Common use of INVESTMENT REPRESENTATIONS, WARRANTIES AND COVENANTS Clause in Contracts

INVESTMENT REPRESENTATIONS, WARRANTIES AND COVENANTS. The Subscriber represents and warrants to and covenants with The Issuer as follows: (a) The Subscriber has carefully reviewed the materials supplied by the Issuer. The Subscriber acknowledges that it has had the reasonable opportunity to ask questions and to examine such supplemental documentation as it may deem necessary to make an informed decision concerning investment in the Hxxxxxxxxx.xxx Stock. The Subscriber acknowledges that it has received satisfactory answers to its questions from management of the Issuer and has verified to its satisfaction the information in the materials provided. The Subscriber has relied upon its own independent investigation in making its decision to buy the Hxxxxxxxxx.xxx Stock. (b) The Subscriber understands that the financial model (if any) contained in the materials provided or discussions of the potential profitability of the Issuer or the future value of its Hxxxxxxxxx.xxx Stock are not projections or guarantees of future profitability; but, such forecasts are included or discussed solely for the purpose of demonstrating the hypothetical operations of the Issuer and are subject to the disclaimers included therein. There can be no guarantee the Company will achieve profitability or create value in the future in its Hxxxxxxxxx.xxx Stock. (c) The Subscriber understands that the offer and sale of the Hxxxxxxxxx.xxx Stock are not registered with the U.S. Securities and Exchange Commission or the securities authority of any state or jurisdiction; but, the offer and sale is made instead in reliance upon an exemption from registration commonly referred to as the "private placement exemption." The Subscriber understands that there is no public market for the Hxxxxxxxxx.xxx Stock, that none is expected to develop under current circumstances and that the sale or other transfer of the Hxxxxxxxxx.xxx Stock, except by gift or inheritance, may be restricted by federal and state securities laws and by the terms of the offer and sale. The Subscriber understands that sale or other transfer of the Hxxxxxxxxx.xxx Stock by it, except by gift or inheritance, may require that the Hxxxxxxxxx.xxx Stock be the subject of an effective registration statement on file or qualification with the U.S. Securities and Exchange Commission and appropriate state securities commission(s) or an opinion of counsel acceptable to the Issuer and its counsel that the sale or other transfer is exempt from such registration or qualification. The Subscriber understands that the Issuer is under no obligation, and it cannot compel the Issuer, to register the Hxxxxxxxxx.xxx Stock for transfer. The Subscriber understands that it may be required to bear the economic risk of the investment indefinitely. The Subscriber understands a notice of these restrictions will be printed on the Hxxxxxxxxx.xxx Stock certificates and the transfer agent, if any, will be instructed to honor the notice. (d) The Subscriber is acquiring the Hxxxxxxxxx.xxx Stock for investment for its own account and not for the purpose of resale, division, fractionalization or distribution. The Subscriber acknowledges that it is holding the Hxxxxxxxxx.xxx pursuant to a "Lock-up" Agreement. The Subscriber has not predetermined the occurrence of any event or condition upon which it intends to sell the Hxxxxxxxxx.

INVESTMENT REPRESENTATIONS, WARRANTIES AND COVENANTS. The Subscriber represents and warrants to and covenants with The Issuer as follows: (a) The Subscriber has carefully reviewed Purchaser, taking into account the materials supplied personnel and resources it can practically bring to bear on the purchase of the Securities contemplated hereby, either alone or together with the advice of such Purchaser's purchaser representative, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Securities, including investments in Securities issued by the Issuer. The Subscriber acknowledges that it has had the reasonable opportunity to ask questions Company and to examine such supplemental documentation as it may deem necessary to make an informed decision concerning investment in the Hxxxxxxxxx.xxx Stock. The Subscriber acknowledges that it Purchaser has received satisfactory answers to its questions from management of the Issuer and has verified to its satisfaction the all information requested by such Purchaser in the materials provided. The Subscriber has relied upon its own independent investigation in making its connection with Purchaser's decision to buy purchase the Hxxxxxxxxx.xxx StockSecurities. (b) The Subscriber understands that Purchaser is acquiring the financial model (if any) contained Securities being acquired by Purchaser pursuant to this Agreement in the materials provided or discussions of the potential profitability of the Issuer or the future value ordinary course of its Hxxxxxxxxx.xxx Stock are not projections business and for its own account for investment only and with no present intention of distributing any of such Securities or guarantees any arrangement or understanding with any other persons regarding the distribution of future profitability; butsuch Securities, such forecasts are included or discussed solely for the purpose of demonstrating the hypothetical operations of the Issuer and are subject to the disclaimers included therein. There can be no guarantee the Company will achieve profitability or create value except in the future in its Hxxxxxxxxx.xxx Stockcompliance with Section 5(c). (c) The Subscriber understands that the offer and sale Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Hxxxxxxxxx.xxx Stock are not registered Securities purchased hereunder except in compliance with the U.S. Securities and Exchange Commission or the securities authority Act of any state or jurisdiction; but1933, the offer and sale is made instead in reliance upon an exemption from registration commonly referred to as amended (the "private placement exemption." The Subscriber understands that there is no public market for the Hxxxxxxxxx.xxx StockSecurities Act"), that none is expected to develop under current circumstances and that the sale or other transfer of the Hxxxxxxxxx.xxx Stock, except by gift or inheritance, may be restricted by federal and state securities laws and by the terms of the offer and sale. The Subscriber understands that sale or other transfer of the Hxxxxxxxxx.xxx Stock by it, except by gift or inheritance, may require that the Hxxxxxxxxx.xxx Stock be the subject of an effective registration statement on file or qualification with the U.S. Securities and Exchange Commission and appropriate state securities commission(s) or an opinion of counsel acceptable to the Issuer and its counsel that the sale or other transfer is exempt from such registration or qualification. The Subscriber understands that the Issuer is under no obligationapplicable blue sky laws, and it cannot compel the Issuer, to register the Hxxxxxxxxx.xxx Stock for transfer. The Subscriber understands that it may be required to bear the economic risk of the investment indefinitely. The Subscriber understands a notice of these restrictions will be printed on the Hxxxxxxxxx.xxx Stock certificates rules and the transfer agent, if any, will be instructed to honor the noticeregulations promulgated thereunder. (d) The Subscriber Purchaser has completed or caused to be completed the Stock Certificate and Warrant Questionnaire and the Registration Questionnaire, attached hereto as APPENDIX I and APPENDIX II, respectively, for use in preparation of the Registration Statements to be filed by the Company, and the answers thereto are true and correct to the best knowledge of Purchaser as of the date hereof and will be true and correct as of the effective date of the applicable Registration Statement (provided that Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (e) Purchaser has, in connection with its decision to purchase the Securities, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above and the representations and warranties of the Company contained herein. (f) Purchaser is acquiring an "accredited investor" within the Hxxxxxxxxx.xxx Stock for investment for its own account meaning of Rule 501 of Regulation D promulgated under the Securities Act. (g) Purchaser has full right, power, authority and not for capacity to enter into this Agreement and to consummate the purpose transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of resale, division, fractionalization or distribution. The Subscriber acknowledges that it is holding the Hxxxxxxxxx.xxx pursuant to a "Lock-up" this Agreement. The Subscriber has not predetermined Upon the occurrence execution and delivery of any event this Agreement by Purchaser, this Agreement shall constitute a valid and binding obligation of Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or condition upon which it intends similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to sell general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the Hxxxxxxxxxindemnification agreements of the Purchaser in Section 10.3 hereof may be legally unenforceable.

INVESTMENT REPRESENTATIONS, WARRANTIES AND COVENANTS. The Subscriber represents and warrants to and covenants with The Issuer as follows: (a) The Subscriber has carefully reviewed the materials supplied by the Issuer. The Subscriber acknowledges that it has had the reasonable opportunity to ask questions and to examine such supplemental documentation as it may deem necessary to make an informed decision concerning investment in the Hxxxxxxxxx.xxx StockHixxxxxxxx.xxx Xtock. The Subscriber acknowledges that it has received satisfactory answers to its questions from management of the Issuer and has verified to its satisfaction the information in the materials provided. The Subscriber has relied upon its own independent investigation in making its decision to buy the Hxxxxxxxxx.xxx StockHixxxxxxxx.xxx Xtock. (b) The Subscriber understands that the financial model (if any) contained in the materials provided or discussions of the potential profitability of the Issuer or the future value of its Hxxxxxxxxx.xxx Stock Hixxxxxxxx.xxx Xtock are not projections or guarantees of future profitability; but, such forecasts are included or discussed solely for the purpose of demonstrating the hypothetical operations of the Issuer and are subject to the disclaimers included therein. There can be no guarantee the Company will achieve profitability or create value in the future in its Hxxxxxxxxx.xxx StockHixxxxxxxx.xxx Xtock. (c) The Subscriber understands that the offer and sale of the Hxxxxxxxxx.xxx Stock Hixxxxxxxx.xxx Xtock are not registered with the U.S. Securities and Exchange Commission or the securities authority of any state or jurisdiction; but, the offer and sale is made instead in reliance upon an exemption from registration commonly referred to as the "private placement exemption." The Subscriber understands that there is no public market for the Hxxxxxxxxx.xxx StockHixxxxxxxx.xxx Xtock, that none is expected to develop under current circumstances and that the sale or other transfer of the Hxxxxxxxxx.xxx StockHixxxxxxxx.xxx Xtock, except by gift or inheritance, may be restricted by federal and state securities laws and by the terms of the offer and sale. The Subscriber understands that sale or other transfer of the Hxxxxxxxxx.xxx Stock Hixxxxxxxx.xxx Xtock by it, except by gift or inheritance, may require that the Hxxxxxxxxx.xxx Stock Hixxxxxxxx.xxx Xtock be the subject of an effective registration statement on file or qualification with the U.S. Securities and Exchange Commission and appropriate state securities commission(s) or an opinion of counsel acceptable to the Issuer and its counsel that the sale or other transfer is exempt from such registration or qualification. The Subscriber understands that the Issuer is under no obligation, and it cannot compel the Issuer, to register the Hxxxxxxxxx.xxx Stock Hixxxxxxxx.xxx Xtock for transfer. The Subscriber understands that it may be required to bear the economic risk of the investment indefinitely. The Subscriber understands a notice of these restrictions will be printed on the Hxxxxxxxxx.xxx Stock Hixxxxxxxx.xxx Xtock certificates and the transfer agent, if any, will be instructed to honor the notice. (d) The Subscriber is acquiring the Hxxxxxxxxx.xxx Stock Hixxxxxxxx.xxx Xtock for investment for its own account and not for the purpose of resale, division, fractionalization or distribution. The Subscriber acknowledges that it is holding the Hxxxxxxxxx.xxx pursuant Hixxxxxxxx.xxx xursuant to a "Lock-up" Agreement. The Subscriber has not predetermined the occurrence of any event or condition upon which it intends to sell the HxxxxxxxxxHixxxxxxxx.

INVESTMENT REPRESENTATIONS, WARRANTIES AND COVENANTS. The Subscriber Each Purchaser, severally and not jointly, represents and warrants to and covenants with The Issuer as followsthe Company that: (a) The Subscriber has carefully reviewed i. Purchaser, taking into account the materials supplied personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, either alone or together with the advice of such Purchaser's purchaser representative, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in shares issued by the Issuer. The Subscriber acknowledges that it has had the reasonable opportunity to ask questions Company and to examine such supplemental documentation as it may deem necessary to make an informed decision concerning investment in the Hxxxxxxxxx.xxx Stock. The Subscriber acknowledges that it Purchaser has received satisfactory answers to its questions from management of the Issuer and has verified to its satisfaction the all information requested by such Purchaser in the materials provided. The Subscriber has relied upon its own independent investigation in making its connection with Purchaser's decision to buy purchase the Hxxxxxxxxx.xxx StockShares. (b) The Subscriber understands that the financial model (if any) contained in the materials provided or discussions of the potential profitability of the Issuer or the future value of its Hxxxxxxxxx.xxx Stock are not projections or guarantees of future profitability; but, such forecasts are included or discussed solely for the purpose of demonstrating the hypothetical operations of the Issuer and are subject to the disclaimers included thereinii. There can be no guarantee the Company will achieve profitability or create value in the future in its Hxxxxxxxxx.xxx Stock. (c) The Subscriber understands that the offer and sale of the Hxxxxxxxxx.xxx Stock are not registered with the U.S. Securities and Exchange Commission or the securities authority of any state or jurisdiction; but, the offer and sale is made instead in reliance upon an exemption from registration commonly referred to as the "private placement exemption." The Subscriber understands that there is no public market for the Hxxxxxxxxx.xxx Stock, that none is expected to develop under current circumstances and that the sale or other transfer of the Hxxxxxxxxx.xxx Stock, except by gift or inheritance, may be restricted by federal and state securities laws and by the terms of the offer and sale. The Subscriber understands that sale or other transfer of the Hxxxxxxxxx.xxx Stock by it, except by gift or inheritance, may require that the Hxxxxxxxxx.xxx Stock be the subject of an effective registration statement on file or qualification with the U.S. Securities and Exchange Commission and appropriate state securities commission(s) or an opinion of counsel acceptable to the Issuer and its counsel that the sale or other transfer is exempt from such registration or qualification. The Subscriber understands that the Issuer is under no obligation, and it cannot compel the Issuer, to register the Hxxxxxxxxx.xxx Stock for transfer. The Subscriber understands that it may be required to bear the economic risk of the investment indefinitely. The Subscriber understands a notice of these restrictions will be printed on the Hxxxxxxxxx.xxx Stock certificates and the transfer agent, if any, will be instructed to honor the notice. (d) The Subscriber Purchaser is acquiring the Hxxxxxxxxx.xxx Stock for investment Shares being acquired by Purchaser pursuant to this Agreement in the ordinary course of its business and for its own account for investment only and not with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares, except in compliance with Section 5(c). iii. Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares purchased hereunder except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), applicable blue sky laws, and the rules and regulations promulgated thereunder. iv. Purchaser has completed or caused to be completed the Stock Certificate Questionnaire and the Registration Questionnaire, attached hereto as APPENDIX I and APPENDIX II, respectively, for use in preparation of the purpose Registration Statements to be filed by the Company, and the answers thereto are true and correct to the best knowledge of resalePurchaser as of the date hereof and will be true and correct as of the effective date of the applicable Registration Statement (provided that Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). v. Purchaser has, divisionin connection with its decision to purchase the Shares, fractionalization or distributionrelied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above and the representations and warranties of the Company contained herein. vi. The Subscriber acknowledges that it Purchaser is holding an "accredited investor" within the Hxxxxxxxxx.xxx pursuant meaning of Rule 501 of Regulation D promulgated under the Securities Act. vii. Purchaser has full right, power, authority and capacity to a "Lock-up" enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. The Subscriber has not predetermined Upon the occurrence execution and delivery of any event this Agreement by Purchaser, this Agreement shall constitute a valid and binding obligation of Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or condition upon which it intends similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to sell general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the Hxxxxxxxxxindemnification agreements of the Purchaser in Section 10.3 hereof may be legally unenforceable.

INVESTMENT REPRESENTATIONS, WARRANTIES AND COVENANTS. The Subscriber represents and warrants to and covenants with The Issuer as follows: (a) The Subscriber has carefully reviewed the materials supplied by the Issuer. The Subscriber acknowledges that it has had the reasonable opportunity to ask questions and to examine such supplemental documentation as it may deem necessary to make an informed decision concerning investment in the Hxxxxxxxxx.xxx Xxxxxxxxxx.xxx Stock. The Subscriber acknowledges that it has received satisfactory answers to its questions from management of the Issuer and has verified to its satisfaction the information in the materials provided. The Subscriber has relied upon its own independent investigation in making its decision to buy the Hxxxxxxxxx.xxx Xxxxxxxxxx.xxx Stock. (b) The Subscriber understands that the financial model (if any) contained in the materials provided or discussions of the potential profitability of the Issuer or the future value of its Hxxxxxxxxx.xxx Xxxxxxxxxx.xxx Stock are not projections or guarantees of future profitability; but, such forecasts are included or discussed solely for the purpose of demonstrating the hypothetical operations of the Issuer and are subject to the disclaimers included therein. There can be no guarantee the Company will achieve profitability or create value in the future in its Hxxxxxxxxx.xxx Xxxxxxxxxx.xxx Stock. (c) The Subscriber understands that the offer and sale of the Hxxxxxxxxx.xxx Xxxxxxxxxx.xxx Stock are not registered with the U.S. Securities and Exchange Commission or the securities authority of any state or jurisdiction; but, the offer and sale is made instead in reliance upon an exemption from registration commonly referred to as the "private placement exemption." The Subscriber understands that there is no public market for the Hxxxxxxxxx.xxx Xxxxxxxxxx.xxx Stock, that none is expected to develop under current circumstances and that the sale or other transfer of the Hxxxxxxxxx.xxx Xxxxxxxxxx.xxx Stock, except by gift or inheritance, may be restricted by federal and state securities laws and by the terms of the offer and sale. The Subscriber understands that sale or other transfer of the Hxxxxxxxxx.xxx Xxxxxxxxxx.xxx Stock by it, except by gift or inheritance, may require that the Hxxxxxxxxx.xxx Xxxxxxxxxx.xxx Stock be the subject of an effective registration statement on file or qualification with the U.S. Securities and Exchange Commission and appropriate state securities commission(s) or an opinion of counsel acceptable to the Issuer and its counsel that the sale or other transfer is exempt from such registration or qualification. The Subscriber understands that the Issuer is under no obligation, and it cannot compel the Issuer, to register the Hxxxxxxxxx.xxx Xxxxxxxxxx.xxx Stock for transfer. The Subscriber understands that it may be required to bear the economic risk of the investment indefinitely. The Subscriber understands a notice of these restrictions will be printed on the Hxxxxxxxxx.xxx Xxxxxxxxxx.xxx Stock certificates and the transfer agent, if any, will be instructed to honor the notice. (d) The Subscriber is acquiring the Hxxxxxxxxx.xxx Xxxxxxxxxx.xxx Stock for investment for its own account and not for the purpose of resale, division, fractionalization or distribution. The Subscriber acknowledges that it is holding the Hxxxxxxxxx.xxx Xxxxxxxxxx.xxx pursuant to a "Lock-up" Agreement. The Subscriber has not predetermined the occurrence of any event or condition upon which it intends to sell the HxxxxxxxxxXxxxxxxxxx.

INVESTMENT REPRESENTATIONS, WARRANTIES AND COVENANTS. The Subscriber represents and warrants to and covenants with The Issuer as follows: (a) The Subscriber has carefully reviewed This Agreement is made by Parent, CryoLife, Buyer, the materials supplied by the Issuer. The Subscriber acknowledges that it has had the reasonable opportunity to ask questions Company and to examine such supplemental documentation as it may deem necessary to make an informed decision concerning investment in the Hxxxxxxxxx.xxx Stock. The Subscriber acknowledges that it has received satisfactory answers to its questions from management each of the Issuer Company Subsidiaries with such Securityholder in reliance upon such Securityholder’s representations, warranties and has verified to its satisfaction the information covenants made in the materials provided. The Subscriber has relied upon its own independent investigation in making its decision to buy the Hxxxxxxxxx.xxx Stockthis Section ‎4.7. (b) The Subscriber understands Such Securityholder has been advised and acknowledges that: (i) the shares of CryoLife Common Stock issuable pursuant to this Agreement have not been, and when issued, will not be registered under the Securities Act, the securities laws of any State of the United States or the securities laws of any other country; (ii) in issuing and selling the shares of CryoLife Common Stock issuable pursuant to this Agreement to such Securityholder pursuant hereto, CryoLife is relying upon the “safe harbor” provided by Regulation S and/or on Section 4(a)(2) under the Securities Act; (iii) it is a condition to the availability of the Regulation S “safe harbor” that the financial model (if any) contained shares of CryoLife Common Stock issuable pursuant to this Agreement not be offered or sold in the materials provided United States or discussions to a U.S. person until the expiration of a six-month “distribution compliance period,” if CryoLife is a “reporting issuer,” as defined in Regulation S (or a one-year “distribution compliance period” if CryoLife is not a “reporting issuer” as defined in Regulation S) following the Closing Date; and (iv) notwithstanding the foregoing, prior to the expiration of the potential profitability six-month “distribution compliance period,” if CryoLife is a “reporting issuer,” as defined in Regulation S (or the one-year “distribution compliance period,” if CryoLife is not a “reporting issuer,” as defined in Regulation S), after the Closing (the “Restricted Period”), the shares of CryoLife Common Stock issuable pursuant to this Agreement may be offered and sold by the holder thereof only if such offer and sale is made in compliance with the terms of this Agreement, and either: (A) if the offer or sale is within the United States or to or for the account of a U.S. person (as such terms are defined in Regulation S), the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act or pursuant to an exemption from the registration requirements of the Issuer Securities Act; or (B) the future value of its Hxxxxxxxxx.xxx Stock are not projections or guarantees of future profitability; but, such forecasts are included or discussed solely for offer and sale is outside the purpose of demonstrating the hypothetical operations of the Issuer United States and are subject to the disclaimers included therein. There can be no guarantee the Company will achieve profitability or create value in the future in its Hxxxxxxxxx.xxx Stocka person other than a U.S. person. (c) The Subscriber understands that As used herein, the offer term “United States” means the United States of America, its territories and sale possessions, any State of the Hxxxxxxxxx.xxx Stock are not registered with the U.S. Securities and Exchange Commission or the securities authority of any state or jurisdiction; but, the offer and sale is made instead in reliance upon an exemption from registration commonly referred to as the "private placement exemption." The Subscriber understands that there is no public market for the Hxxxxxxxxx.xxx Stock, that none is expected to develop under current circumstances and that the sale or other transfer of the Hxxxxxxxxx.xxx Stock, except by gift or inheritance, may be restricted by federal and state securities laws and by the terms of the offer and sale. The Subscriber understands that sale or other transfer of the Hxxxxxxxxx.xxx Stock by it, except by gift or inheritance, may require that the Hxxxxxxxxx.xxx Stock be the subject of an effective registration statement on file or qualification with the U.S. Securities and Exchange Commission and appropriate state securities commission(s) or an opinion of counsel acceptable to the Issuer and its counsel that the sale or other transfer is exempt from such registration or qualification. The Subscriber understands that the Issuer is under no obligationUnited States, and it cannot compel the IssuerDistrict of Columbia, to register the Hxxxxxxxxx.xxx Stock for transfer. The Subscriber understands that it may be required to bear the economic risk of the investment indefinitely. The Subscriber understands a notice of these restrictions will be printed on the Hxxxxxxxxx.xxx Stock certificates and the transfer agent, if any, will be instructed to honor the notice. term “U.S. person” (das defined in Regulation S) The Subscriber is acquiring the Hxxxxxxxxx.xxx Stock for investment for its own account and not for the purpose of resale, division, fractionalization or distribution. The Subscriber acknowledges that it is holding the Hxxxxxxxxx.xxx pursuant to a "Lock-up" Agreement. The Subscriber has not predetermined the occurrence of any event or condition upon which it intends to sell the Hxxxxxxxxx.means:

INVESTMENT REPRESENTATIONS, WARRANTIES AND COVENANTS. The Subscriber Subscriber(s) represents and warrants to and covenants with The the Issuer as follows: (a) The Subscriber I/we have been provided with a copy of the Issuer's most recent annual and quarterly reports filed pursuant to the Securities Exchange Act of 1934, as amended, together with all bankruptcy filings and schedules, including the amended plan of disclosure. I/we carefully reviewed these reports. If I/we have used the services of an investment advisor ("Purchaser's Representative") in making our decision to subscribe to purchase the Shares, this representative has also carefully reviewed the materials supplied by the Issuer. The Subscriber acknowledges reports with me/us. (b) I/we acknowledge that it has I/we and my/our representative, if any, have had the reasonable opportunity to ask questions and to examine such supplemental documentation as it I/we may deem necessary to make an informed decision concerning investment in the Hxxxxxxxxx.xxx StockShares. The Subscriber acknowledges I/we acknowledge that it has I/we and my/our representative, if any, have received satisfactory answers to its these questions from management of the Issuer and has have verified to its my/our satisfaction the information in the materials providedreports. The Subscriber has I/we have relied upon its my/our own independent investigation (or that of my/our Purchaser's Representative, if any) identified in paragraph 5 in making its my/our decision to buy the Hxxxxxxxxx.xxx Stock. (b) The Subscriber understands that the financial model (if any) contained in the materials provided or discussions of the potential profitability of the Issuer or the future value of its Hxxxxxxxxx.xxx Stock are not projections or guarantees of future profitability; but, such forecasts are included or discussed solely for the purpose of demonstrating the hypothetical operations of the Issuer and are subject to the disclaimers included therein. There can be no guarantee the Company will achieve profitability or create value in the future in its Hxxxxxxxxx.xxx StockShares. (c) The Subscriber understands that I/we understand the offer and sale of the Hxxxxxxxxx.xxx Stock Shares are not registered with the U.S. Securities and Exchange Commission or qualified under federal securities laws or the securities authority laws of any my/our state or jurisdictionof residence; but, the offer and sale is made instead in reliance upon an exemption from such registration or qualification commonly referred to as the "private placement exemption." The Subscriber understands that there is no public market for the Hxxxxxxxxx.xxx Stock, that none is expected to develop under current circumstances and that the sale requirements for reliance upon such exemption include a provision the I/we purchase the Shares for investment and not with a view toward distribution or other transfer of the Hxxxxxxxxx.xxx Stock, except by gift or inheritance, may be restricted by federal and state securities laws and by the terms of the offer and saleresale. The Subscriber understands that sale or other transfer of the Hxxxxxxxxx.xxx Stock by it, except by gift or inheritance, may require that the Hxxxxxxxxx.xxx Stock be the subject of an effective registration statement on file or qualification with the U.S. Securities and Exchange Commission and appropriate state securities commission(s) or an opinion of counsel acceptable to the Issuer and its counsel that the sale or other transfer is exempt from such registration or qualification. The Subscriber understands I/we understand that the Issuer is under no obligation, and it I/we cannot compel the Issuer, to register or qualify the Hxxxxxxxxx.xxx Stock Shares for transferresale under the laws of our state of residence. The Subscriber understands I/we understand that it may I/we will be required to bear the economic risk of the investment indefinitelyfor at least one year. The Subscriber understands I/we understand a notice of these restrictions will be printed on the Hxxxxxxxxx.xxx Stock common stock certificates for the Shares and the warrants, if any, and the transfer agent, if any, will be instructed to honor the notice. (d) The Subscriber is I/we are acquiring the Hxxxxxxxxx.xxx Stock Shares for investment for its his own account and not with a view to or for the purpose of resale, division, fractionalization or distribution. The Subscriber acknowledges that it is holding I/we do not have a present or foreseeable need for the Hxxxxxxxxx.xxx pursuant cash invested in the Shares; and, if 1/we borrowed all or a portion of the cash so invested, I/we believes I/we will have the ability to a "Lock-up" Agreementrepay such borrowing without selling the Shares. The Subscriber has I/we have not predetermined the occurrence of any event or condition upon which it I/we intends to sell the HxxxxxxxxxShares. (e) I/we understand the Issuer has recently emerged from Chapter 11 proceedings and has a limited operating history, and investment in the Shares is speculative, and involves high degree of risk, which could result in a complete loss of my/our investment. (f) I/we agree to complete a "Confidential Investor's Questionnaire" in the event that such a questionnaire is needed to demonstrate compliance with the Securities Act and the securities law of our state of residence.

INVESTMENT REPRESENTATIONS, WARRANTIES AND COVENANTS. The Subscriber represents and warrants to and covenants with The Issuer as follows: (a) The Subscriber has carefully reviewed Purchaser, taking into account the materials supplied personnel and resources it can practically bring to bear on the purchase of the Securities contemplated hereby, either alone or together with the advice of such Purchaser's purchaser representative, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Securities, including investments in Securities issued by the Issuer. The Subscriber acknowledges that it has had the reasonable opportunity to ask questions Company and to examine such supplemental documentation as it may deem necessary to make an informed decision concerning investment in the Hxxxxxxxxx.xxx Stock. The Subscriber acknowledges that it Purchaser has received satisfactory answers to its questions from management of the Issuer and has verified to its satisfaction the all information requested by such Purchaser in the materials provided. The Subscriber has relied upon its own independent investigation in making its connection with Purchaser's decision to buy purchase the Hxxxxxxxxx.xxx StockSecurities. (b) The Subscriber understands that Purchaser is acquiring the financial model (if any) contained Securities being acquired by Purchaser pursuant to this Agreement in the materials provided or discussions of the potential profitability of the Issuer or the future value ordinary course of its Hxxxxxxxxx.xxx Stock are not projections business and for its own account for investment only and with no present intention of distributing any of such Securities or guarantees any arrangement or understanding with any other persons regarding the distribution of future profitability; butsuch Securities, such forecasts are included or discussed solely for the purpose of demonstrating the hypothetical operations of the Issuer and are subject to the disclaimers included therein. There can be no guarantee the Company will achieve profitability or create value except in the future in its Hxxxxxxxxx.xxx Stockcompliance with Section 5(c). (c) The Subscriber understands that the offer and sale Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Hxxxxxxxxx.xxx Stock are not registered Securities purchased hereunder except in compliance with the U.S. Securities and Exchange Commission or the securities authority Act of any state or jurisdiction; but1933, the offer and sale is made instead in reliance upon an exemption from registration commonly referred to as amended (the "private placement exemption." The Subscriber understands that there is no public market for the Hxxxxxxxxx.xxx StockSecurities Act"), that none is expected to develop under current circumstances and that the sale or other transfer of the Hxxxxxxxxx.xxx Stock, except by gift or inheritance, may be restricted by federal and state securities laws and by the terms of the offer and sale. The Subscriber understands that sale or other transfer of the Hxxxxxxxxx.xxx Stock by it, except by gift or inheritance, may require that the Hxxxxxxxxx.xxx Stock be the subject of an effective registration statement on file or qualification with the U.S. Securities and Exchange Commission and appropriate state securities commission(s) or an opinion of counsel acceptable to the Issuer and its counsel that the sale or other transfer is exempt from such registration or qualification. The Subscriber understands that the Issuer is under no obligationapplicable blue sky laws, and it cannot compel the Issuer, to register the Hxxxxxxxxx.xxx Stock for transfer. The Subscriber understands that it may be required to bear the economic risk of the investment indefinitely. The Subscriber understands a notice of these restrictions will be printed on the Hxxxxxxxxx.xxx Stock certificates rules and the transfer agent, if any, will be instructed to honor the noticeregulations promulgated thereunder. (d) The Subscriber Purchaser has completed or caused to be completed the Stock Certificate and Warrant Questionnaire and the Registration Questionnaire, attached hereto as APPENDIX I and APPENDIX II, respectively, for use in preparation of the Registration Statements to be filed by the Company, and the answers thereto are true and correct to the best knowledge of Purchaser as of the date hereof and will be true and correct as of the effective date of the applicable Registration Statement (provided that Purchaser shall be entitled to update such information by providing notice thereof to the Company prior to the effective date of such Registration Statement). (e) Purchaser has, in connection with its decision to purchase the Securities, relied with respect to the Company and its affairs solely upon the information delivered to Purchaser as described in Sections 4.4 and 5(a) above and the representations and warranties of the Company contained herein. (f) Purchaser is acquiring an "accredited investor" within the Hxxxxxxxxx.xxx Stock for investment for its own account meaning of Rule 501 of Regulation D promulgated under the Securities Act. (g) Purchaser has full right, power, authority and not for capacity to enter into this Agreement and to consummate the purpose transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of resale, division, fractionalization or distribution. The Subscriber acknowledges that it is holding the Hxxxxxxxxx.xxx pursuant to a "Lock-up" this Agreement. The Subscriber has not predetermined Upon the occurrence execution and delivery of any event this Agreement by Purchaser, this Agreement shall constitute a valid and binding obligation of Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or condition upon which it intends similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to sell general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the Hxxxxxxxxxindemnification agreements of the Purchaser in Section 9.3 hereof may be legally unenforceable.