prospective investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. Rheometric. (v) The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants Rheometric Common Stock, including certificates issued upon any voluntary or involuntary transfer of such Securities, unless such transfer is pursuant to this Agreement a registered public offering of the Rheometric Common Stock, shall bear the following legendlegend in addition to any other legend required under applicable law: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN WITHOUT REGISTRATION UNDER THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH SECURITIES ACT OR STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALEOPINION OF COUNSEL, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE SATISFACTORY TO THE CORPORATIONCOMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED."

Investment Representation. The Investor is purchasing Preferred Shares (a) ▇▇▇▇ and Warrants pursuant each Seller acknowledges and agrees that the Closing Stock payable to this Agreement the Sellers in accordance Section 2 will be acquired for its their own account for investment only and not with a view towards their to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or resale. The Investor represents that it selling the same in violation of the Securities Exchange Act and any applicable Laws. (b) Each Seller is an "accredited" investor “accredited investor” within the meaning of Rule 501 Regulation D promulgated under the Securities Exchange Act. (c) Each Seller expressly acknowledges that neither Buyer nor any Affiliate or Representative of Buyer has made any representations or warranties to it in connection with the Closing Stock other than the representations and warranties made by the Buyer in this Agreement. Each Seller has had such opportunity as he has deemed adequate to obtain from the Buyer and its Representatives such information as is necessary to permit each Seller to independently evaluate the merits and risks of his acquisition of the Closing Stock. Each Seller has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in any acquisition of the Closing Stock and to make an informed investment decision with respect to such acquisition. Each Seller has sought such accounting, legal and tax advice as he has considered necessary to make an informed investment decision with respect to his acquisition of the Closing Stock. (d) Each Seller understands that the Closing Stock, when issued, will be restricted securities under the Securities Exchange Act inasmuch as they are being acquired from the Buyer in a transaction not involving a public offering, and that under such Laws, the Closing Stock may be resold without registration under the Securities Exchange Act only in certain limited circumstances. (e) Each Seller understands that a legal statement substantially in the following form will be placed on the certificates or other instruments representing the Closing Stock: “The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act")amended, has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent disposed of in the absence of an effective registration statement under such Act or an opinion of counsel satisfactory to the corporation to the effect that such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONrequired."”

Investment Representation. The Investor (a) Seller represents and warrants that it, or any entity to which Seller assigns the right to acquire the PriCellular Common Stock to be issued pursuant hereto, is purchasing Preferred Shares an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act, and Warrants pursuant to this Agreement it is acquiring the shares of PriCellular Common Stock for its own account for investment only and not with a view towards their to, or for sale in connection with, any distribution or resale. The Investor represents that it is an "accredited" investor within the meaning thereof in violation of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor Seller understands that the Preferred Shares and the Warrants shares of PriCellular Common Stock have not been registered under the Securities Act by reason of a specific exemption from registration provisions thereof which depends upon, among other things, the bona fide nature of Seller's (or such other entity's) investment intent as expressed herein. Seller (or such other entity) hereby acknowledges and may not be soldagrees that upon the original issuance thereof, transferred or otherwise assigned absent and until such registration or an exemption therefrom. FCG has also informed time as the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated same is no longer required under the Securities Act can be made only in accordance with the terms and conditions applicable requirements of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed Act, the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement shares of PriCellular Common Stock may bear the following legend: "THESE SECURITIES THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH , OR ANY STATE LAWS REGULATING THE SALE OF SECURITIES AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE, OTHERWISE TRANSFERRED UNLESS REGISTERED OR OTHERWISE ASSIGNED IN THE ABSENCE UNLESS AN OPINION OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE COUNSEL SATISFACTORY TO THE CORPORATIONCORPORATION IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED." (b) Seller (or such other entity) further acknowledges and agrees that it shall not transfer shares of PriCellular Common Stock where such transfer would be in material violation of the Communications Act, or the rules, regulations and published policies of the FCC promulgated pursuant thereto, or would result in PriCellular's or any of its subsidiary's being in violation thereof.

Investment Representation. The Investor (a) Each Seller represents and warrants that: (i) it is purchasing Preferred Shares and Warrants pursuant to this Agreement acquiring Buyer Stock solely for its own account for investment only and not with a view towards their to or for resale in connection with a distribution or resale. The Investor represents that thereof; (ii) it has had the opportunity to ask questions of and receive complete answers from representatives of the Buyer concerning the business, management and financial condition of the Buyer and the terms and conditions of the Buyer Stock; (iii) it is able to bear the economic risk of its investment in the Buyer Stock for an indefinite period of time; (iv) it can afford a complete loss of its investment in the Buyer Stock; and (v) it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in Buyer Stock; (vi) it is an "accredited" investor “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act; and (vii) it is not insolvent and will not be rendered insolvent by the consummation of the transactions contemplated by this Agreement. (b) Each Seller acknowledges and agrees that: (i) the shares of Buyer Stock to be issued to it hereunder have not been registered under the Securities Act of 1933, as amended (the "“Securities Act"”), has or under the securities Laws of any state or other jurisdiction, and are being issued in reliance upon certain exemptions under such knowledge Laws; (ii) the shares of Buyer Stock to be issued to it hereunder may not be resold, transferred, pledged or otherwise disposed of except pursuant to an effective registration statement under the Securities Act and experience in financial and business matters that enable it any applicable state securities Laws, or pursuant to evaluate the merits and risks of investment in the Preferred Shares and Warrantsa valid exemption from such registration requirements, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period Buyer shall have no obligation to record any proposed transfer of time. The Investor has received such shares on its stock transfer records unless the opportunity shares to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants be transferred have not been registered under the Securities Act or the request for transfer is accompanied by an opinion in form and may not be sold, transferred or otherwise assigned absent substance satisfactory to the Buyer that no such registration or an exemption therefrom. FCG has also informed is required; and (iii) the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under Buyer shall have no obligation to register the Buyer Stock pursuant to the Securities Act can or the securities Laws of any state or to supply the information which may be made only in accordance with the terms and conditions of necessary to sell such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONsecurities."

Investment Representation. The Investor (a) Each Shareholder is purchasing Preferred Shares and Warrants pursuant to this Agreement acquiring the SESI Common Stock in connection with the Merger for its investment for his or her own account for investment only and not with a view towards their to, or for sale or other disposition in connection with, any distribution of all or resaleany part thereof except (i) in an offering covered by a registration statement filed with the Securities and Exchange Commission under the Securities Act covering the SESI Common Stock acquired by the Shareholder in connection with the Merger or (ii) pursuant to an applicable exemption under the Securities Act. The Investor In receiving the SESI Common Stock in connection with the Merger, such Shareholder is not offering or selling, and will not offer and sale, for SESI in connection with any distribution of such SESI Common Stock, and such Shareholder does not have any contract, undertaking, agreement or arrangement with any person for the distribution of the SESI Common Stock and will not participate in any undertaking or in any underwriting of such an undertaking except in compliance with Applicable Law. (b) Each Shareholder represents that it he or she is an "accreditedaccredited investor" investor within as that term is defined in Regulation D under the meaning Securities Act and that he or she is able to fend for himself or herself and can bear the economic risk of his or her investment in the SESI Common Stock. (c) Each Shareholder has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of an investment in SESI Common Stock. (d) Each Shareholder has received from SESI and has reviewed with his or her representatives a copy of each of the SESI Disclosure Documents. Each Shareholder has also been afforded access to information about SESI and SESI's financial position, results of operation, business, property and management sufficient to enable him or her to evaluate an investment in SESI Common Stock, and has had the opportunity to ask questions of and has received satisfactory answers from SESI concerning the foregoing matters. (e) Each Shareholder understands that the SESI Common Stock acquired pursuant hereto have not been registered under the Securities Act on the basis that the sale provided for in this Agreement and the issuance of SESI's Common Stock hereunder is exempt from registration under the Securities Act, and that SESI's reliance on such exemption is based, in part, upon such Shareholder's representations set forth herein. (f) Each Shareholder understands that the shares of SESI Common Stock to be issued in the Merger will not be registered under the Securities Act, that such shares will be "restricted securities" as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, and that the Shareholder cannot transfer such shares unless they are subsequently registered under the Securities Act and under any applicable state securities law or are transferred in a transfer that, in the opinion of counsel satisfactory to SESI, is exempt from such registration. Each Shareholder further understands that SESI will, as a condition to the transfer of any such shares, require that the request for transfer be accompanied by an opinion of counsel, in form and substance satisfactory to SESI, to the effect that the proposed transfer does not result in a violation of the Securities Act or any applicable state securities law, unless such transfer is covered by an effective registration statement. Each Shareholder understands that such shares of SESI Common Stock may not be sold publicly in reliance on the exemption from registration under the Securities Act afforded by Rule 144 unless and until the minimum holding period (currently two years) and other requirements of Rule 501 promulgated 144 have been satisfied. (g) Each Shareholder understands and agrees that all certificates evidencing the shares of SESI Common Stock issued hereunder will bear restrictive legends in substantially the following form: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrantsor any applicable state law, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent without registration under the Act and any such registration state law or an exemption therefrom. FCG has also informed opinion of counsel satisfactory to the Investor corporation that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule registration is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONrequired."

Investment Representation. The Investor is purchasing Preferred WEI Shares and Warrants pursuant to this Agreement are being acquired for its own the account for investment only of Sellers and not with a view towards their to, nor for sale in connection with, any distribution or resalethereof, and without any present intention of selling the same. The Investor represents that it is an "accredited" investor within WEI Shares will not be sold or otherwise disposed of in the meaning absence of Rule 501 promulgated a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate covering the merits and risks of investment in WEI Shares, respectively, or an exemption from the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions registration requirements of the Preferred Securities Act. Sellers hereby acknowledge that (i) the WEI Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have may not been be sold or otherwise transferred unless they are registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed from such registration is available; (ii) any sales of the Investor that any routine sale of Preferred WEI Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule 144 and, further, that in case such if Rule 144 is not applicable applicable, any resale of such securities under circumstances in which Sellers or the person through whom the sale is made may be deemed to any sale of Preferred Shares and Warrantsbe an underwriter, as applicablethat term is defined in the Securities Act, resale thereof may require compliance with some other exemption under the Securities Act prior or the rules and regulations of the Securities and Exchange Commission or other governmental authority substituted therefor; and (iii) Purchaser is under no obligation to resaleregister any of the WEI Shares under the Securities Act or to comply with the terms and conditions of any exemption thereunder. FCG has informed The instruments evidencing the Investor that certificates representing the Preferred WEI Shares and Warrants issued pursuant to this Agreement may bear a restrictive legend in substantially the following legend: "THESE form (and a stop-transfer order may be placed against transfer thereof): THE SECURITIES HAVE REPRESENTED HEREBY WERE NOT BEEN REGISTERED UNDER UNDER, AND ARE SUBJECT TO, THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES AMENDED (THE "1933 ACT"), AND MAY NOT BE SOLD OR OFFERED FOR SALESOLD, TRANSFERRED OR OTHERWISE ASSIGNED IN ASSIGNED, AND THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH COMPANY IS NOT REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT ASSIGNMENT, EXCEPT (I) PURSUANT TO A CURRENT REGISTRATION UNDER THE 1933 ACT; (II) IN A TRANSACTION PERMITTED BY RULE 144 UNDER THE 1933 ACT AND AS SUPPORTED TO WHICH THE COMPANY HAS RECEIVED REASONABLY SATISFACTORY EVIDENCE OF COMPLIANCE WITH THE PROVISIONS OF RULE 144; OR (III) UPON RECEIPT OF A LEGAL OPINION RENDERED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE COUNSEL REASONABLY REQUESTED AND ACCEPTABLE SATISFACTORY TO THE CORPORATIONCOMPANY TO THE EFFECT THAT THE TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT. If a legal opinion complying with clause (iii) of the legend set forth above indicates that the legend and stop-transfer order may be removed, Purchaser will substitute unlegended instruments for and remove the stop-transfer order from the instruments described in the opinion. In connection with any Purchaser IPO (as defined in Section 10.11 hereof) or any other offering involving an underwriting of shares being issued by Purchaser, Purchaser shall not be required to include any of the WEI Shares in such underwritings unless other shareholders of Purchaser are being permitted to include some or all of their shares in the underwritings, in which case Sellers shall be permitted to include some or all of the WEI Shares on an equivalent basis; however, should Purchaser agree to include a portion of the WEI Shares in such underwriting, following Sellers' request to do so, Sellers must accept the terms of the underwriting (to the extent applicable to the WEI Shares) as agreed upon between Purchaser and the underwriters selected by Purchaser (all costs of registering the WEI Shares shall be borne by Purchaser). Furthermore, in connection with any registration of the WEI Shares, Sellers agree, if requested by Purchaser or the underwriters managing any underwritten offering of the WEI Shares, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any of the WEI Shares (other than that included in the registration) without the prior written consent of Purchaser or such underwriters, as the case may be, for such period of time after the effective date of such registration as Purchaser or the underwriters may specify, which, in any event, shall be a minimum of twelve (12) months following any Purchaser IPO; but in any event shall be no longer than the time period required by the underwriter for similarly situated shareholders and senior management of Purchaser. Sellers shall receive treatment no less favorably than any other shareholder of Purchaser at the time of any offering involving an underwriting of shares being issued by Purchaser."

Investment Representation. CSFB is an "accredited investor" ------------------------- as such term is defined in Rule 501 of Regulation D ("Regulation D") promulgated under the Securities Act. The Investor is purchasing Preferred Subject Shares and Warrants pursuant to this Agreement be acquired by CSFB are being acquired solely for its own the account of CSFB for purposes of investment only and not with a view towards their to the sale, transfer or other distribution or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933thereof, as amended (the "Securities Act"), has such knowledge and experience those terms are used in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be soldthe rules and regulations promulgated thereunder; provided, transferred or otherwise assigned absent however, that nothing contained herein shall prevent CSFB and subsequent holders of Subject Shares from transferring such registration or an exemption therefrom. FCG has also informed securities in compliance with the Investor that any routine sale applicable provisions of Preferred Shares and Warrants made in reliance upon the Securities Act (including without limitation Rule 144 promulgated under thereunder or pursuant to registration) and applicable state securities laws. CSFB covenants and agrees that it will not sell, assign, transfer or otherwise dispose of any of the Subject Shares to be acquired by CSFB in violation of the Securities Act can or applicable state securities laws. Each certificate for the Subject Shares shall be made only imprinted with a legend in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear substantially the following legendform: "THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE STOCK PURCHASE AGREEMENT, DATED AS OF FEBRUARY 4, 1999, BETWEEN THE ISSUER ("ATC") AND CREDIT SUISSE FIRST BOSTON CORPORATION, AND ATC RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT THERETO UNDER TO SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR TRANSFER. A COPY OF SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED CONDITIONS SHALL BE FURNISHED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE ATC TO THE CORPORATIONHOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."" THIS LEGEND SHALL EXPIRE AUTOMATICALLY, AND SHALL BE REMOVED, ON FEBRUARY 5, 2001.

Investment Representation. Seller and Owners (as beneficial owners of the Seller) acknowledge, understand, represent, and warrant that: (a) The Investor is purchasing Preferred IVP Shares are being acquired by and Warrants pursuant provided to this Agreement Seller for investment for its own account for investment only account, not as a nominee or agent, and not with a view towards to the resale or distribution of any part thereof. Seller Parties have no present intention of selling, granting any participation in or otherwise distributing the IVP Shares. (b) Seller Parties acknowledge that they and each of their distribution respective representatives have been afforded an opportunity to ask questions to IVP and receive answers and additional information concerning IVP and the IVP Shares. Seller Parties acknowledge that they and each of their respective representatives have been furnished with all information and documentation regarding IVP and the IVP Shares which they or resale. The Investor represents each of their respective representatives have requested or desire to know or inspect concerning IVP and the IVP Shares. (c) Seller Parties have received and carefully reviewed all public filings of IVP with the U.S. Securities and Exchange Commission, other publicly available information regarding IVP, and such other information that it is and its advisers deem necessary to make its decision to enter into this Agreement and the Transaction Documents and close the transactions contemplated herein and therein. (d) Seller Parties recognize that the IVP Shares are long-term, speculative investments involving a high degree of risk. Seller Parties have been given no assurances by any person regarding the future success of this investment or any future distributions or other returns of IVP or its investments. Furthermore, (a) Seller Parties must be prepared to hold the IVP Shares and bear the economic risk of this investment for an "accredited" investor within indefinite period of time; (b) Seller Parties may not be able to liquidate this investment in the meaning event of Rule 501 promulgated an emergency (and any liquidation will be governed by the IVP Shares, the IVP Share Documents, and any related documents executed in connection therewith); and (c) the transferability of the IVP Shares are (and will likely remain) extremely limited (and any transferability will be governed by the terms of the IVP Shares, the IVP Share Documents, and any related documents executed in connection therewith). (e) Seller Parties acknowledge the IVP Shares have not been registered under the Securities Act or any applicable state securities laws by reason of 1933claimed exemptions from such registration which depend, as amended in part, upon the investment intention of Seller Parties. Seller Parties acknowledge and understand that the IVP Shares are subject to certain restrictions on the transferability and sale of the IVP Shares. (the "Securities Act"), has f) Seller Parties acknowledge and agree that they (i) have such knowledge and experience in financial and business matters that enable as to be capable of evaluating the merits, risks and suitability of the transaction contemplated herein, including as it relates to evaluate the merits IVP Shares, (ii) have made their own inquiry and risks investigation into, and, based thereon, have formed an independent judgment concerning, the issuance of investment in the Preferred IVP Shares and Warrantsto Seller, is (iii) are able to bear the economic risk of a an entire loss of its entire investment therein and is prepared to hold the Preferred Shares and value of the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questionsIVP Shares, and has obtained (iv) are consummating the related answers, regarding the business, financial condition transaction and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions receipt of the Preferred IVP Shares and the Warrants. The Investor has received with a full understanding of all of the terms, conditions and risks and willingly assumes those terms, conditions and risks. (g) Seller Parties acknowledge and agree that neither IVP nor any of its affiliates, principals, stockholders, partners, employees and agents (i) have been requested to or has provided the Seller Parties with any information or advice with respect to the IVP Shares nor is such information or advice necessary or desired, or (ii) has made or makes any representation as to IVP or the credit quality of the IVP Shares. (h) Seller Parties acknowledge and agree that (i) IVP and its affiliates may possess material nonpublic information regarding HoldcoIVP not known to the Seller Parties that may impact the value of the IVP Shares, VANTAS including, without limitation, (x) information received by principals and Old HQ employees of IVP in their capacities as directors, officers, significant stockholders and/or affiliates of the Issuer, (y) information otherwise received from IVP on a confidential basis, and (z) information received on a privileged basis from the attorneys and financial advisers representing IVP and its Board of Directors (collectively, the “Information”), and that IVP may be unable to disclose the Information to the Seller Parties. Seller Parties understand, based on its experience, the disadvantage to which the Seller Parties are subject due to the disparity of information between IVP and Seller Parties. Notwithstanding such disparity, Seller Parties have deemed it appropriate to enter into this Agreement and to consummate the transactions contemplated herein. (i) Seller Parties agree that none of IVP, or its affiliates, principals, stockholders, partners, employees and agents shall have any liability to the Seller Parties, or their respective affiliates, principals, stockholders, partners, employees, agents, grantors or beneficiaries, whatsoever due to or in connection with IVP's use or non-disclosure of the Information, and Seller Parties hereby irrevocably waives any claim that it has requested. FCG has informed might have based on the Investor that failure of IVP to disclose the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONInformation."

Investment Representation. The Investor is purchasing Preferred Notes and the Weststar Shares and Warrants pursuant to this Agreement (collectively, the "Weststar Securities") are being acquired for its own the account for investment only of Wealing Shareholders and not with a view towards their to, nor for sale in connection with, any distribution or resalethereof, and without any present intention of selling the same. The Investor represents that it is an "accredited" investor within Weststar Securities will not be sold or otherwise disposed of in the meaning absence of Rule 501 promulgated a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate covering the merits and risks of investment in Notes or the Preferred Shares and WarrantsWeststar Shares, is able to bear respectively, or an exemption from the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions registration requirements of the Preferred Shares and Securities Act. Wealing Shareholders hereby acknowledge that (i) the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have Weststar Securities may not been be sold or otherwise transferred unless they are registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed from such registration is available; (ii) any sales of the Investor that any routine sale of Preferred Shares and Warrants Weststar Securities made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule 144 and, further, that in case such if Rule 144 is not applicable applicable, any resale of such securities under circumstances in which Wealing Shareholders or the person through whom the sale is made may be deemed to any sale of Preferred Shares and Warrantsbe an underwriter, as applicablethat term is defined in the Securities Act, resale thereof may require compliance with some other exemption under the Securities Act prior or the rules and regulations of the Securities and Exchange Commission or other governmental authority substituted therefor; and (iii) Weststar is under no obligation to resaleregister any of the Weststar Securities under the Securities Act or to comply with the terms and conditions of any exemption thereunder. FCG has informed The instruments evidencing the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement Weststar Securities may bear a restrictive legend in substantially the following legend: "THESE form (and a stop-transfer order may be placed against transfer thereof): THE SECURITIES HAVE REPRESENTED HEREBY WERE NOT BEEN REGISTERED UNDER UNDER, AND ARE SUBJECT TO, THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES AMENDED (THE "1933 ACT"), AND MAY NOT BE SOLD OR OFFERED FOR SALESOLD, TRANSFERRED OR OTHERWISE ASSIGNED IN ASSIGNED, AND THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH COMPANY IS NOT REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT ASSIGNMENT, EXCEPT (I) PURSUANT TO A CURRENT REGISTRATION UNDER THE 1933 ACT; (II) IN A TRANSACTION PERMITTED BY RULE 144 UNDER THE 1933 ACT AND AS SUPPORTED TO WHICH THE COMPANY HAS RECEIVED REASONABLY SATISFACTORY EVIDENCE OF COMPLIANCE WITH THE PROVISIONS OF RULE 144; OR (III) UPON RECEIPT OF A LEGAL OPINION RENDERED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE COUNSEL REASONABLY REQUESTED AND ACCEPTABLE SATISFACTORY TO THE CORPORATIONCOMPANY TO THE EFFECT THAT THE TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT. If a legal opinion complying with clause (iii) of the legend set forth above indicates that the legend and stop-transfer order may be removed, Weststar will substitute unlegended instruments for and remove the stop-transfer order from the instruments described in the opinion. In connection with any Weststar IPO (as defined in Section 10.8 hereof) or any other offering involving an underwriting of shares being issued by Weststar, Weststar shall not be required to include any of the Weststar Shares in such underwritings unless other similarly situated shareholders of Weststar are being permitted to include some or all of their shares in the underwritings, in which case Wealing Shareholders shall be permitted to include some or all of the Weststar Shares on an equivalent basis; HOWEVER, should Weststar agree to include a portion of the Weststar Shares in such underwriting, following Wealing Shareholders' request to do so, Wealing Shareholders must accept the terms of the underwriting (to the extent applicable to the Weststar Shares) as agreed upon between Weststar and the underwriters selected by Weststar (all costs of registering the Weststar Shares shall be borne by Weststar). Furthermore, in connection with any registration of the Weststar Shares, Wealing Shareholders agree, if requested by Weststar or the underwriters managing any underwritten offering of the Weststar Shares, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any of the Weststar Shares (other than that included in the registration) without the prior written consent of Weststar or such underwriters, as the case may be, for such period of time after the effective date of such registration as Weststar or the underwriters may specify, which, in any event, shall be a minimum of twelve (12) months following any Weststar IPO; but in any event shall be no longer than the time period required by the underwriter for similarly situated shareholders of Weststar. Wealing Shareholders shall receive treatment no less favorably than any other shareholder of Weststar at the time of any offering involving an underwriting of shares being issued by Weststar. Weststar shall provide Wealing Shareholders a minimum of fifteen (15) days notice prior to any underwriting."

Investment Representation. The Investor is purchasing Preferred Licensors and the LLC, in the event the Acquisition Shares are issued and/or transferred to the LLC, represent and Warrants pursuant confirm to this Agreement for its own account for investment only and not with a view towards their distribution or resale. The Investor represents the Licensee that it is an "accredited" investor they (1) are accredited Investors within the meaning of Rule 501 promulgated 501(a) under the Securities Act of 1933, as amended (the "Securities Act")) or, has if not accredited investors, have alone or together with a purchaser representative within the meaning of Rule 501(h) under the Securities Act, such knowledge and experience in financial and business matters that enable it as to evaluate be capable of evaluating the merits and risks of an investment in the Preferred securities of the Licensee of the type contemplated by this Agreement; (2) are aware of the limits on resale of the Acquisition Shares imposed by virtue of the nature of the transaction; and Warrants(3) will receive and accept at the Closing the Acquisition shares for investment, and without any view to the sale, resale of other distribution thereof, in any manner that is able in violation of the Securities Act, except, Licensors shall in their discretion, may assign and transfer the Acquisition Shares to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of timeLLC. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that DRAFT certificates representing the Preferred Shares Acquisition Shares, when delivered to the stock records of the Licensors at the Closing, may have appropriate orders restricting transfer placed against them on the Licensee and/or at the transfer agent for such securities and Warrants issued pursuant to this Agreement bear may have placed upon them a legend in substantially the following legendform: "THESE SECURITIES THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD OR OFFERED FOR SALESOLD, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF ENCUMBERED ONLY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT THE SECURITIES ACT. PURSUANT TO A NO-ACTION LETTER FROM THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE OPINION OF COUNSEL SATISFACTORY TO THE CORPORATIONCOMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."" The Licensors agree not to attempt any transfer of any of the Acquisition Shares without first complying with the substance of said legend.

Investment Representation. The Investor Stockholder represents and warrants as follows: (a) The Stockholder has not relied upon the advice of a "Purchaser Representative" as defined in Regulation D under the Securities Act in evaluating the risks and merits of Maximus Common Stock. (b) The Stockholder has received and read or reviewed and is purchasing Preferred Shares familiar with Maximus's Forms 10-K, 10-Q and Warrants Forms 8-K which have been filed with the Securities and Exchange Commission ("'34 ACT FILINGS"). (c) The Stockholder has had an opportunity to ask questions of and receive answers from Maximus, or a person or persons acting on Maximus's behalf, concerning the terms and conditions of Maximus Common Stock. (d) The Stockholder understands that (i) none of the shares of Maximus Common Stock being issued pursuant to this Agreement have been registered under the Securities Act or under the securities laws of any state or other jurisdiction in reliance upon exemptions for its private offerings, (ii) while Maximus may in the future register the shares of Maximus Common Stock being issued pursuant to this Agreement, it is under no obligation to do so (other than pursuant to certain registration rights set forth in the Executive Agreement), (iii) the Stockholder is acquiring Maximus Common Stock without being furnished any offering literature or prospectus other than the `34 Act Filings referred to in paragraph (b) above. (e) The shares of Maximus Common Stock are being acquired solely for the Stockholder's own account account, for investment only and not with a view towards their distribution to or for the resale. , distribution, subdivision, or fractionalization thereof; the Stockholder has no current plans to enter into any contract, undertaking, agreement, or arrangement relating thereto. (f) The Investor represents Stockholder acknowledges and is aware that it is an "accredited" investor within there are substantial restrictions on the meaning transferability of Rule 501 promulgated the shares of Maximus Common Stock issued pursuant to this Agreement; that the shares of Maximus Common Stock issued pursuant to this Agreement cannot be resold unless such shares are registered under the Securities Act and any applicable securities law of 1933any state or other jurisdiction, as amended (or an exemption from registration is available; other than the "registration rights described in the Executive Agreement being entered into with the Stockholder, the Stockholder has no rights to require that such shares be registered under the Securities Act"); and unless such shares are so registered or an exemption therefrom is available to the Stockholder, there will be no public market for the shares of Maximus Common Stock issued pursuant to this Agreement. (g) The Stockholder has such knowledge and experience in financial and business matters that enable it she is capable of evaluating the relative risks and merits of the shares of Maximus Common Stock issued pursuant to evaluate this Agreement. (h) The Stockholder is a resident of the merits and risks state appearing hereunder under her name on the signature pages hereto. (i) The Stockholder has been advised that, in addition to other restrictions on the transfer of investment in the Preferred Shares and Warrantsshares of Maximus Common Stock issued pursuant to this Agreement, is able to bear since she may be an "affiliate" of Maximus at the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares Closing and the Warrants for an indefinite period distribution of time. The Investor such shares by the Stockholder has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be soldAct, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only will restrict the Stockholder's sales of Maximus Common Stock received in accordance with the terms and conditions transaction. The Stockholder acknowledges that the shares of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued Maximus Common Stock received by her pursuant to this Agreement bear shall be subject to stop transfer instructions and may be legended to reflect the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933restrictions on transfer imposed by the Securities Act. (j) All documents and other papers delivered by or on behalf of the Stockholder in connection with this Agreement and the transactions contemplated hereby are true and complete to the best of the Stockholder's knowledge and authentic. No representation or warranty of the Stockholder contained in this Agreement, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALEand, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALEto the best knowledge of the Stockholder, OFFERno document or other paper furnished by or on behalf of the Stockholder to Maximus (or any of its agents) pursuant to this Agreement or in connection with the transactions contemplated hereby, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONStaken as a whole, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONcontains an untrue statement of a material fact."

Investment Representation. The Investor (a) As of the date hereof, each Securityholder is purchasing Preferred Shares and Warrants pursuant to this Agreement acquiring the StemGen Securities for its own account for investment only and not with a present view towards their the public sale or distribution thereof, except pursuant to sales registered or resale. The Investor represents exempted from registration under the 1933 Act; provided, however, that it by making the representations herein, each Securityholder does not agree to hold any of the StemGen Securities for any minimum or other specific term and reserves the right to dispose of the StemGen Securities at any time in accordance with or pursuant to a registration statement or an exemption under the ▇▇▇▇ ▇▇▇. (b) Each Securityholder is an "accredited" investor within “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”). (c) Each Securityholder understands that the meaning StemGen Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of Rule 501 promulgated under United States federal and state Securities laws and that StemGen is relying upon the Securities Act truth and accuracy of, and each Securityholder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of 1933, as amended (each Securityholder set forth herein in order to determine the "Securities Act"), has availability of such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares exemptions and the Warrants for an indefinite period eligibility of timeeach Securityholder to acquire the StemGen Securities. (d) Each Securityholder and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of StemGen and materials relating to the offer and sale of the StemGen Securities which have been requested by each Securityholder or its advisors. The Investor has received Each Securityholder and its advisors, if any, have been afforded the opportunity to ask questionsquestions of StemGen. Notwithstanding the foregoing, StemGen has not disclosed to each Securityholder any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to each Securityholder. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer’s right to rely on StemGen’s representations and warranties contained in Section 3 below. Each Securityholder understands that its investment in the StemGen Securities involves a significant degree of risk. (e) Each Securityholder understands that no United States federal or state agency or any other government or governmental agency has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions passed upon or made any recommendation or endorsement of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONStemGen Securities."

Investment Representation. The Investor is purchasing Preferred Shares and Warrants pursuant to this Agreement for its own account for investment only and not with a view towards their distribution or resale. The Investor represents that it (a) Unless otherwise indicated on the signature page across from such principal Stockholder's name, such Principal Stockholder is an "accreditedaccredited investor" investor within the meaning of Rule 501 promulgated as defined in Regulation D under the Securities Act of 1933, as amended 1933 (the "Securities Act"); provided that if such Principal Stockholder is not an "accredited investor" then such Principal Stockholder hereby appoints and qualifies ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ to act as such Principal Stockholder's "purchaser representative" pursuant to Rules 501(h) and 506(b)(2)(ii) promulgated under the Securities Act of 1933 in connection with such Seller's evaluation of the merits and risks of the proposed investment. (b) Such Principal Stockholder has read or reviewed and is familiar with the Buyer SEC Documents. (c) Such Principal Stockholder has had an opportunity to ask questions of and receive answers from Buyer, or a person or persons acting on Buyer's behalf, concerning the terms and conditions of the Buyer Common Shares. (d) Such Principal Stockholder understands that the Buyer Common Shares have not been registered under the Securities Act or under the securities laws of any state or other jurisdiction and are being offered and issued in reliance upon exemptions for private offerings, and that, while Buyer may in the future register the Buyer Common Shares, it is under no obligation to do so other than as provided in the Registration Rights Agreement (as hereinafter defined), and such Principal Stockholder further understands that such Principal Stockholder is acquiring the Buyer Common Shares without being furnished any offering literature or prospectus other than the Buyer SEC Documents. (e) Principal Stockholder represents that the Buyer Common Shares are being acquired solely for such Principal Stockholder's own account, for investment and not with a view to or for the resale, distribution, subdivision, or fractionalization thereof; such Principal Stockholder has no present plans to enter into any contract, undertaking, agreement, or arrangement relating thereto. (f) Such Principal Stockholder acknowledges and is aware that there are substantial restrictions on the transferability of the Buyer Common Shares; the Buyer Common Shares cannot be resold unless the Buyer Common Shares are registered under the Securities Act and qualified under any applicable securities law of any state or other jurisdiction, or an exemption from such registration or qualification is available. (g) Such Principal Stockholder has such knowledge and experience in financial and business matters that enable it they are capable of evaluating the relative risks and merits of the Buyer Common Shares. (h) Such Principal Stockholder, if an individual, is a resident of the State of California or, if other than an individual, may be deemed to evaluate the merits and risks of have made such Principal Stockholder's investment decision in the Preferred Shares and Warrants, is able to bear the economic risk State of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONCalifornia."

Investment Representation. Notwithstanding anything herein to the contrary, the Optionee hereby represents and warrants to the Company, that: a. The Investor is purchasing Preferred Shares and Warrants pursuant to this Agreement Common Stock that will be received upon exercise of the Stock Option are acquired for its investment purposes only for the Optionee’s own account for investment only and not with a view towards their distribution to or in connection with any distribution, re-offer, resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated under , or other disposition not in compliance with the Securities Act of 1933, as amended 1933 (the "“Securities Act")”) and applicable state securities laws; b. The Optionee, has alone or together with the Optionee’s representatives, possesses such knowledge expertise, knowledge, and experience sophistication in financial and business matters generally, and in the type of transactions in which the Company proposes to engage in particular, that enable it to evaluate the Optionee is capable of evaluating the merits and economic risks of investment in acquiring Common Stock upon the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions exercise of the Preferred Shares Stock Option and the Warrants. holding such Common Stock; c. The Investor Optionee has received had access to all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed with respect to the Investor Common Stock underlying the Stock Option that the Preferred Shares Optionee deems necessary to make a complete evaluation thereof, and has had the Warrants have opportunity to question the Company concerning the Stock Option; d. The decision of the Optionee to acquire the Common Stock upon exercise of the Stock Option for investment has been based solely upon the evaluation made by the Optionee; e. The Optionee understand that the Common Stock underlying the Stock Option constitutes “restricted securities” under the Securities Act and has not been registered under the Securities Act and may not in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Optionee’s investment intent as expressed herein. The Optionee further understands that the Common Stock underlying the Stock Option must be sold, transferred or otherwise assigned absent such registration held indefinitely unless it is subsequently registered under the Securities Act or an exemption therefrom. FCG has also informed from such registration is available; f. The Optionee acknowledges and understands that the Investor Company is under no obligation to register the Common Stock underlying the Stock Option and that the certificates evidencing such Common Stock will be imprinted with a legend which prohibits the transfer of such Common Stock unless it is registered or such registration is not required in the opinion of counsel satisfactory to the Company and any routine sale other legend required under applicable state securities laws; and g. The Optionee is an “accredited investor,” as such term is defined in Section 501 of Preferred Shares and Warrants made in reliance upon Rule 144 Regulation D promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONAct."

Investment Representation. The Investor (a) Seller is purchasing Preferred Shares and Warrants pursuant to this Agreement an accredited investor as defined in Regulation D under the Securities Act. Seller is acquiring the LP Interests for its own account for investment only and not with a view towards their to, or for sale or other disposition in connection with, any distribution of all or resaleany part thereof, except in compliance with applicable federal and state securities laws; (b) Seller acknowledges that the LP Interests have not been registered under applicable federal and state securities laws and that the LP Interests may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless such transfer, sale, assignment, pledge, hypothecation or other disposition is registered under applicable federal and state securities laws or pursuant to an exemption from registration under any federal or state securities laws; (c) Seller believes it has received all the information Seller considers necessary or appropriate for deciding whether to invest in the LP Interests to be issued hereunder. The Investor represents Seller has had an opportunity to ask questions and receive answers from Buyer regarding the terms and conditions of the offering of the LP Interests to be issued hereunder and the business, properties, prospects and financial condition of Buyer; and (d) Seller confirms that it is an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate Seller is capable of evaluating the merits and risks of an investment in the Preferred Shares LP Interests to be issued hereunder and Warrantsof making an informed investment decision and understands that, without limiting Seller’s ability to rely on Buyer’s representations and warranties under this Agreement, (i) this investment is suitable only for an investor which is able to bear the economic consequences of losing its entire investment, (ii) the exchange of Interests with the LP Interests to be issued hereunder is a speculative investment which involves a high degree of risk of a loss of its the entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questionsinvestment, and has obtained (iii) there are substantial restrictions on the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions transferability of the Preferred Shares LP Interests to be issued hereunder, and the Warrants. The Investor has received all of the information regarding Holdcoaccordingly, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be soldpossible for Seller to liquidate its investment in case of emergency. (e) Seller has been advised, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms acknowledges and conditions of such Rule and, furtheragrees, that each LP Interest will contain a legend substantially to the effect set forth in case Exhibit 3.8(e). Seller acknowledges and agrees that the transfer agent for Issuer will not be required to accept for registration of transfer any LP Interests, except upon presentation of reasonable evidence to Issuer that the restrictions set forth in such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONlegend have been complied with."

Investment Representation. Unless the Common Stock is issued to him or her in a transaction registered under applicable federal and state securities laws, by his or her execution hereof, the Participant represents and warrants to the Company the following: a. The Investor Participant is purchasing Preferred aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Awarded Shares. b. The Participant is acquiring these Awarded Shares and Warrants pursuant to this Agreement for its investment for the Participant’s own account for investment only and not with a view towards their distribution to, or resalefor resale in connection with, any “distribution” thereof within the meaning of the Securities Act. c. The Participant acknowledges and understands that the Awarded Shares constitute “restricted securities” under the Securities Act and must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Investor represents Participant further acknowledges and understands that it the Company is under no obligation to register the Awarded Shares. The Participant understands that the certificate evidencing the Awarded Shares will be imprinted with a legend set forth in Section 7.b., which prohibits the transfer of the Awarded Shares unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company. d. The Participant is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of issuance of the securities to the Participant, such issuance will be exempt from registration under the Securities Act. In the event the Company qualifies under Rule 701 and the Company later becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ninety (90) days thereafter the securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144, including among other things: (i) the sale being made through a broker in an "accredited" investor unsolicited “broker’s transaction” or in transactions directly with a market maker (as said term is defined under the Exchange Act) and (ii) in the case of an affiliate, the availability of certain public information about the Company, and the amount of securities being sold during any three (3) month period not exceeding the limitations specified therein, if applicable. e. In the event that the Company does not qualify under Rule 701 at the time of issuance of the securities to the Participant, then the securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires among other things: (i) the availability of certain public information about the Company, (ii) the resale occurring not less than one year after the party has purchased, and made full payment for, within the meaning of Rule 501 promulgated 144, the securities to be sold and (iii) in the case of an affiliate, or of a non-affiliate who has held the securities less than two years, the sale being made through a broker in an unsolicited “broker’s transaction” or in transactions directly with a market maker (as said term is defined under the Securities Act of 1933, as amended (the "Securities Exchange Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares ) and the Warrants for an indefinite amount of securities being sold during any three month period of time. The Investor has received not exceeding the opportunity to ask questionsspecified limitations stated therein, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as if applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATION."

Investment Representation. The Investor Each ACS acknowledges his understanding that the shares of BRIA Common Stock to be delivered pursuant to this Agreement will not be registered pursuant to the 1933 Act and each ACS further represents to and agrees with BRIA as follows: a. Each ACS is purchasing Preferred Shares and Warrants acquiring the shares of BRIA Common Stock pursuant to this Agreement for its his own private personal investment account for investment only and not with no present intention of reselling or distributing such shares or any portion thereof to others. b. Each ACS fully comprehends that in connection with the issuance of shares of BRIA Common Stock pursuant to this Agreement, BRIA is relying to a view towards their distribution material degree on the representations, warranties and covenants contained herein, and with such realization he authorizes BRIA to act as it may see fit in full reliance hereon. c. Each ACS agrees that none of such shares will be transferred or resaledistributed unless (i) they are covered by an effective Registration Statement prepared in accordance with the 1933 Act and are distributed in a manner complying with the 1933 Act and with the Rules and Regulations promulgated thereunder; or (ii) they may be transferred in accordance with Rule 144 of the Rules and Regulations pursuant to the 1933 Act (or such similar Rule as may be applicable to such shares at the time of transfer) so long as such transfer strictly complies with said Rule 144 and with such procedures as BRIA may reasonably establish in connection therewith; or (iii) there is first delivered to BRIA the written legal opinion of legal counsel in form and substance reasonably satisfactory to BRIA's legal counsel or a "no action letter" from the SEC indicating that any of the provisions of the 1933 Act and the Rules and Regulations promulgated thereunder. The Investor represents In the event such legal opinion is based upon the exemption now contained in Section 4(2) of the 1933 Act, the person acquiring the shares or some portion thereof shall execute and deliver to BRIA a letter agreement complying with the 1933 Act and the Rules and Regulations promulgated thereunder. d. Each ACS hereby agrees that it is an "accredited" investor within the meaning of Rule 501 promulgated under the Securities Act of 1933certificate(s) representing such shares may bear a legend, as amended (set forth below, setting forth the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment restrictions upon transfer which are contained in the Preferred Shares foregoing subparagraph (c) and Warrants, is able that BRIA may deliver to bear its transfer agent a "stop transfer order" directing the economic risk transfer agents not to effect any transfer of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has such shares without having received the opportunity to ask questions, written permission of BRIA and has obtained evidence of compliance with applicable provisions of the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ 1933 Act and the terms and conditions of the Preferred Shares and the Warrantsthis Agreement. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants shares represented by this certificate have not been registered under the Securities Act of 1933 (the "Act") and are "restricted securities" as that term is defined in Rule 144 under the Act. The shares may not be soldoffered for sale, transferred sold or otherwise assigned absent such registration transferred except pursuant to an effective Registration Statement under the Act or pursuant to an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated from registration under the Securities Act, the availability of which is to be established to the satisfaction of BRIA. e. Each ACS hereby agrees to indemnify BRIA against and hold it harmless from all losses, liabilities, costs and expenses (including reasonable attorneys' fees) which shall arise as a result of a sale or distribution by him of such shares or any portion thereof in violation of the 1933 Act can be made only in accordance with or the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONAgreement."

Investment Representation. The Investor is purchasing Preferred Note and the WEI Shares and Warrants pursuant to this Agreement (collectively, the "Weststar Securities") are being acquired for its own the account for investment only of Denmark and not with a view towards their to, nor for sale in connection with, any distribution or resalethereof, and without any present intention of selling the same. The Investor represents that it is an "accredited" investor within Weststar Securities will not be sold or otherwise disposed of in the meaning absence of Rule 501 promulgated a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate covering the merits and risks of investment in Note or the Preferred Shares and WarrantsWEI Shares, is able to bear respectively, or an exemption from the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions registration requirements of the Preferred Shares and Securities Act. Denmark hereby acknowledges that (i) the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have Weststar Securities may not been be sold or otherwise transferred unless they are registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed from such registration is available; (ii) any sales of the Investor that any routine sale of Preferred Shares and Warrants Weststar Securities made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule 144 and, further, that in case such if Rule 144 is not applicable applicable, any resale of such securities under circumstances in which Denmark or the person through whom the sale is made may be deemed to any sale of Preferred Shares and Warrantsbe an underwriter, as applicablethat term is defined in the Securities Act, resale thereof may require compliance with some other exemption under the Securities Act prior or the rules and regulations of the Securities and Exchange Commission or other governmental authority substituted therefor; and (iii) Weststar is under no obligation to resaleregister any of the Weststar Securities under the Securities Act or to comply with the terms and conditions of any exemption thereunder. FCG has informed The instruments evidencing the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement Weststar Securities may bear a restrictive legend in substantially the following legend: "THESE form (and a stop-transfer order may be placed against transfer thereof): THE SECURITIES HAVE REPRESENTED HEREBY WERE NOT BEEN REGISTERED UNDER UNDER, AND ARE SUBJECT TO, THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES AMENDED (THE "1933 ACT"), AND MAY NOT BE SOLD OR OFFERED FOR SALESOLD, TRANSFERRED OR OTHERWISE ASSIGNED IN ASSIGNED, AND THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH COMPANY IS NOT REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT ASSIGNMENT, EXCEPT (I) PURSUANT TO A CURRENT REGISTRATION UNDER THE 1933 ACT; (II) IN A TRANSACTION PERMITTED BY RULE 144 UNDER THE 1933 ACT AND AS SUPPORTED TO WHICH THE COMPANY HAS RECEIVED REASONABLY SATISFACTORY EVIDENCE OF COMPLIANCE WITH THE PROVISIONS OF RULE 144; OR (III) UPON RECEIPT OF A LEGAL OPINION RENDERED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE COUNSEL REASONABLY REQUESTED AND ACCEPTABLE SATISFACTORY TO THE CORPORATIONCOMPANY TO THE EFFECT THAT THE TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT. If a legal opinion complying with clause (iii) of the legend set forth above indicates that the legend and stop-transfer order may be removed, Weststar will substitute unlegended instruments for and remove the stop-transfer order from the instruments described in the opinion. In connection with any Weststar IPO (as defined in Section 10.8 hereof) or any other offering involving an underwriting of shares being issued by Weststar, Weststar shall not be required to include any of the WEI Shares in such underwritings unless other similarly situated shareholders of Weststar are being permitted to include some or all of their shares in the underwritings, in which case Denmark shall be permitted to include some or all of the WEI Shares on an equivalent basis; HOWEVER, should Weststar agree to include a portion of the WEI shares in such underwriting, following Denmark's request to do so, Denmark must accept the terms of the underwriting (to the extent applicable to the WEI Shares) as agreed upon between Weststar and the underwriters selected by Weststar (all costs of registering the WEI Shares shall be borne by Weststar). Furthermore, in connection with any registration of the WEI Shares, Denmark agrees, if requested by Weststar or the underwriters managing any underwritten offering of the WEI Shares, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any of the WEI Shares (other than that included in the registration) without the prior written consent of Weststar or such underwriters, as the case may be, for such period of time after the effective date of such registration as Weststar or the underwriters may specify, which, in any event, shall be a minimum of twelve (12) months following any Weststar IPO; but in any event, shall be no longer than the time period required by the underwriter for similarly situated shareholders of Weststar. Denmark shall receive treatment no less favorably than any other similarly situated shareholder of Weststar at the time of any offering involving an underwriting of shares being issued by Weststar."

Investment Representation. The Investor is purchasing Preferred Shares All Company Securities issued in accordance with the terms hereof shall, when issued, be restricted securities and Warrants pursuant to this Agreement for its own account for investment only and may not with a view towards their distribution be sold, transferred or resale. The Investor represents that it is an "accredited" investor within otherwise disposed of by the meaning of Rule 501 promulgated holders thereof without registration under the Securities Act of 1933, as amended (the "“Securities Act"”) or an available exemption from registration under the Securities Act. The certificates or other documents representing the Company Securities issued in accordance with the terms hereof will contain the appropriate restrictive legends substantially as follows: “The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended. The shares have been acquired for investment and may not be sold or offered for sale in the absence of an effective Registration Statement for the shares under the Securities Act of 1933, as amended, or an opinion of counsel to the Corporation that such registration is not required.” The Company Securities issued in the Exchange Transaction shall be limited by the shell company restrictions of Rule 144(i) of the Securities Act. By execution of this Agreement, each of the LY Holdings expressly represents and warrants to the Company and LY Holdings that it is an “accredited investor” (as defined under the Securities Act), and that: (a) LY Holdings has and shall transfer, good and marketable title to the Lightyear Equity, free and clear of all liens, claims, charges, encumbrances, pledges, mortgages, security interests, options, rights to acquire, proxies, voting trusts or similar agreements, restrictions on transfer or adverse claims of any nature whatsoever (the “Liens”). LY Holdings acknowledges that it has obtained a release of the lien on the Lightyear assets from the security interest held by Lightyear’s noteholders. (b) LY Holdings is acquiring the Company Securities for investment for its own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and it has no present intention of selling, granting any participation in, or otherwise distributing the same. LY Holdings further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Company Securities. (c) LY Holdings understands that Company Securities are not registered under the Securities Act, that the issuance of Company Securities is intended to be exempt from registration under the Securities Act pursuant to Section 4(2) thereof or such other available exemptions under the Securities Act, and that the Company’s reliance on such exemption is predicated on LY Holdings’ representations set forth herein. LY Holdings represents and warrants that: (i) it is acquiring the Company Securities for investment purposes and not with a view to the subsequent sale or distribution thereof; (ii) it can bear the economic risk of its investment, and (ii) it possesses such knowledge and experience in financial and business matters that enable it to evaluate is capable of evaluating the merits and risks of the investment in Company Securities. (d) LY Holdings acknowledges that neither the Preferred Shares Securities and WarrantsExchange Commission (the “SEC”), is able nor the securities regulatory body of any state has received, considered or passed upon the accuracy or adequacy of the information and representations made in this Agreement. (e) LY Holdings acknowledges that it have carefully reviewed such information as each of them deemed necessary to bear evaluate an investment in Company Securities. To the economic risk full satisfaction of a loss of its entire investment therein and is prepared LY Holdings, it has been furnished all materials that it has requested relating to hold the Preferred Shares Company and the Warrants for an indefinite period issuance of time. The Investor Company Securities hereunder, and LY Holdings has received been afforded the opportunity to ask questionsquestions of Company’s representatives to obtain any information necessary to verify the accuracy of any representations or information made or given to LY Holdings. Notwithstanding the foregoing, nothing herein shall derogate from or otherwise modify the representations and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions warranties of the Preferred Shares and the Warrants. The Investor Company set forth in this Agreement, on which LY Holdings has received all relied in making an exchange of the information regarding Holdco, VANTAS and Old HQ his Company Securities. (f) LY Holdings understands that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Company Securities Act and may not be sold, transferred transferred, or otherwise assigned absent such disposed of without registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms or an available exemption therefrom, and conditions of such Rule and, further, that in case such Rule is not applicable to the absence of an effective registration statement covering Company Securities or any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other available exemption from registration under the Securities Act prior Act, the Company Securities may have to resale. FCG has informed the Investor that certificates representing the Preferred Shares be held indefinitely. (g) The representations, warranties and Warrants issued pursuant to agreements of LY Holdings contained in this Agreement bear shall survive the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONclosing of the Transaction."

Investment Representation. The Investor is purchasing Preferred Shares and Warrants Owner acknowledges his understanding that the shares of GMED's Common Stock to be delivered to the Owner pursuant to this Agreement will not be registered pursuant to the 1933 Act and each of the Owner further represents to and agrees with GMED as follows: a. He is acquiring the shares of GMED's Common Stock pursuant to this agreement for his own private personal investment account and with no present intention of reselling or distributing such shares or any portion thereof to others. b. He fully comprehends that in connection with the issuance of shares of GMED's Common Stock pursuant to this Agreement, GMED is relying to a material degree on the representation by Owner that he can accomplish the Company's Business Plan attached hereto as Exhibit L, and with such realization he authorizes GMED to act as it may see fit in full reliance hereon. c. He agrees that none of such shares will be transferred or distributed unless (i) they are covered by an effective Registration Statement prepared in accordance with the 1933 Act and are distributed in a manner complying with the 1933 Act and with the Rules and Regulations promulgated thereunder; or (ii) they may be transferred in accordance with Rule 144 of the Rules and Regulations pursuant to the 1933 Act (or such similar Rule as may be applicable to such shares at the time of transfer) so long as such transfer strictly complies with said Rule 144; or (iii) there is first delivered to GMED the written legal opinion of legal counsel in form and substance reasonably satisfactory to GMED's legal counselor a "no action letter" from SEC indicating that any of the provisions of the 1933 Act and the Rules and Regulations promulgated thereunder. In the event such legal opinion is based upon the exemption now contained in Section 4(2) of the 1933 Act, the person acquiring shares or some portion thereof shall execute and deliver to GMED a letter agreement complying with the 1933 Act and the Rules and Regulations promulgated thereunder. d. He hereby agrees that the certificate(s) representing such shares may bear a legend, as set forth below, setting forth the restrictions upon transfer which are contained in the foregoing subparagraph (c) and that GMED may deliver to its own account transfer agents a "stop transfer order" directing the transfer agents not to effect any transfer of such shares without having received the permission of GMED and evidence of compliance with applicable provisions of the 1933 Act and the terms of this Agreement. These shares have not been registered under the U.S. Securities Act of 1933 as amended, having been acquired for investment purposes only and not with a view towards their distribution to redistribute. They may not be sold or resale. The Investor represents that it is offered for in absence of an "accredited" investor within effective registration statement as to the meaning of Rule 501 promulgated shares under the Securities Act of 19331933 as amended, as amended (or an opinion of counsel satisfactory to the "Securities Act"), has such knowledge corporation and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under exemption from the Securities Act of 1933 as amended, is available and may not be sold, transferred or otherwise assigned absent that such registration is not required, or an exemption therefrom. FCG has also informed in the Investor alternative that any routine sale of Preferred Shares and Warrants made in reliance upon such shares may be sold under Rule 144 as promulgated under by the Securities and Exchange Commission of the United States. e. He hereby agrees to indemnify GMED against and hold it harmless from all losses, liabilities, costs and expenses (including reasonable attorneys' fees) which shall arise as a result of a sale or distribution by him of such shares or any portion thereof in violation of the 1933 Act can be made only in accordance with or the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONAgreement."

Investment Representation. The Investor is purchasing Preferred (a) Such Stockholder acknowledges and agrees that the Buyer Shares and Warrants pursuant payable to this Agreement such Stockholder in accordance with Article I will be acquired for its own account for investment only and not with a view towards their to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or resaleselling the same in violation of any applicable securities Laws. The Investor represents that it Except as contemplated by this Agreement and the other Transaction Documents, such Stockholder does not have any present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition of the Buyer Shares. (b) Such Stockholder is an "accredited" investor “accredited investor” within the meaning of Rule 501 Regulation D promulgated under the Securities Act. (c) Such Stockholder has had such opportunity as it has deemed adequate to obtain from the Buyer and its representatives such information as is necessary to permit such Stockholder to evaluate the merits and risks of its acquisition of the Buyer Shares. Such Stockholder has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in any acquisition of the Buyer Shares and to make an informed investment decision with respect to such acquisition. Such Stockholder has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Buyer Shares. (d) Such Stockholder understands that the Buyer Shares, when issued, will be restricted securities under the United States federal securities Laws inasmuch as they are being acquired from the Buyer in a transaction not involving a public offering, and that under such Laws and applicable regulations, the Buyer Shares may be resold without registration under the Securities Act only in certain limited circumstances. (e) Such Stockholder understands that a legend substantially in the following form will be placed on the certificates or other instruments representing the Buyer Shares: “The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act")amended, has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent disposed of in the absence of an effective registration statement under such Act or an opinion of counsel satisfactory to the corporation to the effect that such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONrequired."”

Investment Representation. The Investor is purchasing Preferred Shares and Warrants pursuant shares of Parent Common Stock to be received in consideration for the Hi-Tech Contribution by each HT Equityholder (other than Flare King) under the terms of this Agreement (the "HT Parent Shares") will be acquired for its such HT Equityholder's own account account, for investment purposes only and not with a view towards their to the distribution thereof. The HT Equityholders are not participating, directly or indirectly, in any distribution or resale. The Investor represents that it is an "accredited" investor transfer of such shares, nor are they participating, directly or indirectly, in underwriting any such distribution or transfer of the HT Parent Shares within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), has . Each HT Equityholder and its representatives have such knowledge and experience in financial and business matters that enable it to evaluate they are capable of evaluating the merits and risks of an investment in the Preferred Parent and the acquisition of the HT Parent Shares and Warrants, each HT Equityholder is able to bear the economic risk of a loss of its entire making an informed investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of timedecision with respect thereto. The Investor has received HT Equityholders have been informed by the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor Parent that the Preferred HT Parent Shares issuable pursuant to this Agreement will not be registered at the time of their issuance under the Securities Act or any state's securities laws and may not be transferred, assigned or otherwise disposed of unless the Warrants have not been HT Parent Shares are subsequently registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration appropriate state securities laws or an appropriate exemption therefrom. FCG has also informed therefrom is available and that, except pursuant to the Investor that any routine sale terms of Preferred the Registration Rights Agreement contemplated hereunder, the Parent is under no obligation to register the HT Parent Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance or any state's securities laws or to take any steps to assist any HT Equityholder to comply with the terms and conditions of such Rule and, further, that in case such Rule is not any applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior or any state's securities laws with respect to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONHT Parent Shares."

Investment Representation. The Investor is purchasing Preferred Each Seller has the knowledge and experience in business and financial matters to meaningfully evaluate the merits and risks of the purchase and acquisition of the TouchStone Common Stock in exchange and consideration for the Shares and Warrants pursuant owned by such Seller as contemplated hereby. Each Seller acknowledges that the shares of TouchStone Common Stock to this Agreement for its own account for investment only and not with a view towards their distribution be issued to such Seller in the transactions contemplated hereby will be issued by TouchStone without registration or resale. The Investor represents that it is an "accredited" investor within the meaning of Rule 501 promulgated qualification or other filings being made under the Federal Securities Act of 1933, as amended (amended, or the securities or "Securities Act")blue sky" laws of any state, has such knowledge and experience in financial and business matters that enable it to evaluate the merits and risks of investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questions, and has obtained the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and the Warrants. The Investor has received all of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated under specific exemptions therefrom, and in furtherance thereof each Seller represents that the Securities Act can shares of TouchStone Common Stock to be made only in accordance received by such Seller will be taken for such Seller's own account for investment, with no present intention of a distribution or disposition thereof to others. Each Seller agrees that the terms and conditions of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates certificate(s) representing the Preferred Shares shares of the TouchStone Common Stock issued to such Seller shall be subject to a stop-transfer order and Warrants issued pursuant to this Agreement shall bear a restrictive legend, in substantially the following legendform: "THESE THE SECURITIES HAVE NOT BEEN REGISTERED REPRESENTED BY THIS CERTIFICATE WERE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES AMENDED (THE "ACT"), ARE "RESTRICTED SECURITIES," AND MAY NOT BE SOLD OR OFFERED FOR SALESOLD, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH THE ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALEIN A TRANSACTION WHICH, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE IN THE OPINION OF COUNSEL REASONABLY REQUESTED AND ACCEPTABLE SATISFACTORY TO THE CORPORATIONCOMPANY, IS NOT REQUIRED TO BE REGISTERED UNDER THE ACT."

Investment Representation. The Investor is purchasing Preferred Shares and Warrants pursuant to this Agreement for its own account for investment only and not with a view towards their distribution or resale. The Investor represents (a) Each Seller Party that it receives Parent Common Stock is an "accredited" investor within the meaning of Rule 501 promulgated “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), has such knowledge and experience in financial and business matters that enable it to evaluate such Seller Party is capable of evaluating the relative risks and merits and risks of an investment in the Preferred Shares and Warrants, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares and the Warrants for Parent Common Stock. (b) The Seller Party has had an indefinite period of time. The Investor has received the opportunity to ask questionsquestions of and receive answers from the Buyer, and has obtained or a person or persons acting on the related answersBuyer’s behalf, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and concerning the terms and conditions of the Preferred Shares Parent Common Stock. In addition, each Seller Party has read or reviewed and is familiar with the Warrants. The Investor Buyer’s reports on Forms 10-K, 10-Q and 8-K as filed with the U.S. Securities and Exchange Commission (the “SEC”). (c) Such Seller Party acquiring such shares represents that the Parent Common Stock to be issued hereunder are being acquired solely for such Seller Party’s own account, for investment and not with a view to or for the resale or distribution thereof (except pursuant to the Registration Rights Agreement (as defined below); such Seller Party has received all no present plans to enter into any contract, undertaking, agreement, or arrangement relating thereto that would render the Buyer unable to rely on the safe harbor set forth in Regulation D under the Securities Act for the issuance of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor Parent Common Stock hereunder. (d) Such Seller Party acquiring Parent Common Stock understands that the Preferred Shares and the Warrants shares of such Parent Common Stock to be issued hereunder have not been registered under the Securities Act or under the securities laws of any state or other jurisdiction and may not be sold, transferred or otherwise assigned absent such registration or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares are being offered and Warrants made issued in reliance upon Rule 144 promulgated exemptions for private offerings. Such Seller Party acquiring such Parent Common Stock acknowledges and is aware that there are substantial restrictions on the transferability of the Parent Common Stock; the Parent Common Stock to be issued hereunder cannot be resold unless they are registered under the Securities Act can be made only in accordance with the terms and conditions qualified under any applicable securities law of any state or other jurisdiction, or an exemption from such Rule and, further, that in case such Rule registration or qualification is not applicable to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other exemption under the Securities Act prior to resale. FCG has informed the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONavailable."