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 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 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 (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 Xxxxxxxxxxx’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 xxxx xxxxxx 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 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 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 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 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 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 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. (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 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 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 Hawkxxx xxxresents 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 Hawkxxx xx 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. Hawkxxx xxxees not to attempt any transfer of the Acquisition Shares without first complying with the substance of said legend."

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 (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 Xxxxx 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. Xxxxx 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. Xxxxx 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 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 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 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. (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. (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. 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 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. 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. 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. (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 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. 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 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. 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. 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 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 (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. 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 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. (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 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 (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 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 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 XXXITAL 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 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 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 Such Contributor is an ------------------------- "accreditedaccredited investor" investor within the meaning of Rule 501 promulgated as such term is defined in Regulation D under the Securities Act of 1933, as amended (the "Securities Act")) and such Contributor is acquiring the Shares for such Contributor's own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof. Such Contributor represents that (i) such Contributor's financial condition is such that such Contributor can afford to bear the economic risk of holding the Shares for an indefinite period of time and has adequate means for providing for such Contributor's current needs and personal contingencies, (ii) such Contributor can afford to suffer a complete loss of his, her or its investment in the Shares, if any, (iii) such Contributor understands and has taken cognizance of all risk factors relating to the purchase of the Shares, (iv) such Contributor's knowledge and experience in financial and business matters are such that enable he, she or it to evaluate is capable of evaluating the merits and risks of investment in the Preferred Shares and Warrantshis, is able to bear the economic risk of a loss of her or 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 purchase of the Preferred Shares and the WarrantsShares. The Investor has received all Such Contributor further represents that such Contributor understands that (i) none 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 by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof, (ii) the Shares 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 Act can be made only in accordance with or is exempt from such registration, (iii) the terms Shares will bear a legend to such effect and conditions of (iv) the Company will make a notation on its transfer books to such effect. Such Contributor further understands that the exemption from registration afforded by 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 depends on the satisfaction of various conditions and that, if applicable, Rule 144 affords the basis of sales of the Shares in limited amounts under certain conditions. Such Contributor (i) acknowledges that such opportunity to resale. FCG request information from the Company and to review such information and has informed received all information which such Contributor deems relevant in making a decision to acquire the Investor that certificates representing Shares being acquired by such Contributor hereunder and (ii) will comply with the Preferred restrictions on transferability of the Shares and Warrants issued pursuant to this Agreement bear contained in 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 CORPORATIONAncillary Agreements."

Investment Representation. The Investor is purchasing Preferred Purchasers and Art Exchange, through -------------------------- the Purchasers, have the knowledge and experience in business and financial matters to meaningfully evaluate the merits and risks of the purchase and acquisition of the Shares of Nicklebys Common Stock in exchange and Warrants pursuant to this Agreement consideration for its own account for investment only the issuance and not with a view towards their distribution or resalesale of the Art Exchange Common Shares as contemplated hereby. The Investor represents Purchasers and Art Exchange shall conduct an independent review of the business, assets, properties, books and records of the Company for the purpose of satisfying themselves as to the truth, accuracy and completeness of the representations and warranties made by the Company. The Purchasers understand and acknowledge that it is an "accredited" investor within the meaning of Rule 501 promulgated Nicklebys Common Stock to be issued, sold, assigned, transferred, conveyed and/or delivered to them in the transactions contemplated hereby will be issued, sold, assigned, transferred, conveyed and/or delivered by the Company 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 Purchasers represent that the shares of Nicklebys Common Stock will be made only in accordance taken and received by them for their own accounts for investment, with no present intention of a distribution or disposition thereof to others. The Purchasers, severally and not jointly, further acknowledge and agree 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 Shares shares of Nicklebys Common Stock issued and Warrants issued pursuant sold to this Agreement them shall be subject to a stop-transfer order and 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. (a) The Investor is purchasing Preferred BARRA Shares and Warrants received by the Innosearch Shareholders pursuant to the terms of this Agreement (the "Securities") will be acquired for its the Innosearch Shareholders' 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 Innosearch Shareholder 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(g) and to such other information about BARRA as such Innosearch Shareholder has deemed necessary or resale. The Investor represents desirable to reach an informed and knowledgeable decision to acquire the Securities. (c) Each Innosearch Shareholder 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 Innosearch Shareholder's investment intent as expressed herein. (d) Each Innosearch Shareholder is experienced in evaluating and investing in securities and has made investments in securities other than those of Innosearch. Each Innosearch Shareholder is knowledgeable in business and financial matters and is capable of evaluating the merits and risks of an investment in BARRA. Each Innosearch Shareholder acknowledges that it has the ability to bear the economic risk of its investment pursuant to this Agreement. 104 (e) Each Innosearch Shareholder 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 Innosearch Shareholders 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 Innosearch Shareholder 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 Innosearch Shareholders 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 (a) Seller is purchasing Preferred acquiring the Shares and Warrants pursuant to this Agreement for its own account account, not as nominee or agent, for investment only and not with a view towards their to, or for resale in connection with, any distribution or resale. The Investor represents that it is an "accredited" investor public offering thereof within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended 1933 Act. (b) Seller understands that (i) 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 1933 Act and may not be sold, transferred or otherwise assigned absent such registration or an by reason of a specific exemption therefrom. FCG has also informed , that they must be held by it indefinitely, and that it must, therefore, bear the Investor that any routine sale economic risk of Preferred Shares and Warrants made in reliance upon Rule 144 promulgated such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities 1933 Act can or is exempt from such registration; (ii) each certificate representing the Series E Preferred Stock will be made only in accordance endorsed with the terms and conditions of such Rule and, further, that legend 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 EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES , (THE "1933 ACT") AND MAY NOT BE SOLD SOLD, TRANSFERRED, ASSIGNED OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE 1933 ACT COVERING SUCH ACT SECURITIES OR IF THE COMPANY RECEIVES AN EXEMPTION FROM REGISTRATION OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, OFFERTRANSFER, TRANSFER ASSIGNMENT OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONSHYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 ACT." and (iii) the Buyer will instruct any transfer agent not to register the transfer of any of the Shares unless the conditions specified in the foregoing legend are satisfied; provided, OPINIONS AND OTHER DOCUMENTATIONhowever, IF ANYthat no such opinion of counsel shall be necessary if the sale, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATION.transfer or assignment is made pursuant to Securities and Exchange Commission ("SEC") Rule 144 and the Seller provides the Buyer with evidence reasonably satisfactory to the Buyer and its counsel that the proposed transaction satisfies the requirements of Rule 144. The Buyer agrees to remove the foregoing legend from any securities if the requirements of SEC Rule 144(k) (or any successor rule or regulation) apply with respect to

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 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 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 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 Neither the Warrants for an indefinite period nor the Warrant Shares issuable upon the exercise 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 or any state securities laws. The Holder acknowledges by signing this certificate that, as of the date of this Warrant and at the time of exercise that: (a) the Holder has acquired the Warrant or the Warrant Shares, as the case may be, for the Holder's own account; (b) the Holder has acquired the Warrants or the Warrant Shares, as the case may be, for investment and not with a view to distribution; and (c) either the Holder has a pre-existing personal or business relationship with the Company or its executive officers, or by reason of the Holder's business or financial experience the Holder has the capacity to protect the Holder's own interests in connection with the transaction. The Holder agrees, by acceptance of this certificate, that any Warrant Shares purchased upon exercise of the Warrants may have to be sold, transferred held indefinitely or otherwise assigned absent such registration or until an exemption therefromfrom registration is available, as evidenced by an opinion of counsel reasonably satisfactory to the Company. FCG has also informed The Holder, by acceptance of this certificate, consents to the Investor placement of a restrictive legend (the "Legend") on the certificates representing any Warrant Shares that any routine sale are purchased upon exercise of Preferred Shares and the Warrants made in reliance upon during the applicable restricted period under Rule 144 promulgated or any other applicable restricted period under the Securities Act can Act. The Legend shall 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 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD SOLD, TRANSFERRED, PLEDGED OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED HYPOTHECATED 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 ANYSHARES UNDER THE SECURITIES ACT OF 1933, AS ARE REASONABLY REQUESTED AND ACCEPTABLE AMENDED, UNLESS IN THE WRITTEN LEGAL OPINION (APPROVED BY THE COMPANY) OF COUNSEL SATISFACTORY TO THE CORPORATIONCOMPANY, SUCH REGISTRATION IS NOT REQUIRED."

Investment Representation. The Investor is purchasing Preferred Shares (a) Each of Seller, Stockholder 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 Founder 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 (the "Securities Act"). (b) Each of Seller, has such knowledge Stockholder 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 Founder understands that the shares of Series C Preferred Shares and the Warrants 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, and that HCCI is under no obligation to register such shares, and each of Seller, Stockholder and Founder further understands that Seller is acquiring the shares of Series C Preferred Stock without being furnished any offering literature or prospectus other than HCCI's latest reports or other filings as filed with the SEC under the Securities Act can be made only in accordance with and/or the terms and conditions Securities Exchange Act of such Rule and, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants1934, as applicableamended (the "Exchange Act"). (c) Each of Seller, resale thereof may require compliance Stockholder and Founder represents that the shares of Series C Preferred Stock to be issued hereunder to Seller are being acquired solely for Seller's own account, for investment and not with some other exemption a view to or for the resale, distribution, subdivision, or fractionalization thereof, and Seller has no present plans to enter into any contract, undertaking, agreement, or arrangement relating thereto. Each of Seller, Stockholder and Founder acknowledges and is aware that the shares of Series C Preferred Stock to be issued hereunder cannot be resold unless they are registered under the Securities Act prior and qualified under any applicable securities law of any state or other jurisdiction, or an exemption from such registration or qualification is available, and further acknowledges that the certificates evidencing the shares of Series C Preferred Stock shall be issued with an appropriate legend 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 CORPORATIONforegoing effect."

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 0000 Xxx. (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 (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. (a) The Investor is purchasing Preferred Shares has received and reviewed the following (the "PHT Documents"): 1. Letter dated June 21, 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 the Units (and Common 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 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 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 XXX 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. 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 In connection with the acquisition of the Common Stock, the Series A Preferred Shares Stock and Warrants pursuant to this Agreement for its own account the Junior Note, Xxxxxx represents and warrants that the Common Stock, the Series A Preferred Stock and the Junior Note are being purchased for investment purposes only and not with a view towards their to distribution or resaleother transfer and will be held for its own individual account. The Investor represents that Further, it is an "accredited" investor within understood that such Common Stock, the meaning of Rule 501 promulgated Series A Preferred Stock and the Junior Note have not been registered under the Federal Securities Act of 1933, as amended (the "Securities 1933 Act"), or under the State Securities Laws, in reliance upon exemption from registration contained in those acts. Xxxxxx acknowledges that ILD's reliance upon such exemptions is based in part on the representations, warranties, and agreements of Xxxxxx contained in this Agreement. Xxxxxx acknowledges and agrees that it may not sell, transfer, assign or otherwise dispose of the Common Stock, the Series A Preferred Stock or the Junior Note unless there is in effect a registration statement under the 1933 Act and all applicable state securities laws covering such transfer or unless such transfer is exempt from the registration requirements of the 1933 Act and all applicable State Securities Laws. Xxxxxx further represents and warrants to ILD that ILD has made available to Xxxxxx, prior to the date hereof, the opportunity to ask questions of and to receive answers from representatives of ILD and Intellicall and to obtain any additional information to the extent ILD or Intellicall possesses such information or could acquire it without unreasonable effort or expense: (i) relative to ILD and an investment in the Common Stock, the Series A Preferred Stock and the Junior Note; and (ii) necessary to verify the accuracy of any information, documents, books or records furnished. All such materials and information requested by Xxxxxx, including any information requested to verify any information furnished, has been made available and examined. Xxxxxx further represents and warrants to ILD that Xxxxxx, together with such other persons, if any, with whom Xxxxxx has found it necessary to consult, has sufficient knowledge and experience in business and financial and business matters that enable it to evaluate ILD, and the merits and risks risk of an investment in the Common Stock, the Series A Preferred Shares Stock and Warrantsthe Junior Note, without need for the additional information which would be required to be included in a registration statement effective under the 1933 Act or any other applicable State Securities Laws. Xxxxxx further represents and warrants to ILD that Xxxxxx' investment in the Common Stock, the Series A Preferred Stock and the Junior Note shall be in accord with the nature and size of Xxxxxx' investments and net worth, and Xxxxxx is and shall be financially able to bear the economic risk of a loss of its entire investment therein and is prepared investment, including the ability to hold afford holding the Series A Preferred Shares Stock and the Warrants Junior Note for an indefinite period or to afford a complete loss of timeXxxxxx' investment therein. The Investor Xxxxxx has received sufficient liquid assets to pay the opportunity to ask questions, and has obtained fully purchase price of the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ Series A Preferred Stock and the terms Junior Note. It is further agreed and conditions understood by Xxxxxx that stop-transfer instructions will be noted on the appropriate records of ILD and that a restrictive legend shall be affixed to each Common Stock, the Series A Preferred Shares Stock 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 Junior Note purchased in accordance with the terms and conditions of such Rule andthis Agreement, further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, reading 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 ANY SECURITIES LAWS IN RELIANCE OF EXEMPTION(S) THEREFROM AND 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 UNLESS SUCH ACT OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER OR OTHER ASSIGNMENT SALE IS MADE IN COMPLIANCE WITH ALL FEDERAL AND APPLICABLE STATE SECURITIES LAWS. THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE HELD SUBJECT TO, AND THEIR TRANSFER IS RESTRICTED UNDER, THE TERMS OF A SHAREHOLDERS' AGREEMENT DATED AS SUPPORTED OF MAY , 1996 BY SUCH CERTIFICATIONSAND AMONG THE CORPORATION AND CERTAIN OF ITS SHAREHOLDERS, OPINIONS A COPY OF WHICH IS ON FILE AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE CORPORATION."

Investment Representation. The Investor is purchasing Preferred Shares and Warrants undersigned, (the “Holder”), intends to acquire shares of Common Stock (the “Common Stock”) of KFx Inc. (the “Company”) from the Company pursuant to this Agreement for its own account for investment only and not with the exercise or conversion of a view towards their distribution or resaleWarrant to Purchase Common Stock held by the Holder. The Investor represents that it is Company intends to issue the Common Stock to the Holder in a transaction not involving a public offering and pursuant to an "accredited" investor within the meaning of Rule 501 promulgated exemption from registration under the Securities Act of 1933, as amended (the "“Securities Act"”), has and applicable state securities laws. In connection with such knowledge purchase and experience in financial order to comply with the exemptions from registration relied upon by the Company, the Holder represents, warrants and business matters that enable it to evaluate agrees as follows: (a) The Holder is acquiring the merits and risks of investment in the Preferred Shares and WarrantsCommon Stock for its own account, is able to bear the economic risk of a loss of its entire investment therein and is prepared to hold the Preferred Shares for investment, and the Warrants for an indefinite period of time. The Investor has received the opportunity to ask questionsHolder shall not make any sale, 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 transfer or other disposition of the Preferred Shares and the Warrants. The Investor has received all Common Stock in violation of the information regarding Holdco, VANTAS and Old HQ that it Securities Act or the rules promulgated thereunder or in violation of any applicable state securities law. (b) The Holder has requested. FCG has informed the Investor been advised that the Preferred Shares and the Warrants have Common Stock has not been registered under the Securities Act or state securities laws on the ground that this transaction is exempt from registration, and may not that reliance by the Company on such exemptions is predicated in part on the Holder’s representations set forth herein. (c) The Holder has been informed that under the Securities Act, the Common Stock 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 it is subsequently registered under the Securities Act can be made only in accordance or unless an exemption from such registration (such as Rule 144) is available with the terms and conditions of such Rule and, further, that in case such Rule is not applicable respect to any sale proposed transfer or disposition by the Holder of Preferred Shares and Warrantsthe Common Stock. The Holder further agrees that the Company may refuse to permit the Holder to sell, transfer or dispose of the Common Stock (except as applicable, resale thereof may require compliance with some other exemption permitted under Rule 144) unless there is in effect a registration statement under the Securities Act prior and any applicable state securities laws covering such transfer, or unless the Holder furnishes an opinion of counsel reasonably satisfactory to resalecounsel for the Company to the effect that such registration is not required. FCG has informed The Holder also understands and agrees that there will be placed on the Investor certificate(s) for the Common Stock or any substitutions therefor, a legend stating in substance: “The securities represented by this certificate have not been registered or qualified under the Securities Act of 1933, as amended, or any state securities laws and thus may not be transferred unless restricted or qualified under that certificates representing act or such laws or unless, in the Preferred Shares opinion of counsel reasonably satisfactory to the issues, registration or qualification is not required.” FOR VALUE RECEIVED, the foregoing Warrant to Purchase Common Stock and Warrants issued pursuant all rights evidenced thereby are hereby assigned to whose address is Dated: , Holder’s Signature: Holder’s Address: THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this Agreement bear “Agreement”) is made as of July 19, 2002, by and among KFx Inc., a Delaware corporation (the “Company”), and the Investors listed on Schedule A hereto (each of whom is herein called individually, an “Investor” and all of whom are herein called, collectively, the “Investors”), with reference to 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."facts:

Investment Representation. The Investor Shareholder is purchasing Preferred acquiring the Parent Shares and Warrants pursuant to this Agreement for its or his own account for investment only purposes and not with for the purpose of effecting a view towards their distribution or resaledistribution. The Investor represents that it is an Other than the Company Shareholders listed on Schedule 5.29, the Shareholder and each other person receiving shares of Parent Common Stock are "accreditedaccredited investors" investor within the meaning of Rule 501 Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"), has and have such knowledge and experience in business and financial and business matters that enable it to evaluate each such person are capable of evaluating the merits and risks of investment in the Preferred Shares and Warrants, is able to bear acquisition of the economic risk Parent Shares. Each of a loss of its entire investment therein and is prepared to hold the Preferred Shares Companies and the Warrants Shareholder have been provided with copies of the Parent's annual report on Form 10-KSB for an indefinite period the year ended December 31, 1996 and the proxy statement submitted to the shareholders of timethe Parent in connection with its annual meeting of shareholders to be held on May 21, 1997. The Investor Each of the Companies and the Shareholder have been afforded the opportunity to review, and has received in fact reviewed, any and all information concerning the Parent that he or it has sought to review prior to making its decision to accept the Parent Shares, and has had the opportunity to ask questionsquestions of the Parent and the management of the Parent concerning the Parent, and has obtained the related answers, regarding the its business, financial condition and results of operations and financial condition, and all such questions have been answered to the full satisfaction of Holdco, VANTAS and Old HQ each of the Companies and the terms and conditions Shareholder; provided, that such investigation shall not relieve the Parent or the Merger Sub of the Preferred Shares and the Warrantsits obligations under this 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 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 certificate(s) representing the Preferred Parent Shares and Warrants issued pursuant to this Agreement bear will be contain the following legend: "THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE TEXAS SECURITIES ACT OR THE OKLAHOMA SECURITIES ACT. SUCH SECURITIES NEITHER THE RECORD NOR THE BENEFICIAL OWNERSHIP OF SAID SHARES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SAID SHARES UNDER SAID ACTS AND ANY OTHER APPLICABLE STATE SECURITIES LAWS OR RULES UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACTS ARE AVAILABLE WITH RESPECT THERETO UNDER TO SUCH ACT SALE OR AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER AND SAID SALE OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS TRANSFER IS MADE PURSUANT TO AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED IN STRICT COMPLIANCE WITH THE TERMS AND ACCEPTABLE TO THE CORPORATIONCONDITIONS OF SAID EXEMPTIONS."

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 Purchaser is purchasing Preferred acquiring the Shares and Warrants pursuant to this Agreement be received by Purchaser upon consummation of the transactions contemplated herein 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. Purchaser agrees that it will not sell or transfer such Shares, except in accordance with the terms of the legend set forth below. Purchaser is aware that the Shares 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 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 Purchaser is aware that it will not be readily able to liquidate its Shares. Purchaser understands and agrees that the Investor Shares to be received by Purchaser will bear a legend 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 SHARES 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 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 Holder acknowledges that this C Warrant Agreement, as well as, the C Warrant Shares for which this C 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 C Warrant Agreement and will acquire the C 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 C 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 C 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 C Warrant Agreement or the C 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 C Warrant Shares for which the Investor that certificates representing the Preferred Shares and Warrants issued pursuant to this C 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 All shares of Series A Preferred Shares Stock issued in accordance with the terms hereof (including Parent Common Stock issuable upon conversion of Series A Preferred Stock) 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 Series A Preferred Stock issued in accordance with the terms hereof (including Parent Common Stock issuable upon conversion of Series A Preferred Stock) will contain the appropriate restrictive legends, and the Parent shall issue appropriate stop-transfer instructions to the Exchange Agent with respect to such shares of Series A Preferred Stock (including Parent Common Stock issuable upon conversion of Series A Preferred 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 and Company Preferred Stock whose shares were converted into the right to receive shares of Series A Preferred 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 and Company Preferred 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 Series A Preferred Stock (including Parent Common Stock issuable upon conversion of Series A Preferred Stock) 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 shares of Series A Preferred Stock (including Parent Common Stock issuable upon conversion of Series A Preferred Stock). (c) Each holder understands that shares of Series A Preferred Stock (including Parent Common Stock issuable upon conversion of Series A Preferred Stock) are not registered under the Securities Act, that the issuance of shares of Series A Preferred Stock (including Parent Common Stock issuable upon conversion of Series A Preferred Stock) is intended to be exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that Parent's reliance on such exemption is predicated on the holder's representations set forth herein. Each holder represents and warrants that: (i) he is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D under the Act, (ii) he can bear the economic risk of his respective investments, and (iii) 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 Series A Preferred Stock (including Parent Common Stock issuable upon conversion of Series A Preferred Stock). (d) Holders acknowledge that neither the SEC, 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 evaluate an investment in shares of Series A Preferred Shares and WarrantsStock (including Parent Common Stock issuable upon conversion of Series A Preferred 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 Parent and the Warrants for an indefinite period issuance of time. The Investor shares of Series A Preferred Stock hereunder (including Parent Common Stock issuable upon conversion of Series A Preferred Stock), and each holder has received been afforded the opportunity to ask questionsquestions of Parent'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 Parent 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 holders has relied in making an exchange of his shares of Series A Preferred Shares and the Warrants. The Investor has received all Stock. (f) Each holder understands that shares of the information regarding Holdco, VANTAS and Old HQ that it has requested. FCG has informed the Investor that the Series A Preferred Shares and the Warrants have not been registered under the Securities Act and Stock (including Parent Common Stock issuable upon conversion of Series A Preferred Stock) may not be sold, transferred transferred, or otherwise assigned absent such disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering shares of Series A Preferred Stock (including Parent Common Stock issuable upon conversion of Series A Preferred Stock) or any available exemption from registration under the Securities Act, the shares of Series A Preferred Stock (including Parent Common Stock issuable upon conversion of Series A Preferred Stock) may have to be held indefinitely. FCG has also informed the Investor Each holder further acknowledges that any routine sale shares of Series A Preferred Shares and Warrants made in reliance Stock (including Parent Common Stock issuable upon conversion of Series A Preferred Stock) may not be sold pursuant to Rule 144 promulgated under the Securities Act can be made only in accordance unless all of the conditions of Rule 144 are satisfied (including, without limitation, Parent's compliance 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 reporting requirements under the Securities Act prior to resale. FCG has informed Exchange Act). (g) 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 Registered Holder by accepting this Warrant represents that the Warrant is purchasing Preferred Shares and Warrants pursuant to this Agreement acquired for its the Registered Holder's own account for investment only purposes and not with a view towards their to any offering or distribution thereof and that the Registered Holder has no present intention of selling or resaleotherwise disposing of the Warrant or the underlying shares of Stock upon exercise, and the Registered Holder will confirm, in respect of securities obtained upon such exercise, that it is acquiring such securities for its own account and not with a view to any offering or distribution in violation of applicable securities laws. The Investor Registered Holder further represents that it is will not sell or otherwise dispose of the Warrant or the underlying shares of Stock in the absence of an "accredited" investor within the meaning of Rule 501 promulgated effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), has covering such knowledge and experience in financial and business matters securities, or an opinion of counsel for the Registered Holder hereof reasonably acceptable to the Company, or such other evidence as may be reasonably acceptable to the Company, that enable it no such registration is required. The Registered Holder further agrees that the Company may affix to evaluate the merits and risks certificate(s) evidencing the Stock of investment the Company which may be issued upon the exercise of this Warrant a legend in the Preferred Shares and Warrantsform set forth below: THE SHARE OR SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, 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 TRANSFERRED OR ASSIGNED EXCEPT (i) PURSUANT TO A REGISTRATION THEREOF UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED (ii) UPON DELIVERY TO THE COMPANY OF THE WRITTEN OPINION OF COUNSEL FOR SALETHE HEREON-NAMED OWNER, 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 WHICH OPINION IS REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONCOMPANY, OR SUCH OTHER EVIDENCE AS MAY BE REASONABLY ACCEPTABLE TO THE COMPANY, THAT THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT SUCH REGISTRATION."

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 (a) Seller acknowledges that the TLL Shares constitute securities under the Securities Act of 1933, as amended, and the applicable state securities laws and that Buyer is purchasing Preferred relying on Seller’s representations contained in this Section 5.27 in effecting the issuance of the TLL Shares. Seller further acknowledges that the TLL Shares and Warrants are being issued to Seller under an exemption from registration 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 Section 4(2) of Rule 501 promulgated under the Securities Act of 1933, as amended (the "“Securities Act"), ”) in reliance upon the representations and warranties of Seller contained in this Agreement and the restrictions on transfer provided for herein. (b) Seller is an “accredited investor” as such term is defined under Regulation D promulgated under the Securities Act and has such knowledge and experience in financial and business matters that Seller is capable of evaluating the merits and risks of its acquisition of the TLL Shares. (c) Seller has had access to and an opportunity to inspect all relevant information relating to Buyer, including Buyer’s public filings, sufficient to enable it Seller to evaluate the merits and risks of investment in its acquisition of the Preferred Shares TLL Shares. Seller hereby acknowledges that it has been given reasonable opportunity to meet with officers of the Buyer for the purpose of asking questions of such officers concerning the business and Warrants, is able operations of the Buyer and all such questions have been answered to its satisfaction. Seller has also been given an opportunity to obtain any additional relevant information to the extent reasonably available to Buyer. (d) Seller has (i) the financial ability to bear the economic risk of its investment in the TLL Shares, including a possible loss of the entire amount of such investment, (ii) adequate means for providing for its current and future needs and contingencies notwithstanding (1) its investment in the TLL Shares, (2) the unavailability of any tax, financial or other benefits from its investment in or ownership of the TLL Shares or (3) the complete loss of its entire investment therein and is prepared to hold in the Preferred TLL Shares and (iii) no need for liquidity with respect to its investment in the Warrants for an indefinite period of time. The Investor TLL Shares. (e) Seller has received been informed and understands that: (i) 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 TLL 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 or under applicable state securities laws and may not only be sold, transferred encumbered or otherwise assigned absent such registration or transferred by Seller in a transaction that complies with applicable federal and state securities laws and (ii) with the exception of Buyer’s obligations under the Registration Rights Agreement, Buyer will not be under any obligation to assist Seller in obtaining an exemption therefromfrom registration under applicable federal and state securities laws in the event of any proposed re-sale or other transfer by Seller of any of the TLL Shares. (f) The TLL Shares are being acquired for investment for Seller’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof, and Seller has no present intention of selling or otherwise distributing the same. FCG has also informed Seller understands that the Investor TLL Shares are “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Buyer in a transaction not involving a public offering and that any routine sale of Preferred Shares under such laws and Warrants made in reliance upon Rule 144 promulgated applicable regulations such securities may be resold without registration under the Securities Act can be made only in accordance with certain limited circumstances. Seller understands that it cannot make any disposition of all or any portion of the terms and conditions of such Rule and, further, that TLL Shares unless there is then 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 effect a registration statement under the Securities Act prior covering such proposed distribution and such distribution is made in accord with such registration statement, or Seller shall have notified the Buyer of the proposed disposition, shall have furnished the Buyer with the statement of the circumstances surrounding the proposed disposition, and shall have furnished the Buyer with an opinion of counsel, reasonably satisfactory to resalethe Buyer, that such disposition will not require registration of such TLL Shares under the Securities Act. FCG has informed Seller understands that the Investor that certificates representing for the Preferred TLL 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 CORPORATIONappropriate restrictive legends."

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. 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 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 WarrantsCorporation, 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) it is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act or is note a U.S. Person as that term is defined in Regulation S 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 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 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 AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OFFERED, SOLD, TRANSFERRED, PLEDGED OR OFFERED FOR SALE, TRANSFERRED OR OTHERWISE ASSIGNED HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO FOR SUCH SECURITIES UNDER SUCH THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION FOR SUCH SALE, OFFER, IS AVAILABLE. 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 1998 SERIES B-3 NOTE AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED WARRANT PURCHASE AGREEMENT BETWEEN THE CORPORATION AND ACCEPTABLE TO THE CORPORATIONORIGINAL HOLDER HEREOF."

Investment Representation. The Investor is purchasing Preferred Shares Seller hereby represents, warrants and Warrants pursuant to this Agreement for its own account covenants that (i) the Securities are being acquired 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 thereof; (ii) Seller has had such opportunity as Seller has deemed adequate to obtain from representatives of Buyer such information as 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 necessary to permit Seller to evaluate the merits and risks of its investment in the Preferred Shares and Warrants, Buyer; (iii) Seller 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 holding such Securities for an indefinite period period; (iv) Seller understands that the Securities will not be registered under the Act and will be "restricted securities" within the meaning of time. The Investor has received Rule 144 under the opportunity to ask questionsAct and that the exemption from registration under Rule 144 will not be available for at least one year from the date of issuance, and has obtained even then will not be available unless a public market then exists for the related answersShares, regarding adequate information concerning Purchaser is then available to the businesspublic, financial condition and results of operations of Holdco, VANTAS and Old HQ and the other 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 are complied with; and (v) the Securities Act can be made only in accordance with the terms Convertible Note 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 all stock certificates representing the Preferred Shares (and Warrants the Common Stock issuable upon conversion of the Shares), if any, issued pursuant to this Agreement bear Seller may have affixed thereto a legend substantially in the following legendform: "THESE SECURITIES HAVE NOT BEEN REGISTERED AND WILL BE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES AMENDED ("THE ACT"), AND MAY NOT BE SOLD OR SOLD, OFFERED FOR SALE, TRANSFERRED TRANSFERRED, PLEDGED OR OTHERWISE ASSIGNED IN HYPOTHECATED WITHOUT REGISTRATION UNDER THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR UNLESS EITHER (A) THE COMPANY HAS RECEIVED AN EXEMPTION FROM REGISTRATION FOR SUCH SALEOPINION OF COUNSEL, OFFER, TRANSFER OR OTHER ASSIGNMENT AS SUPPORTED BY SUCH CERTIFICATIONS, OPINIONS IN FORM AND OTHER DOCUMENTATION, IF ANY, AS ARE SUBSTANCE REASONABLY REQUESTED AND ACCEPTABLE SATISFACTORY TO THE CORPORATIONCOMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION OR (B) THE SALE OF SUCH SECURITIES IS MADE PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 144."

Investment Representation. (a) The Investor is purchasing Purchaser of the ------------------------- Series A Convertible Preferred Shares Stock and of the Replacement Warrants pursuant to this Agreement for its own account for investment only hereby acknowledges that the Series A Convertible Preferred Stock and the Replacement Warrants 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 of 1933, as amended (the "Securities Act"), has such knowledge ) or (ii) under any applicable state securities law; and experience that the Company's reliance on the Section 4(2) exemption of the Act and 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 Agreement. (b) The Purchaser will not sell or transfer all or any part of the Series A Convertible Preferred Shares Stock or Replacement Warrants unless and Warrantsuntil he shall first have given notice to the Company describing such sale or transfer and, if reasonably 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 Securities and Exchange 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 Act. The Purchaser acknowledges that the Series A Convertible Preferred Shares Stock and the Replacement Warrants for an indefinite period of time. The Investor has received (and upon any conversion or exercise thereof, 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 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 ON 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 Series A Convertible Preferred Stock or the Replacement Warrants on its books should a Purchaser attempt to transfer the Series A Convertible Preferred Stock or the Replacement Warrants otherwise than in compliance with this Section 3.1. ----------- (d) The Purchaser has adequate means of providing for his current needs and possible personal contingencies, he anticipates no need now or in the foreseeable future to sell the Series A Convertible Preferred Stock or the Replacement Warrants (or upon any exercise thereof, the Common Stock) which he is purchasing and he can afford the loss of his entire investment in the Company. (e) The Purchaser has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of investment in the Company and of making an informed investment decision. (f) The Purchaser confirms that all documents, records and books pertaining to his proposed investment in the Company have been made available to him. 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. (g) 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 (including the Exhibits hereto) 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 own tax adviser concerning any tax matters relating to this investment. (h) The Securities that the Purchaser is acquiring will be acquired for his own account for investment. The Purchaser intends to hold the Series A Convertible Preferred Stock and the Replacement Warrants (and upon any conversion or exercise thereof, the Conversion Stock) indefinitely and, subject to his rights under the Registration Rights Agreement, he is not purchasing such Securities with a view toward distribution in a manner which would require registration under the Securities Act, and he does not presently have any reasons to anticipate any change in his circumstances or other particular occasion or event which would cause him to sell, the Series A Convertible Preferred Stock and the Replacement Warrants (or upon any conversion or exercise thereof, the Conversion Stock) which he is purchasing hereunder, subject, nevertheless, to any requirement of law that the disposition of his property shall at all times be within his control. (i) The Purchaser acknowledges that it has been called to his attention by those individuals with whom he has dealt in connection with his investment in the Company that his investment in the Company involves a high degree of risk. (j) The Purchaser has received no representations or warranties from the Company other than those contained herein (including the Schedules and Exhibits hereto) or otherwise furnished in writing and signed by the Company. (k) The Purchaser, if a corporation, partnership, trust or other form of business entity: is authorized and otherwise duly qualified to purchase and hold the Securities and to enter into this Agreement and the Exhibits hereto to which it is a signatory; represents that the purchase of the Securities will not result in a breach of or violation of the terms or provisions of, or constitute a default under, the certificate of incorporation, by-laws, or other charter document of such entity or any indenture or other agreement or instrument by which the entity or its property is bound, or violate any applicable law, administrative regulation, or court decree; and represents that such entity has its principal place of business as set forth on its signature page and that such entity has not been formed for the specific purpose of acquiring the Securities. If the Purchaser is one of the aforementioned entities, it shall supply any additional written information that reasonably may be required by the Company. (l) All of the information that the Purchaser has heretofore furnished or which is set forth in this Agreement and the Schedules and Exhibits hereto with respect to his financial position and business status is correct and complete in all material respects as of the date of this Agreement and, if there should be any material and adverse change in such information prior to the Closing, the Purchaser will promptly furnish the revised or corrected information to the Company.

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 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 CAC represents and warrants to Reading ------------------------- Entertainment that the shares of Reading Entertainment Series A Preferred Shares and Warrants Stock to be received by CAC pursuant to this Agreement for its own account Section 2.3 hereof and any shares of Reading Entertainment Common Stock received upon conversion of said shares are being or will be acquired for investment only and not with a view towards their to the sale or 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 questionsany part thereof, 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 requestedno present intention of selling, granting participation in or otherwise distributing the same in a transaction which would result in a violation of the Securities Act. FCG has informed Citadel and CAC further represent that there is no 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 the Investor shares of Reading Entertainment Series A Preferred Stock being acquired pursuant to Section 2.3 hereof. CAC understands that the Preferred Shares shares being acquired by it hereunder and the Warrants shares of Reading Entertainment Common Stock received upon any conversion thereof 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 Series A 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 A 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." 14. 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 (a) Each Shareholder is purchasing Preferred Shares and Warrants pursuant acquiring any shares of Parent Common Stock issued to this Agreement such Shareholder as merger consideration for its such Shareholder’s own account for investment only and not with a view towards their to, or for sale in connection with, any distribution or resalethereof. The Investor represents that it Each Shareholder is an "accredited" investor within the meaning “accredited investor” as that term is defined in Rule 501(a) of Rule 501 promulgated Regulation D under the Securities Act and was not organized for the specific purpose of 1933, as amended acquiring the Parent Common Stock. Each Shareholder (the "Securities Act"), either alone or together with such Shareholder’s advisors) has such sufficient knowledge and experience in financial and business matters that enable it so as to evaluate be capable of evaluating the merits and risks of such Shareholder’s investment in the Preferred Shares Parent Common Stock and Warrants, is able to bear capable of bearing the economic risk risks of a loss of such investment. (b) Each Shareholder and 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 advisers have been afforded the opportunity to ask questionsquestions of Parent’s management concerning Parent and Parent Common Stock. Each Shareholder has been provided with copies of, and has obtained carefully reviewed, the related answers, regarding the business, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions Parent SEC Documents. Each Shareholder understands that no governmental entity has 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 Parent Common Stock. (c) Each Shareholder acknowledges that the Preferred Shares Parent Common Stock issued to such Shareholder as merger consideration in connection with this Agreement has not been, and the Warrants have will not been be, registered under the Securities Act or any state securities laws, and may not that the offering of the Parent Common Stock contemplated hereby is to be soldeffected pursuant to an exemption from the registration requirements imposed by such laws. Each Shareholder is familiar with Rule 144 promulgated pursuant to the Securities Act and understands the resale limitations imposed thereby and by the Securities Act. Each Shareholder understands that the Parent Common Stock is characterized as “restricted securities” under applicable U.S. federal and state securities laws and that, transferred pursuant to these laws, such Shareholder must hold shares of Parent Common Stock indefinitely unless they are registered with the SEC or otherwise assigned absent such registration qualified by state authorities, or an exemption therefromfrom such registration and qualification requirements is available. FCG has Each Shareholder also informed acknowledges and agrees that Parent is under no obligation to register any of the Investor Parent Common Stock issued in connection with this Agreement. (d) Each Shareholder acknowledges and agrees that any routine sale of Preferred Shares and Warrants made the certificates evidencing the Parent Common Stock issued in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance connection 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 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 CORPORATIONlegend set forth in Section 1.11 hereof."

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 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 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 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 Selling Stockholder possesses such knowledge and experience in financial and business matters that enable it to evaluate the Selling Stockholder is capable of evaluating the merits and risks of investment in the Preferred Shares portion of the Merger Consideration consisting of shares of iTurf Common Stock 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 timecontingent rights. 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 Selling Stockholder is fully aware of the Preferred Shares and the Warrantsrestrictions on resale of such shares pursuant to applicable securities laws prior to registration thereof. The Investor has received all Selling Stockholder is acquiring the shares of iTurf Common Stock for investment purposes and not with a view to or in connection with a distribution within the meaning of the information regarding HoldcoSecurities Act, 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 except pursuant to an effective registration statement or an exemption therefrom. FCG has also informed The Selling Stockholder understands and acknowledges that the Investor that any routine sale shares of Preferred Shares iTurf Common Stock included in the Merger Consideration and Warrants made in reliance upon Rule 144 promulgated contingent rights will not be registered for issuance to the Selling Stockholder under the Securities Act can in reliance upon an exemption from the registration requirements thereof, and that such shares will not be made only registered or qualified under the securities or Blue Sky laws of any other jurisdiction for issuance to the Selling Stockholder. The Selling Stockholder understands and acknowledges that the availability of such exemption is based, in accordance with part, upon the Selling Stockholder's representations in this Section. The Selling Stockholder has also been afforded an opportunity to ask questions of iTurf and its senior management regarding iTurf and the terms of the transactions contemplated by this First Amendment and conditions have been given all information as has been requested by the Selling Stockholder in order to evaluate fully the merits and risks of such Rule and, further, that in case such Rule is not applicable to any sale the Merger Consideration. The Selling Stockholder has received a copy of Preferred Shares and Warrants, each of the SEC Reports (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 CORPORATIONdefined below)."

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 Seller’s financial situation is purchasing Preferred Shares such that the Seller can afford to bear the economic risk of holding the EOC Common Units, Endeavor Manager Units, Pubco Class A Common Stock, Pubco Class X Common Stock and/or Pubco Class Y Common Stock, as applicable (the “Acquired Securities”), for an indefinite period of time, has adequate means for providing for the Seller’s needs and Warrants pursuant contingencies, and can afford to this Agreement for its own account for suffer a complete loss of the Seller’s investment only and not with a view towards their distribution or resalein the Acquired Securities. 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 Seller’s knowledge and experience in financial and business matters are such that enable it to evaluate the Seller is capable of evaluating the merits and risks of the investment in the Preferred Shares and Warrants, Acquired Securities. The Seller understands that an investment in the Acquired Securities is able to bear the economic a speculative investment which involves a high degree of risk of a loss of its entire the Seller’s investment therein therein, there are substantial restrictions on the transferability of the Acquired Securities and, on the Closing Date and is prepared to hold the Preferred Shares and the Warrants for an indefinite period following such date, there may be no public market for the Acquired Securities and, accordingly, it may not be possible for the Seller to liquidate the Seller’s investment in case of timeemergency, if at all. The Investor Seller has received been given the opportunity to examine all documents and to ask questionsquestions of, and has obtained to receive answers from the related answersEndeavor Parties concerning the Endeavor Parties and their subsidiaries, regarding the businessas applicable, financial condition and results of operations of Holdco, VANTAS and Old HQ and the terms and conditions of the Preferred Shares and acquisition of the WarrantsAcquired Securities. The Investor has received all Seller will be acquiring the Acquired Securities for its own account with the present intention of holding such securities for investment purposes and not with a view to, or for resale in connection with, the distribution thereof in violation of applicable federal, state or provincial securities Laws. The Seller acknowledges that the issuance of the information regarding Holdco, VANTAS and Old HQ that it Acquired Securities hereunder has requested. FCG has informed the Investor that the Preferred Shares and the Warrants have not been registered under the Securities Act or any state securities Laws, and that the Acquired Securities acquired hereunder may not be sold, transferred transferred, offered for sale, pledged, hypothecated 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 and conditions of such Rule andAct, further, that in case such Rule is not applicable pursuant to any sale of Preferred Shares and Warrants, as applicable, resale thereof may require compliance with some other an exemption under from the Securities Act prior or in a transaction not subject thereto. Notwithstanding anything herein to resale. FCG has informed the Investor that certificates representing contrary, the Preferred Shares representations and Warrants issued pursuant warranties contained in this Section 6.5 shall not apply 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 CORPORATIONUFC Co-Invest."

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 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. (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. 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 Seller is, and on the date that it is purchasing Preferred Shares to receive each of the Closing Date Equity Consideration and Warrants pursuant the Deferred Consideration will be, an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act. On the date that the Seller is to this Agreement receive the Closing Date Equity Consideration or the Deferred Consideration, it will receive the Closing Date Equity Consideration or the Deferred Consideration, as applicable, for its own account with the then-present intention of holding the Purchaser Common Units and shares of Parent Class C Common Stock constituting the Closing Date Equity Consideration or the Deferred Consideration, as applicable, for investment only purposes and not with a view towards their distribution to, or resalefor sale in connection with, any distribution. 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"), Seller has such knowledge knowledge, sophistication and experience in financial and business matters that enable it to evaluate is capable of evaluating the merits and risks of an investment in the Preferred Shares Purchaser Common Units and Warrants, shares of Parent Class C Common Stock to be issued hereunder and is able to bear the economic risk of a loss such investment. With the assistance of the Seller’s own professional advisors, to the extent that the Seller has deemed appropriate, the Seller has made its entire own legal, tax, accounting and financial evaluation of the merits and risks of an investment therein in the Purchaser Common Units and is prepared to hold the Preferred Shares Parent Class C Common Stock and the Warrants for an indefinite period of time. The Investor has received the been provided reasonable opportunity to ask questionsquestions of and receive answers from representatives of the Purchaser and the Parent regarding the business and operations of the Purchaser and the Parent. The Seller acknowledges that the Purchaser, the Parent and has obtained their respective Affiliates, officers and directors may possess material non-public information not known to the related answersSeller regarding or relating to the Purchaser and the Parent, regarding as applicable, including without limitation information concerning the business, financial condition and condition, results of operations or prospects of Holdcothe Purchaser and the Parent. The Seller confirms that it is not relying on any communication (written or oral) of the Purchaser or any of its Affiliates or representatives, VANTAS as investment or tax advice or as a recommendation to acquire any Purchaser Common Units or Parent Class C Common Stock. It is understood that information and Old HQ and explanations related to the terms and conditions of the Preferred Shares securities provided in this Agreement or otherwise by the Purchaser or any of its Affiliates or representatives will not be considered investment or tax advice or a recommendation to acquire the Purchaser Common Units or shares of Parent Class C Common Stock, and that neither the Purchaser nor any of its Affiliates or its or their respective representatives is acting or has acted as an advisor to the Seller with respect to its decision to acquire the Purchaser Common Units and shares of Parent Class C Common Stock. The Seller has reviewed with its tax advisor the U.S. federal, state, local, foreign and other tax consequences of the transactions contemplated by this Agreement, and the WarrantsSeller acknowledges and agrees that none of the Purchaser or its Affiliates or its or their respective representatives are not making any representation or warranty as to the U.S. federal, state, local, foreign or other tax consequences to the Seller as a result of the Transactions. The Investor has received all Seller understands that it will be responsible for its own Tax liability that may arise as a result of the information regarding HoldcoTransactions. In accepting the Purchaser Common Units and shares of Parent Class C Common Stock issuable hereunder, VANTAS the Seller has relied solely on its own investigation and Old HQ analysis and made its own independent decision that it has requested. FCG has informed an investment in such Purchaser Common Units and shares of Parent Class C Common Stock is suitable and appropriate for 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 CORPORATIONSeller."

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. The Investor is purchasing Preferred Shares All shares of Eneco 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 Eneco Common Stock issued in accordance with the terms hereof will contain the appropriate restrictive legends, and Eneco shall issue appropriate stop-transfer instructions to the Exchange Agent with respect to such shares of Eneco Common Stock. 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 Eneco 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 Eneco 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 Eneco Common Stock. (c) Each holder understands that shares of Eneco Common Stock are not registered under the Securities Act, that the issuance of shares of Eneco 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 Eneco'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 Eneco 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 Eneco 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 Eneco and the Warrants for an indefinite period issuance of time. The Investor shares of Eneco Common Stock hereunder, and each holder has received been afforded the opportunity to ask questionsquestions of Eneco'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 Eneco 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 Eneco 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 Eneco 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 Eneco Common Stock or any available exemption from registration under the Securities Act, the shares of Eneco 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 Eneco 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 Eneco 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 (a) In accordance with the provisions of the Lock-Up Agreement and the Registration Rights Agreement, Coty is purchasing Preferred Shares and Warrants pursuant to this Agreement acquiring the shares of Ascendia Brands Common Stock payable hereunder for investment 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. The Investor represents that In receiving such shares, it is not offering or selling, and will not offer and sell, for the Purchaser Guarantor in connection with any distribution of such shares, and it does not have any contract, undertaking, agreement or arrangement with any Person for the distribution of such shares and will not participate in any undertaking or in any underwriting of such an "accredited" investor within undertaking except in compliance with applicable law. (b) Coty has been afforded access to information about the meaning Purchaser Guarantor and the Purchaser Guarantor’s financial position, results of Rule 501 promulgated operations, business, property and management sufficient to enable it to evaluate an investment in the shares of Ascendia Brands Common Stock payable hereunder, and has had the opportunity to ask questions of and has received satisfactory answers from the Purchaser Guarantor concerning the foregoing matters. (c) Coty acknowledges that the certificates representing the shares of Ascendia Brands Common Stock to be issued hereunder will bear a restrictive legend substantially similar to the following: “The Shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (amended, or the "Securities Act")securities laws of any jurisdiction within the United States, 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 soldoffered, transferred sold or otherwise assigned absent transferred, pledged or hypothecated unless and until such shares are registered under such Act or an opinion of counsel reasonably satisfactory to Ascendia Brands, Inc. is obtained to the effect that such registration or an exemption therefromis not required. FCG has also informed the Investor that any routine sale of Preferred The Shares and Warrants made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with represented by this certificate are further subject to the terms of that certain Lock-Up Agreement dated as of January ___, 2007 between the certificate holder and conditions Ascendia Brands, Inc., a copy of such Rule andwhich may be obtained from Ascendia Brands, furtherInc.” (d) Neither Coty nor its Affiliates (i) owns any shares of Ascendia Brands Common Stock, that in case such Rule is not applicable and (ii) other than the Ascendia Brands Common Stock issuable to any sale Coty pursuant to Section 3.2(d) or upon conversion of Preferred Shares and Warrantsthe Note or the Earn-Out Note, as if applicable, resale thereof may require compliance with some other exemption under the Securities Act prior has any right or option 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 CORPORATIONacquire any such shares."

Investment Representation. The Investor Such Stockholder represents that it is purchasing Preferred Shares and Warrants pursuant to this Agreement acquiring the Merger Consideration for its own account for investment only and not with a view towards their the distribution or resale. The Investor represents that it is an "accredited" investor within resale (except in compliance with applicable securities laws) and agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of, or offer to dispose of, the meaning of Rule 501 promulgated Merger Consideration unless the Merger Consideration has been registered under the Securities Act of 1933, as amended (the "Securities Act"), has ) and applicable state securities laws or such knowledge and experience in financial and business matters registration is not required. Such Stockholder understands 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 any sale 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 Merger Consideration made in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance with the terms and conditions of such said Rule and, and further, that in case such Rule is not applicable to any sale of Preferred Shares and Warrants, as applicablethe Merger Consideration, resale thereof may require compliance with some other another exemption under the Securities Act prior to resale. FCG has informed the Investor Such Stockholder understands and acknowledges that certificates representing the Preferred Shares and Warrants Merger Consideration 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 ACCEPTABLE TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER TRANSFER, HYPOTHECATION OR OTHER ASSIGNMENT IS AVAILABLE UNDER SUCH ACT. THE SECURITIES REPRESENTED HEREBY ARE HELD SUBJECT TO AN AGREEMENT AND PLAN OF MERGER DATED AS SUPPORTED BY OF JUNE 17, 1999, WHICH PROVIDES FOR CANCELLATION OF SUCH CERTIFICATIONS, OPINIONS AND OTHER DOCUMENTATION, IF ANY, AS ARE REASONABLY REQUESTED AND ACCEPTABLE TO THE CORPORATIONSECURITIES IN CERTAIN EVENTS."

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. The Investor is purchasing Preferred (a) Seller acknowledges that the Shares are not registered under the securities laws of any jurisdiction and Warrants pursuant to this Agreement that each of Green, Kurson, Xxxxxx and Michaels are acquiring the Shares for its their own account for investment only accounts, and not with a view towards to distribution thereof. Each of Green, Kurson, Xxxxxx and Michaels is a sophisticated investor with knowledge and experience in financial matters and has received information from the Purchaser concerning the Purchaser and has had the opportunity to obtain additional information in order to evaluate the Shares. (b) Seller is not relying on the Purchaser respecting the tax and other economic considerations of the Shares, and Seller has relied on the advice of, or has consulted with, only its own advisors. Seller and its advisors have had the opportunity to obtain any additional information necessary to verify the accuracy of and update where necessary the information contained in all documents received or reviewed in connection with the Shares and have had the opportunity to meet with representatives of the Purchaser and to have them answer any questions and provide additional information regarding the finances, operations, business and prospects of the Purchaser deemed relevant by Seller and its advisors and all such questions have been answered and requested information provided to their distribution or resale. The Investor represents full satisfaction. (c) Seller understands that it is an "accredited" investor within may bear the meaning economic risk of Rule 501 promulgated the Shares indefinitely because none of the Shares acquired by Seller hereunder may be sold, hypothecated or otherwise disposed of unless subsequently 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. 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 applicable state securities laws or an exemption therefrom. FCG has also informed from such registration is available. (d) Seller understands that the Investor Purchaser is relying on Seller's representations and warranties contained herein in issuing the Shares to Seller and confirms that any routine sale such representations and warranties may be relied upon by the Purchaser in determining the availability of Preferred Shares an exemption from registration under Federal and Warrants made state securities laws in reliance upon Rule 144 promulgated under the Securities Act can be made only in accordance connection with the terms and conditions issuance of such Rule and, further, that in case such Rule is not applicable the Shares 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 CORPORATIONSeller."

Investment Representation. The Investor RDI represents that it is purchasing Preferred acquiring the STC Shares and Warrants pursuant to this Agreement for its own account Warrants, as the case may be (collectively the "STC Securities"), for investment only and not with a view towards their to any distribution or resale. The Investor represents that it is thereof except pursuant to an "accredited" investor within the meaning of Rule 501 promulgated effective registration statement under the Securities Act of 1933, as amended amended, (hereinafter referred to as the "Securities Act"), has such knowledge and experience in financial and business matters . RDI agrees that enable it to evaluate shall not dispose of any of the merits and risks STC Securities without compliance with the registration requirements of investment the Securities Act unless in the Preferred Shares and Warrantsopinion of counsel for STC, is able to bear such disposition may be made without registration. RDI understands that (i) the economic risk of a loss of its entire investment therein and is prepared to hold STC Securities must be held indefinitely unless 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 same are registered under the Securities Act and may not be sold, transferred or otherwise assigned absent such registration at the time of their disposition or an exemption therefrom. FCG has also informed the Investor that any routine sale of Preferred Shares and Warrants made in reliance upon from such registration is available; (ii) Rule 144 promulgated under the Securities Act can is not presently available, and if and when available any sale thereunder of any of the STC Securities may be made only in limited amounts in accordance with the terms and conditions of such that Rule; (iii) to the extent Rule and, further, that in case such Rule 144 is not now applicable to any sale the STC Securities or registration under the Securities Act is not in effect, sales of Preferred Shares and Warrants, as applicable, resale thereof may the STC Securities will require compliance with some other an exemption under the Securities Act prior to resalein the obtaining of an appropriate opinion of counsel thereon; the STC Securities are not currently being registered under the Securities Act on the grounds that, in the opinion of STC and its counsel, the issuance thereof is exempt under Section 4(2) of the Securities Act and/or Regulation D under the Securities Act as a transaction by an issuer not involving any public offering, and STC's reliance thereon is predicated in part on RDI's representations and warranties set forth in this subsection. FCG has informed RDI agrees that the Investor STC Securities shall bear a legend reflecting the above restrictions and that certificates representing the Preferred Shares and Warrants issued pursuant to this Agreement bear STC Securities may not be transferred in violation 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 CORPORATION."