Common use of Investor Representations Clause in Contracts

Investor Representations. The Consultant represents and warrants to the Company that: (a) The Consultant represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law. (b) The Consultant is acquiring the Shares solely for investment purposes, for the Consultant’s own account (and/or for the account or benefit of its members or affiliates, as permitted, and not with a view to the distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entity. (c) The Consultant acknowledges and understands the Shares are being transferred to it by the Company in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Shares have not been registered under the Securities Act and, if in the future the Consultant decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable Shares laws of any state or any other jurisdiction. Consultant agrees that if any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Consultant may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Consultant agrees it will not resell the Shares. (d) The Consultant is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares. (e) The Consultant is aware that an investment in the Shares is highly speculative and subject to substantial risks because, among other things, the Shares are subject to transfer restrictions and have not been registered under the Securities Act and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. The Consultant is able to bear the economic risk of its investment in the Shares for an indefinite period of time. (f) The Consultant, in making the decision to acquire the Shares, has relied upon an independent investigation of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of the Company. The Consultant is familiar with the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company has had full access to such other information concerning the Company as the Consultant has requested.

Investor Representations. The Consultant represents and warrants Company is issuing the Common Stock (the “Securities”) to Investor in reliance upon the Company thatfollowing representations by Investor: (a) The Consultant represents Investor acknowledges and agrees that it is an the Securities are characterized as “accredited investorrestricted securities” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, 1933 (as amended (and together with the rules and regulations promulgated thereunder, the “Securities Act”)) and that, and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under state law. (b) The Consultant is acquiring the Shares solely for investment purposes, for the Consultant’s own account (and/or for the account Securities Act or benefit of its members or affiliates, as permitted, and not with a view to the distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entity. (c) The Consultant an exemption therefrom. Investor acknowledges and understands agrees that () the Shares Securities are being transferred to it by the Company offered in a transaction not involving a any public offering in the United States within the meaning of the Securities Act. The Shares , and the shares of Common Stock have not yet been registered under the Securities Act andAct, if in and () the future the Consultant decides to offer, resell, pledge or otherwise transfer the Shares, such Shares Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed in a transaction registered under the Securities Act, (B) pursuant to an exemption from registration under or meeting the requirements of Rule 144 promulgated under the Securities Act, if available144, or (C) pursuant to any other available in accordance with another exemption from the registration requirements of the Securities Act, Act (and in each case based upon an opinion of counsel if the Company so requests) and in accordance with any applicable Shares securities laws of any state State of the United States or any other applicable jurisdiction. Consultant . (b) Investor acknowledges and agrees that if any () the registrar or transfer agent for the shares of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Consultant may Common Stock will not be required to deliver to the Company an opinion accept for registration of counsel transfer any shares except upon presentation of evidence satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, that the Consultant agrees it will not resell the Shares. (d) The Consultant is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares. (e) The Consultant is aware that an investment in the Shares is highly speculative and subject to substantial risks because, among other things, the Shares are subject to restrictions on transfer restrictions and have not been registered under the Securities Act have been complied with, and therefore can() any shares of Common Stock in the form of definitive physical certificates will bear a restrictive legend. (c) Investor acknowledges and agrees that: (a) the Securities are being offered and sold in reliance upon federal and state exemptions for transactions not be sold unless subsequently registered under involving any public offering; (b) Investor is acquiring the Securities solely for its own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or an exemption the securities laws of any State of the United States or any other applicable jurisdiction; (c) Investor is a sophisticated purchaser with such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing the Securities; (d) Investor has had the opportunity to obtain from the Company such registration is available. The Consultant information as desired in order to evaluate the merits and the risks inherent in holding the Securities; (e) Investor is able to bear the economic risk and lack of its investment liquidity inherent in holding the Shares for an indefinite period of time. Securities; (f) The ConsultantInvestor is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act, in making and the decision to acquire the Shares, attached ACCREDITED INVESTOR QUESTIONNAIRE has relied upon an independent investigation of been completed by Investor truthfully and accurately; and (g) Investor either has a pre-existing personal or business relationship with the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees controlling persons, or any other representatives by reason of Investor’s business or agents financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly, have the capacity to protect their own interests in connection with the purchase of the Securities. (d) Investor has had the opportunity to review the Company’s public reports filed with the Securities and Exchange Commission which contain the most recent public information regarding the Company (the “SEC Filings’), and which include certain risk factors related to the Company and an investment in the Company. The Consultant Investor has not been furnished any literature other than the SEC Filings and is familiar with the businessnot relying on any information, operations and financial condition of representation or warranty by the Company and has had an opportunity or any of its affiliates or agents, other than information contained in the SEC Filings, in determining whether to ask questions of, and receive answers from purchase the CompanySecurities. (e) Investor’s officers and directors concerning principal residence/principal place of business is in the Company has had full access to such other information concerning the Company as the Consultant has requestedState of California.

Investor Representations. The Consultant represents and warrants Company is issuing the Common Stock to Investor in reliance upon the Company thatfollowing representations made by Investor: (a) The Consultant represents Investor acknowledges and agrees that it is an the shares of Common Stock are characterized as “accredited investorrestricted securities” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, 1933 (as amended (and together with the rules and regulations promulgated thereunder, the “Securities Act”)) and that, and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under state law. (b) The Consultant is acquiring the Shares solely for investment purposes, for the Consultant’s own account (and/or for the account Securities Act or benefit of its members or affiliates, as permitted, and not with a view to the distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entity. (c) The Consultant an exemption therefrom. Investor acknowledges and understands agrees that (i) the Shares shares of Common Stock are being transferred to it by the Company offered in a transaction not involving a any public offering in the United States within the meaning of the Securities Act. The Shares , and the shares of Common Stock have not yet been registered under the Securities Act andAct, if in the future the Consultant decides to offer, resell, pledge or otherwise transfer the Shares, and (ii) such Shares shares of Common Stock may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed in a transaction registered under the Securities Act, (B) pursuant to an exemption from registration under or meeting the requirements of Rule 144 promulgated under the Securities Act, if available144, or (C) pursuant to any other available in accordance with another exemption from the registration requirements of the Securities Act, Act (and in each case based upon an opinion of counsel if the Company so requests) and in accordance with any applicable Shares securities laws of any state State of the United States or any other applicable jurisdiction. Consultant . (b) Investor acknowledges and agrees that if any (i) the registrar or transfer agent for the shares of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Consultant may Common Stock will not be required to deliver to the Company an opinion accept for registration of counsel transfer any shares except upon presentation of evidence satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registrationthat the restrictions on transfer under the Securities Act have been complied with, and (ii) any shares of Common Stock in the Consultant agrees it form of definitive physical certificates will not resell the Sharesbear a restrictive legend. (dc) The Consultant is sophisticated in financial matters Investor acknowledges and is able to evaluate agrees that: (a) the risks and benefits shares of the investment in the Shares. (e) The Consultant is aware that an investment in the Shares is highly speculative and subject to substantial risks because, among other things, the Shares are subject to transfer restrictions and Common Stock have not been registered under the Securities Act Act, or under any state securities laws, and therefore canare being offered and sold in reliance upon federal and state exemptions for transactions not be sold unless subsequently registered under involving any public offering; (b) Investor is acquiring the shares of Common Stock solely for its own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or an exemption the securities laws of any State of the United States or any other applicable jurisdiction; (c) Investor is a sophisticated purchaser with such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing the shares of Common Stock; (d) Investor has had the opportunity to obtain from the Company such registration is available. The Consultant information as desired in order to evaluate the merits and the risks inherent in holding the shares of Common Stock; (e) Investor is able to bear the economic risk and lack of its investment liquidity inherent in holding the Shares for an indefinite period shares of time. Common Stock; (f) The Consultant, in making Investor is an “accredited investor” within the decision to acquire meaning of Rule 501(a) under the Shares, Securities Act; and (g) Investor either has relied upon an independent investigation of a pre-existing personal or business relationship with the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees controlling persons, or any other representatives by reason of Investor’s business or agents financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly, have the capacity to protect their own interests in connection with the purchase of the Company. The Consultant Common Stock. (d) Investor’s investment in the Company pursuant to this Common Stock is familiar consistent, in both nature and amount, with the business, operations Investor’s overall investment program and financial condition condition. (e) Investor’s principal residence is in the State of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company has had full access to such other information concerning the Company as the Consultant has requestedCalifornia.

Investor Representations. The Consultant represents and warrants Company is issuing the shares of Class B Common Stock (the “Securities’) to the Company thatInvestor in reliance upon the following representations made by the Investor: (a) The Consultant represents Investor acknowledges and agrees that it is an the Securities are characterized as “accredited investorrestricted securities” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, 1933 (as amended (and together with the rules and regulations promulgated thereunder, the “Securities Act”)) and that, and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under state law. (b) The Consultant is acquiring the Shares solely for investment purposes, for the Consultant’s own account (and/or for the account Securities Act or benefit of its members or affiliates, as permitted, and not with a view to the distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entity. (c) The Consultant an exemption therefrom. Investor acknowledges and understands agrees that (i) the Shares Securities are being transferred to it by the Company offered in a transaction not involving a any public offering in the United States within the meaning of the Securities Act. The Shares , and the shares of stock have not yet been registered under the Securities Act andAct, if in and (ii) the future the Consultant decides to offer, resell, pledge or otherwise transfer the Shares, such Shares Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed in a transaction registered under the Securities Act, (B) pursuant to an exemption from registration under or meeting the requirements of Rule 144 promulgated under the Securities Act, if available144, or (C) pursuant to any other available in accordance with another exemption from the registration requirements of the Securities Act, Act (and in each case based upon an opinion of counsel if the Company so requests) and in accordance with any applicable Shares securities laws of any state State of the United States or any other applicable jurisdiction. Consultant . (b) Investor acknowledges and agrees that if any (i) the registrar or transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, agent for the Consultant may Securities will not be required to deliver to the Company an opinion accept for registration of counsel transfer any shares except upon presentation of evidence satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, that the Consultant agrees it will not resell the Shares. (d) The Consultant is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares. (e) The Consultant is aware that an investment in the Shares is highly speculative and subject to substantial risks because, among other things, the Shares are subject to restrictions on transfer restrictions and have not been registered under the Securities Act have been complied with, and therefore can(ii) any shares of stock in the form of definitive physical certificates will bear a restrictive legend. (c) Investor acknowledges and agrees that: (a) the Securities are being offered and sold in reliance upon federal and state exemptions for transactions not be sold unless subsequently registered under involving any public offering; (b) Investor is acquiring the Securities solely for its own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or an exemption the securities laws of any State of the United States or any other applicable jurisdiction; (c) Investor is a sophisticated purchaser with such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing the Securities and investing in the Company; (d) Investor has had the opportunity to obtain from the Company such registration is available. The Consultant information as desired in order to evaluate the merits and the risks inherent in investing in the Company and holding the Securities, and has had the opportunity to discuss such information with its financial advisors and legal counsel; (e) Investor is able to bear the economic risk and lack of liquidity inherent in holding the Securities; (f) Investor either has a pre-existing personal or business relationship with the Company or its officers, directors or controlling persons, or by reason of Investor’s business or financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly, have the capacity to protect their own interests in connection with the purchase of the Securities; and (g) Investor acknowledges that an investment in the Shares for an indefinite period Company is subject to many risk factors, including the risk factors set forth in the Form C. (d) Investor’s principal place of timebusiness is in the state identified on its Wefunder profile. (e) Investor has truthfully and accurately furnished the information requested by Wefunder to verify the investor status of the Investor; and the Investor agrees to provide such further information as requested by the Company or Wefunder to verify Investor’s status pursuant to the CF Offering requirements; Investor is in compliance with all requirements relating to the CF Offering and has obtained all required authorizations to purchase the shares of Class B Common Stock as provided herein. (f) The ConsultantInvestor acknowledges that the minimum dollar amount of the Securities which must be sold in the CF Offering is $500,003.42; that the Company may use the proceeds from the CF Offering as they are accepted after the minimum is achieved; and that the Company may discontinue the CF Offering at any time or decrease the amount of Securities to be sold in the CF Offering at any time, in making the decision to acquire the Shares, has relied upon an independent investigation of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of the Company. The Consultant is familiar with the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company has had full access to such other information concerning the Company as the Consultant has requestedsole discretion.

Investor Representations. The Consultant represents and warrants Company is issuing the Common Stock to Investor in reliance upon the Company thatfollowing representations made by Investor: (a) The Consultant represents Investor acknowledges and agrees that it is an the shares of Common Stock are characterized as “accredited investorrestricted securities” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, 1933 (as amended (and together with the rules and regulations promulgated thereunder, the “Securities Act”)) and that, and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under state law. (b) The Consultant is acquiring the Shares solely for investment purposes, for the Consultant’s own account (and/or for the account Securities Act or benefit of its members or affiliates, as permitted, and not with a view to the distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entity. (c) The Consultant an exemption therefrom. Investor acknowledges and understands agrees that (i) the Shares shares of Common Stock are being transferred to it by the Company offered in a transaction not involving a any public offering in the United States within the meaning of the Securities Act. The Shares , and the shares of Common Stock have not yet been registered under the Securities Act andAct, if in the future the Consultant decides to offer, resell, pledge or otherwise transfer the Shares, and (ii) such Shares shares of Common Stock may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed in a transaction registered under the Securities Act, (B) pursuant to an exemption from registration under or meeting the requirements of Rule 144 promulgated under the Securities Act, if available144, or (C) pursuant to any other available in accordance with another exemption from the registration requirements of the Securities Act, Act (and in each case based upon an opinion of counsel if the Company so requests) and in accordance with any applicable Shares securities laws of any state State of the United States or any other applicable jurisdiction. Consultant . (b) Investor acknowledges and agrees that if any (i) the registrar or transfer agent for the shares of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Consultant may Common Stock will not be required to deliver to the Company an opinion accept for registration of counsel transfer any shares except upon presentation of evidence satisfactory to the Company that the restrictions on transfer under the Securities Act have been complied with respect to such transfer. Absent registration or another available exemption from registration, and (ii) any shares of Common Stock in the Consultant agrees it form of definitive physical certificates will not resell the Sharesbear a restrictive legend. (dc) The Consultant is sophisticated in financial matters Investor acknowledges and is able to evaluate agrees that: (a) the risks and benefits shares of the investment in the Shares. (e) The Consultant is aware that an investment in the Shares is highly speculative and subject to substantial risks because, among other things, the Shares are subject to transfer restrictions and Common Stock have not been registered under the Securities Act Act, or under any state securities laws, and therefore canare being offered and sold in reliance upon federal and state exemptions for transactions not be sold unless subsequently registered under involving any public offering; (b) Investor is acquiring the shares of Common Stock solely for its own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or an exemption the securities laws of any State of the United States or any other applicable jurisdiction; (c) Investor is a sophisticated purchaser with such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing the shares of Common Stock; (d) Investor has had the opportunity to obtain from the Company such registration is available. The Consultant information as desired in order to evaluate the merits and the risks inherent in holding the shares of Common Stock; (e) Investor is able to bear the economic risk and lack of its investment liquidity inherent in holding the Shares for an indefinite period shares of time. Common Stock; (f) The Consultant, in making Investor is an “accredited investor” within the decision to acquire meaning of Rule 501(a) under the Shares, Securities Act; and (g) and (g) Investor either has relied upon an independent investigation of a pre-existing personal or business relationship with the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees controlling persons, or any other representatives by reason of Investor’s business or agents financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly, have the capacity to protect their own interests in connection with the purchase of the Company. The Consultant Common Stock. (d) Investor’s investment in the Company pursuant to this Common Stock is familiar consistent, in both nature and amount, with the business, operations Investor’s overall investment program and financial condition condition. (e) Investor’s principal residence is in the State of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company has had full access to such other information concerning the Company as the Consultant has requestedCalifornia.

Investor Representations. The Consultant represents and warrants Company is issuing the Common Stock to Investor in reliance upon the Company thatfollowing representations made by Investor: (a) The Consultant represents Investor acknowledges and agrees that it is an the shares of Common Stock are characterized as “accredited investorrestricted securities” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, 1933 (as amended (and together with the rules and regulations promulgated thereunder, the “Securities Act”)) and that, and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under state law. (b) The Consultant is acquiring the Shares solely for investment purposes, for the Consultant’s own account (and/or for the account Securities Act or benefit of its members or affiliates, as permitted, and not with a view to the distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entity. (c) The Consultant an exemption therefrom. Investor acknowledges and understands agrees that (i) the Shares shares of Common Stock are being transferred to it by the Company offered in a transaction not involving a any public offering in the United States within the meaning of the Securities Act. The Shares , and the shares of Common Stock have not yet been registered under the Securities Act andAct, if in the future the Consultant decides to offer, resell, pledge or otherwise transfer the Shares, and (ii) such Shares shares of Common Stock may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed in a transaction registered under the Securities Act, (B) pursuant to an exemption from registration under or meeting the requirements of Rule 144 promulgated under the Securities Act, if available144, or (C) pursuant to any other available in accordance with another exemption from the registration requirements of the Securities Act, Act (and in each case based upon an opinion of counsel if the Company so requests) and in accordance with any applicable Shares securities laws of any state State of the United States or any other applicable jurisdiction. Consultant . (b) Investor acknowledges and agrees that if any (i) the registrar or transfer agent for the shares of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Consultant may Common Stock will not be required to deliver to the Company an opinion accept for registration of counsel transfer any shares except upon presentation of evidence satisfactory to the Company that the restrictions on transfer under the Securities Act have been complied with respect to such transfer. Absent registration or another available exemption from registration, and (ii) any shares of Common Stock in the Consultant agrees it form of definitive physical certificates will not resell the Sharesbear a restrictive legend. (dc) The Consultant is sophisticated in financial matters Investor acknowledges and is able to evaluate agrees that: (a) the risks and benefits shares of the investment in the Shares. (e) The Consultant is aware that an investment in the Shares is highly speculative and subject to substantial risks because, among other things, the Shares are subject to transfer restrictions and Common Stock have not been registered under the Securities Act Act, or under any state securities laws, and therefore canare being offered and sold in reliance upon federal and state exemptions for transactions not be sold unless subsequently registered under involving any public offering; (b) Investor is acquiring the shares of Common Stock solely for its own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or an exemption the securities laws of any State of the United States or any other applicable jurisdiction; (c) Investor is a sophisticated purchaser with such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing the shares of Common Stock; (d) Investor has had the opportunity to obtain from the Company such registration is available. The Consultant information as desired in order to evaluate the merits and the risks inherent in holding the shares of Common Stock; (e) Investor is able to bear the economic risk and lack of its investment liquidity inherent in holding the Shares for an indefinite period shares of time. Common Stock; (f) The Consultant, in making Investor is an “accredited investor” within the decision to acquire meaning of Rule 501(a) under the Shares, Securities Act; and (g) and (g) Investor either has relied upon an independent investigation of a pre-existing personal or business relationship with the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees controlling persons, or any other representatives by reason of Investor’s business or agents financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly, have the capacity to protect their own interests in connection with the purchase of the Company. The Consultant Common Stock. (d) Investor’s investment in the Company pursuant to this Common Stock is familiar consistent, in both nature and amount, with the business, operations Investor’s overall investment program and financial condition condition. (e) Investor’s principal residence is in the State of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company has had full access to such other information concerning the Company as the Consultant has requestedNew York.

Investor Representations. The Consultant represents TP recognizes that: (i) the acquisition of the Shares involves a high degree of risk, is speculative and warrants to only investors who can afford the loss of their entire investment should consider investing in the Company that: and/or the Shares; (aii) The Consultant represents TP may not be able to liquidate its investment; (iii) transferability of the Shares is extremely limited; and, (iv) in the event of a disposition of the Shares, TP could sustain the loss of its entire investment. TP understands that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges . TP represents that the sale contemplated hereby it is being made in reliance, among other things, on a private placement exemption to an “accredited investorsAccredited Investor” under the Securities Act and similar exemptions under state law. (b) The Consultant is acquiring the Shares solely for investment purposes, for the Consultant’s own account (and/or for the account or benefit of its members or affiliates, as permitted, and not with a view to the distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entity. (c) The Consultant acknowledges and understands the Shares are being transferred to it by the Company in a transaction not involving a public offering in the United States within the meaning of Rule 501 of Regulation D under the Securities Act, with experience in the types of investment being made pursuant to this Agreement. The TP consents to the placement of a legend on any certificate or other document evidencing the Shares substantially as set forth below, that such Shares have not been registered under the Securities Act and, if in the future the Consultant decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable Shares laws of any state securities or any other jurisdiction. Consultant agrees that if any transfer of its Shares “blue sky” laws and setting forth or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Consultant may be required to deliver referring to the Company an opinion of counsel satisfactory to restrictions on transferability and sale thereof contained in this Agreement. TP is aware that the Company will make a notation in its appropriate records with respect to such transfer. Absent registration or another available exemption from registration, the Consultant agrees it will not resell restrictions on the transferability of the Shares. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. (d) The Consultant is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares. (e) The Consultant is aware that an investment in the Shares is highly speculative and subject to substantial risks because, among other things, the Shares are subject to transfer restrictions and have not been registered under the Securities Act and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. The Consultant is able to bear the economic risk of its investment in the Shares for an indefinite period of time. (f) The Consultant, in making the decision to acquire the Shares, has relied upon an independent investigation of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of the Company. The Consultant is familiar with the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company has had full access to such other information concerning the Company as the Consultant has requested.

Investor Representations. The Consultant Investor hereby represents and warrants to to, and agrees with, the Company that:Company, as of the date hereof and as of the Closing Date, as set forth below in this Section 5.17. (a) The Consultant represents that it Neither Investor nor any of its Affiliates or Associates (as such terms are defined in the Amended and Restated Articles of Incorporation of the Company): (i) is as of the date hereof, has been during the three-year period ending on the date hereof, or will be immediately before the Closing, an Interested Stockholder (as such term is defined in the Amended and Restated Articles of Incorporation of the Company) (assuming the Company Board has approved the transactions contemplated by this Agreement and the other Credit Documents prior to the signing hereof and thereof). (b) Investor is not (i) a “Related Party” of the Company or (ii) a subsidiary or affiliate of a Related Party of the Company (in each case as such terms used in Rule 312.03 of the NYSE Listed Company Manual). (c) Investor is an “accredited investor” as such term is defined used in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that has sufficient knowledge and experience in investing in companies similar to the sale contemplated hereby Company so as to be able to evaluate the risks and merits of its investment in the Company and it is being made in reliance, among other things, on a private placement exemption able financially to “accredited investors” under bear the Securities Act and similar exemptions under state lawrisks thereof. (bd) The Consultant Investor is acquiring the Shares solely Warrants at the Closing (and any shares of Common Stock issued or issuable pursuant to the exercise thereof) for investment purposes, for the Consultant’s its own account (and/or for the account or benefit of its members or affiliates, as permitted, and not with a view to the to, or for resale in connection with, any distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entitythereof. (ce) The Consultant Except as provided in the Registration Rights Agreement, Investor acknowledges and understands agrees that the Shares are being transferred Warrants to be acquired by it by hereunder (and any shares of Common Stock issued or issuable pursuant to the Company in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Shares exercise thereof) have not been registered under the Securities Act and, if in the future the Consultant decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable Shares laws of any state or any other jurisdiction. Consultant agrees that if any transfer of its Shares or any interest therein must be held indefinitely unless a subsequent disposition thereof is proposed to be made, as a condition precedent to any such transfer, the Consultant may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Consultant agrees it will not resell the Shares. (d) The Consultant is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares. (e) The Consultant is aware that an investment in the Shares is highly speculative and subject to substantial risks because, among other things, the Shares are subject to transfer restrictions and have not been registered under the Securities Act and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption is exempt from such registration is available. The Consultant is able to bear the economic risk of its investment in the Shares for an indefinite period of timeregistration. (f) The Consultant, in making the decision to acquire the Shares, has relied upon an independent investigation of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of the Company. The Consultant is familiar with the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company has had full access to such other information concerning the Company as the Consultant has requested.

Investor Representations. The Consultant represents and warrants With respect to the Company thator any designee of the Company (each, an “Investor”) receiving Aspen Common Stock hereunder, including upon conversion of any portion of the Convertible Note into Aspen Common Stock: (a) The Consultant represents Such Investor understands that the shares of Aspen Common Stock it is an acquiring hereunder are “accredited investorrestricted securities” as such term is defined in Rule 501(a) of Regulation D and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), ) or any applicable state securities Law and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law. (b) The Consultant is acquiring the Shares solely shares of Aspen Common Stock as principal for investment purposes, for the Consultant’s its own account (and/or for the account or benefit of its members or affiliates, as permitted, and not with a view to or for distributing or reselling such shares of Aspen Common Stock or any part thereof in violation of the distribution thereof and the Consultant Securities Act or any applicable state securities Law, has no present intention of distributing any of such shares of Aspen Common Stock in violation of the Securities Act or any applicable state securities Law and has no direct or indirect arrangement or understandings with any other Persons to sell distribute or regarding the Shares to distribution of such shares of Aspen Common Stock in violation of the Securities Act or through any person applicable state securities Law. Each stock certificate representing the shares of Aspen Common Stock shall bear a restrictive legend evidencing the transfer restrictions set forth herein. Such Investor is acquiring the common stock hereunder in the ordinary course of its business. (b) At the time such Investor was offered the shares of Aspen Common Stock, it was, at the date hereof it is, and as of the Closing Date it will be: (i) an “accredited investor” as defined in Rule 501(a) under the Securities Act or entity(ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. (c) The Consultant acknowledges Such Investor, either alone or together with its Representatives, has such knowledge, sophistication and understands experience in business and financial matters so as to be capable of evaluating the Shares are being transferred to it by the Company in a transaction not involving a public offering in the United States within the meaning merits and risks of the Securities Act. The Shares have not been registered under the Securities Act and, if in the future the Consultant decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable Shares laws of any state or any other jurisdiction. Consultant agrees that if any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Consultant may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Consultant agrees it will not resell the Shares. (d) The Consultant is sophisticated in financial matters and is able to evaluate the risks and benefits of the prospective investment in the Shares. (e) The Consultant is aware that an investment in common stock, and has so evaluated the Shares is highly speculative merits and subject to substantial risks because, among other things, the Shares are subject to transfer restrictions and have not been registered under the Securities Act and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from of such registration is availableinvestment. The Consultant Such Investor is able to bear the economic risk of its an investment in the Shares for an indefinite period common stock and, at the present time, is able to afford a complete loss of timesuch investment. (fd) The ConsultantSuch Investor is not acquiring the shares of Aspen Common Stock issuable to such Investor hereunder as a result of any advertisement, article, notice, or other communication regarding the stock published in making the decision to acquire the Sharesany newspaper, has relied upon an independent investigation of the Company and has not relied upon magazine, or similar media or broadcast over television or radio or presented at any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees seminar or any other representatives general solicitation or agents of general advertisement. (e) Such Investor acknowledges it has been furnished with or has had access to the Company’s SEC Reports. The Consultant is familiar with Such Investor has been given the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions herein and to obtain such additional information necessary to verify the accuracy of same as the Investor reasonably desires in order to evaluate the acquisition of the common stock. Such Investor acknowledges it does not desire to receive any further information from the Company in order to make its acquisition of the Aspen Common Stock. Such Investor has received no representations or warranties from the Company’s officers and directors concerning the Company has had full access to such , its employees, agents, or attorneys in making this investment decision other information concerning the Company than as the Consultant has requestedset forth in this Agreement.

Investor Representations. The Consultant represents and warrants to the Company that: (a) The Consultant represents that it Neither Seller Parent nor, to Seller Parent’s Knowledge, its Affiliates currently has any direct or indirect beneficial ownership, or other right to vote or control the voting powers, of any Shares. (b) Seller Parent is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D 501 promulgated by the SEC under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law. (b) The Consultant is acquiring the Shares solely for investment purposes, for the Consultant’s own account (and/or for the account or benefit of its members or affiliates, as permitted, and not with a view to the distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entity. (c) The Consultant acknowledges and understands the Shares are being transferred to it by the Company acquired for investment, not for resale, without any intention of or view toward or for participating, directly or indirectly, in a transaction not involving a public offering in the United States within the meaning distribution of the Securities Act. The Shares or any portion thereof. (d) Seller Parent has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of acquiring the Shares and of making an informed investment decision and has the capacity to protect its own interest. (e) Seller Parent acknowledges: (i) that, because they have not been registered under the Securities Act and, if in the future the Consultant decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable Shares laws of any state or any other jurisdiction. Consultant agrees that if any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Consultant may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Consultant agrees it will not resell the Shares. (d) The Consultant is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares. (e) The Consultant is aware that an investment in the Shares is highly speculative and subject to substantial risks because, among other thingssecurities Laws, the Shares are subject issued pursuant to transfer restrictions and have not been registered under the Securities Act and therefore cannot Section 3.2(b), if any, must be sold held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Consultant is able to bear the economic risk of its investment in the Shares for an indefinite period of time.; (fii) The Consultant, in making the decision to acquire the Shares, has relied upon an independent investigation of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of the Company. The Consultant that it is familiar with the businessprovisions of Rule 144 promulgated under the Securities Act and the resale limitation imposed thereby and by the Securities Act; and (iii) that the stock certificate representing the Shares issued pursuant to Section 3.2(b), operations and financial condition if any, may bear one or all of the Company and has had an opportunity following legends: (A) “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.” (B) Any legend required by the securities Laws of any state to ask questions of, and receive answers from the Company’s officers and directors concerning extent such Laws are applicable to the Company has had full access to such other information concerning the Company as the Consultant has requestedShares.

Investor Representations. The Consultant represents and warrants Company is issuing the Common Stock to Investor in reliance upon the Company thatfollowing representations made by Investor: (a) The Consultant represents Investor acknowledges and agrees that it is an the shares of Common Stock are characterized as “accredited investorrestricted securities” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, 1933 (as amended (and together with the rules and regulations promulgated thereunder, the “Securities Act”)) and that, and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under state law. (b) The Consultant is acquiring the Shares solely for investment purposes, for the Consultant’s own account (and/or for the account Securities Act or benefit of its members or affiliates, as permitted, and not with a view to the distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entity. (c) The Consultant an exemption therefrom. Investor acknowledges and understands agrees that (i) the Shares shares of Common Stock are being transferred to it by the Company offered in a transaction not involving a any public offering in the United States within the meaning of the Securities Act. The Shares , and the shares of Common Stock have not yet been registered under the Securities Act andAct, if in the future the Consultant decides to offer, resell, pledge or otherwise transfer the Shares, and (ii) such Shares shares of Common Stock may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed in a transaction registered under the Securities Act, (B) pursuant to an exemption from registration under or meeting the requirements of Rule 144 promulgated under the Securities Act, if available144, or (C) pursuant to any other available in accordance with another exemption from the registration requirements of the Securities Act, Act (and in each case based upon an opinion of counsel if the Company so requests) and in accordance with any applicable Shares securities laws of any state State of the United States or any other applicable jurisdiction. Consultant . (b) Investor acknowledges and agrees that if any (i) the registrar or transfer agent for the shares of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Consultant may Common Stock will not be required to deliver to the Company an opinion accept for registration of counsel transfer any shares except upon presentation of evidence satisfactory to the Company that the restrictions on transfer under the Securities Act have been complied with respect to such transfer. Absent registration or another available exemption from registration, and (ii) any shares of Common Stock in the Consultant agrees it form of definitive physical certificates will not resell the Sharesbear a restrictive legend. (dc) The Consultant is sophisticated in financial matters Investor acknowledges and is able to evaluate agrees that: (a) the risks and benefits shares of the investment in the Shares. (e) The Consultant is aware that an investment in the Shares is highly speculative and subject to substantial risks because, among other things, the Shares are subject to transfer restrictions and Common Stock have not been registered under the Securities Act Act, or under any state securities laws, and therefore canare being offered and sold in reliance upon federal and state exemptions for transactions not be sold unless subsequently registered under involving any public offering; (b) Investor is acquiring the shares of Common Stock solely for its own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or an exemption the securities laws of any State of the United States or any other applicable jurisdiction; (c) Investor is a sophisticated purchaser with such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing the shares of Common Stock; (d) Investor has had the opportunity to obtain from the Company such registration is available. The Consultant information as desired in order to evaluate the merits and the risks inherent in holding the shares of Common Stock; (e) Investor is able to bear the economic risk and lack of its investment liquidity inherent in holding the Shares for an indefinite period shares of time. Common Stock; (f) The Consultant, in making Investor is an “accredited investor” within the decision to acquire meaning of Rule 501(a) under the Shares, Securities Act; and (g) and (g) Investor either has relied upon an independent investigation of a pre-existing personal or business relationship with the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees controlling persons, or any other representatives by reason of Investor’s business or agents financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly, have the capacity to protect their own interests in connection with the purchase of the Company. The Consultant Common Stock. (d) Investor’s investment in the Company pursuant to this Common Stock is familiar consistent, in both nature and amount, with the business, operations Investor’s overall investment program and financial condition condition. (e) Investor’s principal residence is in the State of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company has had full access to such other information concerning the Company as the Consultant has requestedWashington.

Investor Representations. The Consultant represents Company is issuing the Units which consist of common stock and warrants (collectively, the “Securities’) to Investor in reliance upon the Company thatfollowing representations made by Investor: (a) The Consultant represents Investor acknowledges and agrees that it is an the Securities are characterized as “accredited investorrestricted securities” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, 1933 (as amended (and together with the rules and regulations promulgated thereunder, the “Securities Act”)) and that, and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under state law. (b) The Consultant is acquiring the Shares solely for investment purposes, for the Consultant’s own account (and/or for the account Securities Act or benefit of its members or affiliates, as permitted, and not with a view to the distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entity. (c) The Consultant an exemption therefrom. Investor acknowledges and understands agrees that () the Shares Securities are being transferred to it by the Company offered in a transaction not involving a any public offering in the United States within the meaning of the Securities Act. The Shares , and the shares of Common Stock have not yet been registered under the Securities Act andAct, if in and () the future the Consultant decides to offer, resell, pledge or otherwise transfer the Shares, such Shares Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed in a transaction registered under the Securities Act, (B) pursuant to an exemption from registration under or meeting the requirements of Rule 144 promulgated under the Securities Act, if available144, or (C) pursuant to any other available in accordance with another exemption from the registration requirements of the Securities Act, Act (and in each case based upon an opinion of counsel if the Company so requests) and in accordance with any applicable Shares securities laws of any state State of the United States or any other applicable jurisdiction. Consultant . (b) Investor acknowledges and agrees that if any () the registrar or transfer agent for the shares of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Consultant may Common Stock will not be required to deliver to the Company an opinion accept for registration of counsel transfer any shares except upon presentation of evidence satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, that the Consultant agrees it will not resell the Shares. (d) The Consultant is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares. (e) The Consultant is aware that an investment in the Shares is highly speculative and subject to substantial risks because, among other things, the Shares are subject to restrictions on transfer restrictions and have not been registered under the Securities Act have been complied with, and therefore can() any shares of Common Stock in the form of definitive physical certificates will bear a restrictive legend. (c) Investor acknowledges and agrees that: (a) the Securities are being offered and sold in reliance upon federal and state exemptions for transactions not be sold unless subsequently registered under involving any public offering; (b) Investor is acquiring the Securities solely for its own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or an exemption the securities laws of any State of the United States or any other applicable jurisdiction; (c) Investor is a sophisticated purchaser with such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing the Securities; (d) Investor has had the opportunity to obtain from the Company such registration is available. The Consultant information as desired in order to evaluate the merits and the risks inherent in holding the Securities; (e) Investor is able to bear the economic risk and lack of its investment liquidity inherent in holding the Shares for an indefinite period of time. Securities; (f) The ConsultantInvestor is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act, in making and the decision to acquire the Shares, attached ACCREDITED INVESTOR QUESTIONNAIRE has relied upon an independent investigation of been completed by Investor truthfully and accurately; and (g) Investor either has a pre-existing personal or business relationship with the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees controlling persons, or any other representatives by reason of Investor’s business or agents financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly, have the capacity to protect their own interests in connection with the purchase of the Company. The Consultant Securities. (d) Investor's investment in the Company pursuant to the Securities is familiar consistent, in both nature and amount, with the business, operations Investor’s overall investment program and financial condition of the Company and condition. Investor has had an the opportunity to ask questions of, and receive answers from review the Company’s officers public reports filed with the Securities and directors concerning Exchange Commission which contain the most recent public information regarding the Company (the “SEC Filings”), including the Company’s current status as a “shell company”. Investor has had full access to such not been furnished any literature other information concerning than this Agreement and the SEC Filings and is not relying on any information, representation or warranty by the Company or any of its affiliates or agents, other than information contained in this Agreement and the SEC Filings, in determining whether to purchase the Securities. Investor acknowledges there is no minimum amount to be raised in the Offering and that the Company may spend the proceeds from the Offering as funds are received. (e) Investor’s principal residence/principal place of business is in the Consultant has requestedstate identified on the signature page below.

Investor Representations. The Consultant Each Purchaser, severally and not jointly, hereby represents and warrants to the Company thatCompany, Goldman, Sachs & Co. and Banc of America Securities LLC as follows: (a) The Consultant represents that it Such Purchaser is an “accredited investor” acquiring the Company Securities for its own account as such term is defined principal, for investment purposes only, and not for or with a view to the resale, distribution or granting of a participation therein, in Rule 501(a) whole or in part, in violation of Regulation D under the Securities Act or the securities laws of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption any State applicable to “accredited investors” under the Securities Act and similar exemptions under state lawsuch Purchaser. (b) The Consultant is acquiring Such Purchaser acknowledges its understanding that the Shares solely for investment purposes, for the Consultant’s own account (and/or for the account or benefit offering and sale of its members or affiliates, as permitted, and not with a view to the distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entity. (c) The Consultant acknowledges and understands the Shares are being transferred to it by the Company in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Shares have has not been registered under the Securities Act andAct, if on the basis of the exemption in Section 4(2) thereof relating to transactions not involving a Public Offering, or any state securities laws. Such Purchaser understands that the future Company's reliance on the Consultant decides to offer, resell, pledge or otherwise transfer Section 4(2) exemption is based on the Shares, such Shares may be offered, resold, pledged or otherwise transferred only (A) pursuant to representations herein made by the Purchasers. Such Purchaser is an effective registration statement filed "Accredited Investor" as that term is defined in Regulation D under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable Shares laws of any state or any other jurisdiction. Consultant agrees that if any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Consultant may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Consultant agrees it will not resell the Shares. (dc) The Consultant Such Purchaser acknowledges that it is sophisticated in financial matters and is able to evaluate familiar with the risks and benefits of the investment in the Shares. (e) The Consultant is aware that an investment in the Shares is highly speculative and subject to substantial risks because, among other things, the Shares limitations which are subject to transfer restrictions and have not been registered under imposed by the Securities Act on any Transfer of an interest in the Company Securities. Such Purchaser understands and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. The Consultant is able acknowledges that it may have to bear the economic risk of its investment in the Shares Company Securities for an indefinite period of timetime unless the Company Securities are subsequently registered under the Securities Act , pursuant to Section 2.2(c) or otherwise, or an exemption therefrom is available. Such Purchaser hereby agrees that the Company Securities will not be transferred prior to the earlier of (x) April 1, 2006 and (y) the date of the Shareholders' Meeting, and thereafter will not be transferred other than (i) pursuant to a registration under the Securities Act or pursuant to an exemption therefrom, (ii) in compliance with any applicable state securities and insurance laws, and (iii) with prior Bermuda Approval. (fd) The ConsultantSuch Purchaser acknowledges that Goldman, in making Sachs & Co. and Banc of America Securities LLC have not provixxx, xxd will not be providing, such Purchaser with any material regarding the decision Company Securities or the Company except for the Private Placement Memorandum. In addition, such Purchaser acknowledges that it has carefully reviewed the Private Placement Memorandum. Such Purchaser has been given access to acquire all information regarding the SharesCompany and the business, has relied upon an independent investigation condition and operations of the Company and that such Purchaser has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, requested in order to evaluate its officers, directors or employees or any other representatives or agents of the Company. The Consultant is familiar with the business, operations and financial condition of investment in the Company and Securities. Such Purchaser has had an been given the opportunity to ask questions of, and to receive answers from from, representatives of the Company concerning the terms and conditions of the offering of the Company Securities and other matters pertaining to such Purchaser's investment in the Company Securities. Such Purchaser and its representatives have been solely responsible for Purchaser's investigation of the Company and its management and business, for Purchaser's own analysis of the merits and risks of its investment pursuant to this Agreement, and for its own analysis of the fairness and desirability of the terms of the investment. (e) Such Purchaser acknowledges that Goldman, Sachs & Co. and Banc of America Securities LLC make no represxxxxxxxn xx xxrranty, expressed or implied, as to the accuracy or completeness of the information provided or to be provided to such Purchaser by the Company’s officers , and directors concerning nothing contained in any documents provided to such Purchaser is, or shall be relied upon as, a promise or representation by Goldman, Sachs & Co. or Banc of America Securities LLC. (x) Such Purchaser acknowledges that an investment in the Company has had full access Securities involves a high degree of risk. In making its decision to such other information concerning purchase the Company Securities, (i) such Purchaser has such business and financial experience as is required to give it the Consultant capacity to protect its own interests in connection with the purchase of the Company Securities, (ii) such Purchaser has requestednot relied and will not rely on any investigation that Goldman, Sachs & Co., Banc of America Securities LLC or any person actxxx xx thxxx xehalf may have conducted with respect to the Company Securities or the Company and (iii) such Purchaser will make its own investment decision regarding the Company Securities based on its own knowledge and investigation of the Company and the Company Securities. (g) Such Purchaser understands that the Company Securities have not been registered under the Securities Act and may not be re-offered, resold, pledged or otherwise transferred except pursuant to Rule 144 under the Securities Act (if available) or pursuant to another applicable exemption under the Securities Act, and that, in each case, such offer, sale, pledge or transfer must be made in accordance with any applicable securities laws of any state of the United States. (h) Such Purchaser understands that Goldman, Sachs & Co. and Banc of America Securities LLC do not make anx xxxxxsentation as to the availability of Rule 144 or any other exemption under the Securities Act for the re-offer, resale, pledge or transfer of the Company Securities. (i) Such Purchaser understands that, unless and until registered for sale under the Securities Act, the Company Securities will bear the following legend: "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. THIS SECURITY MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT (i) PURSUANT TO (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (B) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER AND UNDER APPLICABLE STATE SECURITIES LAWS AS TO WHICH AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY SHALL HAVE BEEN DELIVERED TO THE COMPANY AND (ii) WITH THE PRIOR WRITTEN APPROVAL OF THE BERMUDA MONETARY AUTHORITY."

Investor Representations. The Consultant represents and warrants Company is issuing the Common Stock to Investor and/or its assign in reliance upon the Company thatfollowing representations made by Investor and/or its assign: (a) The Consultant represents a. Investor acknowledges and agrees that it is an the shares of Common Stock are characterized as “accredited investorrestricted securities” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, 1933 (as amended (and together with the rules and regulations promulgated thereunder, the “Securities Act”)) and that, and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under state law. (b) The Consultant is acquiring the Shares solely for investment purposes, for the Consultant’s own account (and/or for the account Securities Act or benefit of its members or affiliates, as permitted, and not with a view to the distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entity. (c) The Consultant an exemption therefrom. Investor acknowledges and understands agrees that (i) the Shares shares of Common Stock are being transferred to it by the Company offered in a transaction not involving a any public offering in the United States within the meaning of the Securities Act. The Shares , and the shares of Common Stock have not yet been registered under the Securities Act andAct, if in the future the Consultant decides to offer, resell, pledge or otherwise transfer the Shares, and (ii) such Shares shares of Common Stock may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed in a transaction registered under the Securities Act, (B) pursuant to an exemption from registration under or meeting the requirements of Rule 144 promulgated under the Securities Act, if available144, or (C) pursuant to any other available in accordance with another exemption from the registration requirements of the Securities Act, Act (and in each case based upon an opinion of counsel if the Company so requests) and in accordance with any applicable Shares securities laws of any state State of the United States or any other applicable jurisdiction. Consultant . b. Investor acknowledges and agrees that if any (i) the registrar or transfer agent for the shares of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Consultant may Common Stock will not be required to deliver to the Company an opinion accept for registration of counsel transfer any shares except upon presentation of evidence satisfactory to the Company that the restrictions on transfer under the Securities Act have been complied with respect to such transfer. Absent registration or another available exemption from registration, and (ii) any shares of Common Stock in the Consultant agrees it form of definitive physical certificates will not resell the Sharesbear a restrictive legend. c. Investor acknowledges and agrees that: (da) The Consultant is sophisticated in financial matters and is able to evaluate the risks and benefits shares of the investment in the Shares. (e) The Consultant is aware that an investment in the Shares is highly speculative and subject to substantial risks because, among other things, the Shares are subject to transfer restrictions and Common Stock have not been registered under the Securities Act Act, or under any state securities laws, and therefore canare being offered and sold in reliance upon federal and state exemptions for transactions not be sold unless subsequently registered under involving any public offering; (b) Investor is acquiring the shares of Common Stock solely for its own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or an exemption the securities laws of any State of the United States or any other applicable jurisdiction; (c) Investor is a sophisticated purchaser with such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing the shares of Common Stock; (d) Investor has had the opportunity to obtain from the Company such registration is available. The Consultant information as desired in order to evaluate the merits and the risks inherent in holding the shares of Common Stock; (e) Investor is able to bear the economic risk and lack of its investment liquidity inherent in holding the Shares for an indefinite period shares of time. Common Stock; (f) The Consultant, in making Investor is an “accredited investor” within the decision to acquire meaning of Rule 501(a) under the Shares, Securities Act; and (g) and (g) Investor either has relied upon an independent investigation of a pre-existing personal or business relationship with the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees controlling persons, or any other representatives by reason of Investor’s business or agents financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly, have the capacity to protect their own interests in connection with the purchase of the Company. The Consultant Common Stock. d. Investor’s investment in the Company pursuant to this Common Stock is familiar consistent, in both nature and amount, with the business, operations Investor’s overall investment program and financial condition condition. e. Investor’s principal place of business is in the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company has had full access to such other information concerning the Company as the Consultant has requestedState of New York.

Investor Representations. The Consultant represents and warrants Company is issuing the Common Stock to Investor in reliance upon the Company thatfollowing representations made by Investor: (a) The Consultant represents a. Investor acknowledges and agrees that it is an the shares of Common Stock are characterized as “accredited investorrestricted securities” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, 1933 (as amended (and together with the rules and regulations promulgated thereunder, the “Securities Act”)) and that, and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under state law. (b) The Consultant is acquiring the Shares solely for investment purposes, for the Consultant’s own account (and/or for the account Securities Act or benefit of its members or affiliates, as permitted, and not with a view to the distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entity. (c) The Consultant an exemption therefrom. Investor acknowledges and understands agrees that (i) the Shares shares of Common Stock are being transferred to it by the Company offered in a transaction not involving a any public offering in the United States within the meaning of the Securities Act. The Shares , and the shares of Common Stock have not yet been registered under the Securities Act andAct, if in the future the Consultant decides to offer, resell, pledge or otherwise transfer the Shares, and (ii) such Shares shares of Common Stock may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed in a transaction registered under the Securities Act, (B) pursuant to an exemption from registration under or meeting the requirements of Rule 144 promulgated under the Securities Act, if available144, or (C) pursuant to any other available in accordance with another exemption from the registration requirements of the Securities Act, Act (and in each case based upon an opinion of counsel if the Company so requests) and in accordance with any applicable Shares securities laws of any state State of the United States or any other applicable jurisdiction. Consultant . b. Investor acknowledges and agrees that if any (i) the registrar or transfer agent for the shares of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Consultant may Common Stock will not be required to deliver to the Company an opinion accept for registration of counsel transfer any shares except upon presentation of evidence satisfactory to the Company that the restrictions on transfer under the Securities Act have been complied with respect to such transfer. Absent registration or another available exemption from registration, and(ii) any shares of Common Stock in the Consultant agrees it form of definitive physical certificates will not resell the Sharesbear a restrictive legend. c. Investor acknowledges and agrees that: (da) The Consultant is sophisticated in financial matters and is able to evaluate the risks and benefits shares of the investment in the Shares. (e) The Consultant is aware that an investment in the Shares is highly speculative and subject to substantial risks because, among other things, the Shares are subject to transfer restrictions and Common Stock have not been registered under the Securities Act Act, or under any state securities laws, and therefore canare being offered and sold in reliance upon federal and state exemptions for transactions not be sold unless subsequently registered under involving any public offering; (b) Investor is acquiring the shares of Common Stock solely for its own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or an exemption the securities laws of any State of the United States or any other applicable jurisdiction; (c) Investor is a sophisticated purchaser with such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing the shares of Common Stock; (d) Investor has had the opportunity to obtain from the Company such registration is available. The Consultant information as desired in order to evaluate the merits and the risks inherent in holding the shares of Common Stock; (e) Investor is able to bear the economic risk and lack of its investment liquidity inherent in holding the Shares for an indefinite period shares of time. Common Stock; (f) The Consultant, in making Investor is an “accredited investor” within the decision to acquire meaning of Rule 501(a) under the Shares, Securities Act; and (g) and (g) Investor either has relied upon an independent investigation of a pre-existing personal or business relationship with the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees controlling persons, or any other representatives by reason of Investor’s business or agents financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly, have the capacity to protect their own interests in connection with the purchase of the Company. The Consultant Common Stock. d. Investor’s investment in the Company pursuant to this Common Stock is familiar consistent, in both nature and amount, with the business, operations Investor’s overall investment program and financial condition condition. e. Investor’s principal place of business is in the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company has had full access to such other information concerning the Company as the Consultant has requestedState of New York.

Investor Representations. The Consultant represents and warrants Corporation is issuing the Shares to Investor in reliance upon the Company thatfollowing representations made by Investor: (a) The Consultant represents a. Investor acknowledges an agrees that it is an the Shares are characterized as “accredited investorrestricted securities” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, 1933 (as amended (and together with the rules and regulations promulgated thereunder, the “Securities Act”)) and that, and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under state law. (b) The Consultant is acquiring the Shares solely for investment purposes, for the Consultant’s own account (and/or for the account Securities Act or benefit of its members or affiliates, as permitted, and not with a view to the distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entity. (c) The Consultant an exemption therefrom. Investor acknowledges and understands agrees that (i) the Shares are being transferred to it by the Company offered in a transaction not involving a any public offering in the United States within the meaning of the Securities Act. The , and the Shares have not yet been registered under the Securities Act and, if in the future the Consultant decides to offer, resell, pledge or otherwise transfer the Shares, Act; and (ii) such Shares may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed in a transaction registered under the Securities Act, (B) pursuant to an exemption from registration under or meeting the requirements of Rule 144 promulgated under the Securities Act, if available144, or (C) pursuant to any other available in accordance with another exemption from the registration requirements of the Securities Act, Act and in each case based upon an opinion of counsel if the Corporation so requests) and in accordance with any applicable Shares securities laws of any state State of the United States or any other applicable jurisdiction. Consultant . b. Investor acknowledges and agrees that if any (i) the registrar or transfer of its agent for the Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Consultant may will not be required to deliver to the Company an opinion accept for registration of counsel transfer any Shares except upon presentation of evidence satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, Corporation that the Consultant agrees it restrictions on transfer under the Securities Act have been complied with; and (ii) any Shares in the form of definitive physical certificates will not resell the Sharesbear a restrictive legend. c. Investor acknowledges and agrees that: (da) The Consultant is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares. (e) The Consultant is aware that an investment in the Shares is highly speculative and subject to substantial risks because, among other things, the Shares are subject to transfer restrictions and have not been registered under the Securities Act Act, or under nay state securities laws, and therefore canare being offered and sold in reliance upon federal and state exemptions for transactions not be sold unless subsequently registered under involving any public offering; (b) Investor is acquiring the Shares solely for its own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction; (c) Investor is a sophisticated purchaser with such knowledge and experience in business and financial matters that it is capable of evaluating the merits an exemption risks of purchasing the Shares; (d) Investor has had the opportunity to obtain from the Corporation such registration is available. The Consultant information as desired in order to evaluate the merits and the risks inherent in holding the Shares; (e) Investor is able to bear the economic risk and lack of its investment liquidity inherent in holding the Shares for an indefinite period of time. Shares; (f) The Consultant, in making Investor is an “accredited investor” within the decision to acquire meaning of Rule 501(a) under the Shares, Securities Act; and (g) Investor either has relied upon an independent investigation of a preexisting personal or business relationship with the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees controlling persons, or any other representatives by reason of Investor’s business or agents financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Corporation, directly or indirectly, have the capacity to protect their own interests in connection with the purchase of the Company. The Consultant Shares. d. Investor’s investment in the Corporation related to the acquisition of the Shares is familiar consistent, in both nature and amount, with the business, operations Investor’s overall investment program and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company has had full access to such other information concerning the Company as the Consultant has requestedcondition.

Investor Representations. The Consultant Lender represents and warrants to the Company Borrower that: (a) The Consultant represents Lender has such knowledge, skill and experience in business, financial and investment matters that the Lender is capable of evaluating the merits and risks of an investment in the Securities. The Lender, with the assistance of its professional advisors, has made its own legal, tax, accounting and financial evaluation of the merits and risks of an investment in the Securities. The Lender is able to bear the risks associated with an investment in the Securities, and it is authorized to invest in the Securities. (b) The Lender is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law. (bc) The Consultant Lender is acquiring the Shares Securities solely for the Lender’s own beneficial account, for investment purposes, for the Consultant’s own account (and/or for the account or benefit of its members or affiliates, as permitted, and not with a view to the to, or for resale in connection with, any distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entity. (c) The Consultant acknowledges and understands the Shares are being transferred to it by the Company in a transaction not involving a public offering in the United States within the meaning of the Securities ActSecurities. The Shares Lender understands that the Securities have not been registered under the Securities Act and, if or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the future investment intent of the Consultant decides to offer, resell, pledge or otherwise transfer Lender and of the Shares, other representations made by the Lender in this Credit Agreement. The Lender understands that the Borrower is relying upon the representations and agreements contained in this Credit Agreement (and any supplemental information) for the purpose of determining compliance with such Shares exemptions. (d) The Lender understands that the Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the Securities and Exchange Commission provide in substance that the Lender may be offered, resold, pledged or otherwise transferred dispose of the Securities only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to Act or an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and the Lender understands that, except as otherwise set forth in each case in accordance with any applicable Shares laws of any state or any other jurisdiction. Consultant agrees that if any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transferthe Warrant, the Consultant may be required Borrower has no obligation or intention to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Consultant agrees it will not resell the Shares. (d) The Consultant is sophisticated in financial matters and is able to evaluate the risks and benefits register any of the investment in Securities, or the Shares. (e) The Consultant is aware that an investment in the Shares is highly speculative and subject offering or sale thereof, or to substantial risks because, among other things, the Shares are subject take action so as to transfer restrictions and have not been registered under the Securities Act and therefore cannot be sold unless subsequently registered under permit offers or sales pursuant to the Securities Act or an exemption from such registration is availablethereunder. The Consultant is able to Consequently, the Lender understands that it must bear the economic risk risks of its the investment in the Shares Securities for an indefinite period of time. (e) The Lender agrees: (i) that the Lender will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, unless the transaction is registered under the Securities Act and complies with the requirements of all applicable state securities laws, or the transaction is exempt from the registration provisions of the Securities Act and all applicable requirements of state securities laws; (ii) that the certificates representing the Securities will bear a legend, and any book-entry registration of the Securities will bear a notation, in each case in form and substance acceptable to the Borrower, making reference to the foregoing restrictions; and (iii) that the Borrower and its Affiliates shall not be required to give effect to any purported transfer of such Securities, except upon compliance with the foregoing restrictions. (f) The ConsultantLender acknowledges that neither the Borrower nor any other person offered to sell the Securities to the Lender by means of any form of general solicitation or advertising, including: (i) any advertisement, article, notice or other communication published in making the decision to acquire the Sharesany newspaper, has relied upon an independent investigation of the Company and has not relied upon magazine or similar media or broadcast over television or radio; or (ii) any information seminar or representations made meeting whose attendees were invited by any third parties general solicitation or upon any oral or written representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of the Company. The Consultant is familiar with the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company has had full access to such other information concerning the Company as the Consultant has requestedgeneral advertising.

Investor Representations. The Consultant represents and warrants Company is issuing the Membership Interest to Investor in reliance upon the Company thatfollowing representations made by Investor: (a) The Consultant represents Investor acknowledges and agrees that it the Membership Interest is an characterized as “accredited investorrestricted securities” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, 1933 (as amended (and together with the rules and regulations promulgated thereunder, the “Securities Act”)) and that, and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under state law. (b) The Consultant is acquiring the Shares solely for investment purposes, for the Consultant’s own account (and/or for the account Securities Act or benefit of its members or affiliates, as permitted, and not with a view to the distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entity. (c) The Consultant an exemption therefrom. Investor acknowledges and understands agrees that (i) the Shares are Membership Interest is being transferred to it by the Company offered in a transaction not involving a any public offering in the United States within the meaning of the Securities Act. The Shares have , and the Membership Interest has not been registered under the Securities Act andAct, if in the future the Consultant decides to offer, resell, pledge or otherwise transfer the Shares, and (ii) such Shares interest may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed in a transaction registered under the Securities Act, (B) pursuant to an exemption from registration under or meeting the requirements of Rule 144 promulgated under the Securities Act, if available144, or (C) pursuant to any other available in accordance with another exemption from the registration requirements of the Securities Act, Act (and in each case based upon an opinion of counsel if the Company so requests) and in accordance with any applicable Shares securities laws of any state State of the United States or any other applicable jurisdiction. Consultant agrees that if any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Consultant may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Consultant agrees it will not resell the Shares. (db) The Consultant is sophisticated in financial matters Investor acknowledges and is able to evaluate agrees that: (a) the risks and benefits of the investment in the Shares. (e) The Consultant is aware that an investment in the Shares is highly speculative and subject to substantial risks because, among other things, the Shares are subject to transfer restrictions and have Membership Interest has not been registered under the Securities Act Act, or under any state securities laws, and therefore canare being offered and sold in reliance upon federal and state exemptions for transactions not be sold unless subsequently registered under involving any public offering; (b) Investor is acquiring the Membership Interest solely for its own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or an exemption the securities laws of any State of the United States or any other applicable jurisdiction; (c) Investor is a sophisticated purchaser with such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing the Membership Interest; (d) Investor has had the opportunity to obtain from the Company such registration is available. The Consultant information as desired in order to evaluate the merits and the risks inherent in holding Membership Interest; (e) Investor is able to bear the economic risk and lack of its investment liquidity inherent in holding the Shares for an indefinite period of time. Membership Interest; (f) The Consultant, in making Investor is an “accredited investor” within the decision to acquire meaning of Rule 501(a) under the Shares, Securities Act; and (g) and (g) Investor either has relied upon an independent investigation of a pre-existing personal or business relationship with the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees controlling persons, or any other representatives by reason of Investor’s business or agents financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly, have the capacity to protect their own interests in connection with the purchase of the Company. The Consultant Membership Interest. (d) Investor’s investment in the Company pursuant to this Membership Interest is familiar consistent, in both nature and amount, with the business, operations Investor’s overall investment program and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company has had full access to such other information concerning the Company as the Consultant has requestedcondition.

Investor Representations. The Consultant represents and warrants Company is issuing the Common Stock to Investor in reliance upon the Company thatfollowing representations made by Investor: (a) The Consultant represents Investor acknowledges and agrees that it is an the shares of Common Stock are characterized as “accredited investorrestricted securities” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, 1933 (as amended (and together with the rules and regulations promulgated thereunder, the “Securities Act”)) and that, and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under state law. (b) The Consultant is acquiring the Shares solely for investment purposes, for the Consultant’s own account (and/or for the account Securities Act or benefit of its members or affiliates, as permitted, and not with a view to the distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entity. (c) The Consultant an exemption therefrom. Investor acknowledges and understands agrees that (i) the Shares shares of Common Stock are being transferred to it by the Company offered in a transaction not involving a any public offering in the United States within the meaning of the Securities Act. The Shares , and the shares of Common Stock have not yet been registered under the Securities Act andAct, if in the future the Consultant decides to offer, resell, pledge or otherwise transfer the Shares, and (ii) such Shares shares of Common Stock may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed in a transaction registered under the Securities Act, (B) pursuant to an or meeting the requirements of Rule 144, or in accordance with another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Company so requests) and in accordance with any applicable securities laws of any State of the United States or any other applicable jurisdiction. (b) Investor acknowledges and agrees that (i) the registrar or transfer agent for the shares of Common Stock will not be required to accept for registration of transfer any shares except upon presentation of evidence satisfactory to the Company that the restrictions on transfer under Rule 144 promulgated the Securities Act have been complied with and (ii) any shares of Common Stock in the form of definitive physical certificates will bear a restrictive legend. (c) Investor acknowledges and agrees that: (a) the shares of Common Stock have not been registered under the Securities Act, if availableor under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering; (b) Investor is acquiring the shares of Common Stock solely for its own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction; (c) Investor is a sophisticated purchaser with such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing the shares of Common Stock; (d) Investor has had the opportunity to obtain from the Company such information as desired in order to evaluate the merits and the risks inherent in holding the shares of Common Stock; (e) Investor is able to bear the economic risk and lack of liquidity inherent in holding the shares of Common Stock; (f) Investor is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act; and (g) and (g) Investor either has a pre-existing personal or business relationship with the Company or its officers, directors or controlling persons, or by reason of Investor’s business or financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly, have the capacity to protect their own interests in connection with the purchase of the Common Stock. (Cd) Investor’s investment in the Company pursuant to this Common Stock is consistent, in both nature and amount, with Investor’s overall investment program and financial condition. (e) Investor understands that the Company intends to engage in the franchising or operations of upscale restaurants in China, and it is negotiating with the operator of a well-known Hong Kong restaurant with respect to a joint venture that will license or operate such restaurants. The Company believes that its new management has experience in the operation and management of restaurants; however, the Company does not operate or license any restaurants and cannot give any assurance that it will be successful in this business. The Company’s business as reflected in its filings with the SEC will be treated as a discontinued operation. (f) Investor’s principal executive office is in Hong Kong. (g) Investor represents and warrants that no broker or finder was involved directly or indirectly in connection with Investor’s purchase of the Units pursuant to this Agreement. Investor shall indemnify the Company and hold it harmless from and against any manner of loss, liability, damage or expense, including fees and expenses of counsel, resulting from a breach of Investor’s warranty contained in this Section 3(g). (h) No person has made to Investor any written or oral representations: (i) that any person will resell or repurchase any of the Shares; (ii) as to the future price or value of any of the Units. (i) The funds used to make the loans pursuant to the Loan Agreements were not and are not directly or indirectly derived from activities that contravene (i) United States federal, state, or international laws and regulations, including anti-money laundering laws and regulations, (ii) the laws of the Peoples’ Republic of China relating to money laundering, and (iii) if Investor is a citizen or resident of a country other available than the United States or the Peoples’ Republic of China, the anti-money laundering and similar laws of such country. United States federal regulations and Executive Orders administered by Office of Foreign Assets Control (“OFAC”) prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at xxxx://xxx.xxxxx.xxx/ofac. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists. (j) To the best of Investor’s knowledge, none of: (i) Investor; (ii) any person controlling or controlled by Investor; (iii) any person having a beneficial interest in Investor; or (iv) any person for whom Investor is acting as agent or nominee in connection with the purchase of the Units: (i) is a country, territory, individual or entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs. Investor agrees to promptly notify the Company should Investor become aware of any change in the information set forth in these representations; or (ii) is a senior foreign political figure[1], or any immediate family member[2] or close associate[3] of a senior foreign political figure, as such terms are defined in the footnotes below. (k) Investor is not affiliated with a non-U.S. banking corporation. (l) Investor’s address set forth on the signature page is Investor’s true and correct address. (m) Investor is a citizen and resident of the country set forth on the signature page of this Agreement and is not a U.S. Person, as defined in Rule 902(k) of the SEC pursuant to the Securities Act. Investor understands that the Company will rely on this representation in its filings under federal securities laws. The definition of a U.S. Person is set forth on Exhibit A to this Agreement. (n) Investor is not acquiring the Shares as a result of, and will not himself engage in, any “directed selling efforts” (as defined in Rule 902(c) of the SEC under the Securities Act) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that Investor may sell or otherwise dispose of the Shares under an exemption from the registration requirements of the Securities Act. The definition of directed selling efforts is set forth on Exhibit A to this Agreement. (o) Investor acknowledges and agrees that none of the Shares may be offered or sold in the United States or, directly or indirectly, to U.S. Persons, except in accordance with the provisions of Regulation S of the SEC under the Securities Act, pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in each case in accordance with any applicable Shares laws of any state or any other jurisdiction. Consultant agrees that if any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Consultant may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Consultant agrees it will not resell the Sharessecurities laws. (dp) The Consultant Neither Investor nor any affiliate of Investor is sophisticated a “bad actor” as defined in financial matters and is able to evaluate the risks and benefits Section 506(d) of the investment in the Shares. (e) The Consultant is aware that an investment in the Shares is highly speculative and subject SEC pursuant to substantial risks because, among other things, the Shares are subject to transfer restrictions and have not been registered under the Securities Act and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. The Consultant is able subject to bear the economic risk disclosure requirements of its investment in the Shares for an indefinite period of timeRule 506(e). (fq) The Consultantinformation set forth on Investor’s accredited investor questionnaire, in making the decision which is attached as Exhibit B to acquire the Sharesthis Agreement, has relied upon an independent investigation of is true and correct. (r) Investor understands that the Company is relying upon the truth and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of the Company. The Consultant is familiar with the business, operations and financial condition of the Company and has had an opportunity to ask questions accuracy of, and receive answers from Investor’s compliance with, the Company’s officers representations, warranties and directors concerning agreements of Investor set forth herein, and Investor acknowledges that it is not relying on any representation or warranty by the Company has had full access to such other information concerning the Company except as the Consultant has requestedexpressly set forth in this Agreement.

Investor Representations. The Consultant represents and warrants Company is issuing the Common Stock to Investor in reliance upon the Company thatfollowing representations made by Investor: (a) The Consultant represents Investor acknowledges and agrees that it is an the shares of Common Stock are characterized as “accredited investorrestricted securities” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, 1933 (as amended (and together with the rules and regulations promulgated thereunder, the “Securities Act”)) and that, and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under state law. (b) The Consultant is acquiring the Shares solely for investment purposes, for the Consultant’s own account (and/or for the account Securities Act or benefit of its members or affiliates, as permitted, and not with a view to the distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entity. (c) The Consultant an exemption therefrom. Investor acknowledges and understands agrees that (i) the Shares shares of Common Stock are being transferred to it by the Company offered in a transaction not involving a any public offering in the United States within the meaning of the Securities Act. The Shares , and the shares of Common Stock have not yet been registered under the Securities Act andAct, if in the future the Consultant decides to offer, resell, pledge or otherwise transfer the Shares, and (ii) such Shares shares of Common Stock may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed in a transaction registered under the Securities Act, (B) pursuant to an exemption from registration under or meeting the requirements of Rule 144 promulgated under the Securities Act, if available144, or (C) pursuant to any other available in accordance with another exemption from the registration requirements of the Securities Act, Act (and in each case based upon an opinion of counsel if the Company so requests) and in accordance with any applicable Shares securities laws of any state State of the United States or any other applicable jurisdiction. Consultant . (b) Investor acknowledges and agrees that if any (i) the registrar or transfer agent for the shares of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Consultant may Common Stock will not be required to deliver to the Company an opinion accept for registration of counsel transfer any shares except upon presentation of evidence satisfactory to the Company that the restrictions on transfer under the Securities Act have been complied with respect to such transfer. Absent registration or another available exemption from registration, and (ii) any shares of Common Stock in the Consultant agrees it form of definitive physical certificates will not resell the Sharesbear a restrictive legend. (dc) The Consultant is sophisticated in financial matters Investor acknowledges and is able to evaluate agrees that: (a) the risks and benefits shares of the investment in the Shares. (e) The Consultant is aware that an investment in the Shares is highly speculative and subject to substantial risks because, among other things, the Shares are subject to transfer restrictions and Common Stock have not been registered under the Securities Act Act, or under any state securities laws, and therefore canare being offered and sold in reliance upon federal and state exemptions for transactions not be sold unless subsequently registered under involving any public offering; (b) Investor is acquiring the shares of Common Stock solely for its own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or an exemption the securities laws of any State of the United States or any other applicable jurisdiction; (c) Investor is a sophisticated purchaser with such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing the shares of Common Stock; (d) Investor has had the opportunity to obtain from the Company such registration is available. The Consultant information as desired in order to evaluate the merits and the risks inherent in holding the shares of Common Stock; (e) Investor is able to bear the economic risk and lack of its liquidity inherent in holding the shares of Common Stock; and (f) Investor is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act. (d) Investor’s investment in the Shares for an indefinite period of timeCompany pursuant to this Common Stock is consistent, in both nature and amount, with Investor’s overall investment program and financial condition. (fe) The Consultant, Investor’s principal residence is in making the decision to acquire the Shares, has relied upon an independent investigation State of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of the Company. The Consultant is familiar with the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company has had full access to such other information concerning the Company as the Consultant has requestedCalifornia.

Investor Representations. The Consultant represents and warrants Company is transferring the RISE Financial Interests to Investor in reliance upon the Company thatfollowing representations made by Investor: (a) The Consultant represents Investor acknowledges and agrees that it is an the RISE Financial Interests are characterized as “accredited investorrestricted securities” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, 1933 (as amended (and together with the rules and regulations promulgated thereunder, the “Securities Act”)) and that, and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under state law. (b) The Consultant is acquiring the Shares solely for investment purposes, for the Consultant’s own account (and/or for the account Securities Act or benefit of its members or affiliates, as permitted, and not with a view to the distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entity. (c) The Consultant an exemption therefrom. Investor acknowledges and understands agrees that (i) the Shares RISE Financial Interests are being transferred to it by the Company offered in a transaction not involving a any public offering in the United States within the meaning of the Securities Act. The Shares , and the RISE Financial Interests have not yet been registered under the Securities Act andAct, if in the future the Consultant decides to offer, resell, pledge or otherwise transfer the Shares, and (ii) such Shares RISE Financial Interests may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed in a transaction registered under the Securities Act, (B) pursuant to an exemption from registration under or meeting the requirements of Rule 144 promulgated under the Securities Act, if available144, or (C) pursuant to any other available in accordance with another exemption from the registration requirements of the Securities Act, Act (and in each case based upon an opinion of counsel if the Company so requests) and in accordance with any applicable Shares securities laws of any state State of the United States or any other applicable jurisdiction. Consultant . (b) Investor acknowledges and agrees that if any (i) RISE Financial Interests will not be accepted for registration of transfer except upon presentation of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Consultant may be required to deliver to the Company an opinion of counsel evidence satisfactory to the Company that the restrictions on transfer under the Securities Act have been complied with respect to such transfer. Absent registration or another available exemption from registration, the Consultant agrees it and (ii) any definitive physical certificates representing RISE Financial Interests will not resell the Sharesbear a restrictive legend. (dc) The Consultant is sophisticated in financial matters Investor acknowledges and is able to evaluate agrees that: (a) the risks and benefits of the investment in the Shares. (e) The Consultant is aware that an investment in the Shares is highly speculative and subject to substantial risks because, among other things, the Shares are subject to transfer restrictions and RISE Financial Interests have not been registered under the Securities Act Act, or under any state securities laws, and therefore canare being offered and sold in reliance upon federal and state exemptions for transactions not be sold unless subsequently registered under involving any public offering; (b) Investor is acquiring the RISE Financial Interests solely for her own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or an exemption the securities laws of any State of the United States or any other applicable jurisdiction; (c) Investor is a sophisticated purchaser with such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing the RISE Financial Interests; (d) Investor has had the opportunity to obtain from the Company such registration is available. The Consultant information as desired in order to evaluate the merits and the risks inherent in holding the RISE Financial Interests; (e) Investor is able to bear the economic risk and lack of its investment liquidity inherent in holding the Shares for an indefinite period of time. RISE Financial Interests; (f) The Consultant, in making Investor is an “accredited investor” within the decision to acquire meaning of Rule 501(a) under the Shares, Securities Act; and (g) Investor either has relied upon an independent investigation of a pre-existing personal or business relationship with the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees controlling persons, or any other representatives by reason of Investor’s business or agents financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly, have the capacity to protect their own interests in connection with the purchase of the Company. The Consultant RISE Financial Interests. (d) Investor’s investment in RISE Financial is familiar consistent, in both nature and amount, with the business, operations Investor’s overall investment program and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company has had full access to such other information concerning the Company as the Consultant has requestedcondition.

Investor Representations. The Consultant represents and warrants to the Company that: (a) The Consultant represents Corporation is acquiring the Membership Units from the Company for its own account as an investment and not with a view to sell, transfer or otherwise distribute all or any part thereof to any other person in any transaction that would constitute a “distribution” within the meaning of the Securities Act. (b) The Corporation acknowledges and agrees that (i) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Membership Units and (ii) it can bear the economic risk of its investment in the Membership Units. (c) The Corporation is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law. (b) The Consultant is acquiring the Shares solely for investment purposes, for the Consultant’s own account (and/or for the account or benefit of its members or affiliates, as permitted, and not with a view to the distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entity. (c) The Consultant acknowledges and understands the Shares are being transferred to it by the Company in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Shares have not been registered under the Securities Act and, if in the future the Consultant decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable Shares laws of any state or any other jurisdiction. Consultant agrees that if any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Consultant may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Consultant agrees it will not resell the Shares. (d) The Consultant is sophisticated in financial matters and is able to evaluate Corporation understands that neither the risks and benefits offer nor sale of the investment in Membership Units by the SharesCompany hereunder has or will have been registered pursuant to the Securities Act or any applicable state securities laws, that all of the Membership Units will be characterized as “restricted securities” under federal securities laws and that, under such laws and applicable regulations, none of the Units can be sold or otherwise disposed of without registration under the Securities Act or a valid exemption thereunder. (e) The Consultant is aware Corporation acknowledges and agrees that it (i) has, without reliance on the Company, made its own inquiry and investigation into, and based thereon has formed an investment in the Shares is highly speculative and subject to substantial risks because, among other thingsindependent judgment concerning, the Shares are subject to transfer restrictions Company and have not the Membership Units and (ii) has been registered under furnished with, or given adequate access to, such information about the Securities Act Company and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. The Consultant is able to bear the economic risk of its investment in the Shares for an indefinite period of timeMembership Units as it has requested. (f) The ConsultantCorporation further acknowledges and agrees that (1) the only representations, warranties, covenants and agreements made in making the decision to acquire the Shares, has relied upon an independent investigation connection with its purchase of the Membership Units from the Company are the representations, warranties, covenants and agreements made in this Agreement, and the Corporation has not relied upon any information or representations made by any third parties or upon any oral or written other representations or assurances from the Company, its officers, directors information made or employees supplied by or any other representatives or agents of the Company. The Consultant is familiar with the business, operations and financial condition on behalf of the Company and has had an opportunity to ask questions ofor its representatives, and receive answers from including any information provided by or through the Company’s officers advisors, and directors concerning that the Corporation will not have any right or remedy arising out of any such representation or other information and (2) any claims that the Corporation may have against the Company has had full access to such other information concerning for breach of any representation or warranty shall be based solely on the Company as the Consultant has requestedrepresentations and warranties set forth in Article IV.

Investor Representations. The Consultant represents and warrants Company is issuing the Common Stock to Investor and/or its assign in reliance upon the Company thatfollowing representations made by Investor and/or its assign: (a) The Consultant represents a. Investor acknowledges and agrees that it is an the shares of Common Stock are characterized as “accredited investorrestricted securities” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, 1933 (as amended (and together with the rules and regulations promulgated thereunder, the “Securities Act”)) and that, and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under state law. (b) The Consultant is acquiring the Shares solely for investment purposes, for the Consultant’s own account (and/or for the account Securities Act or benefit of its members or affiliates, as permitted, and not with a view to the distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entity. (c) The Consultant an exemption therefrom. Investor acknowledges and understands agrees that (i) the Shares shares of Common Stock are being transferred to it by the Company offered in a transaction not involving a any public offering in the United States within the meaning of the Securities Act. The Shares , and the shares of Common Stock have not yet been registered under the Securities Act andAct, if in the future the Consultant decides to offer, resell, pledge or otherwise transfer the Shares, and (ii) such Shares shares of Common Stock may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed in a transaction registered under the Securities Act, (B) pursuant to an exemption from registration under or meeting the requirements of Rule 144 promulgated under the Securities Act, if available144, or (C) pursuant to any other available in accordance with another exemption from the registration requirements of the Securities Act, Act (and in each case based upon an opinion of counsel if the Company so requests) and in accordance with any applicable Shares securities laws of any state State of the United States or any other applicable jurisdiction. Consultant . b. Investor acknowledges and agrees that if any (i) the registrar or transfer agent for the shares of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Consultant may Common Stock will not be required to deliver to the Company an opinion accept for registration of counsel transfer any shares except upon presentation of evidence satisfactory to the Company that the restrictions on transfer under the Securities Act have been complied with respect to such transfer. Absent registration or another available exemption from registration, and (ii) any shares of Common Stock in the Consultant agrees it form of definitive physical certificates will not resell the Sharesbear a restrictive legend. c. Investor acknowledges and agrees that: (da) The Consultant is sophisticated in financial matters and is able to evaluate the risks and benefits shares of the investment in the Shares. (e) The Consultant is aware that an investment in the Shares is highly speculative and subject to substantial risks because, among other things, the Shares are subject to transfer restrictions and Common Stock have not been registered under the Securities Act Act, or under any state securities laws, and therefore canare being offered and sold in reliance upon federal and state exemptions for transactions not be sold unless subsequently registered under involving any public offering; (b) Investor is acquiring the shares of Common Stock solely for its own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or an exemption the securities laws of any State of the United States or any other applicable jurisdiction; (c) Investor is a sophisticated purchaser with such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing the shares of Common Stock; (d) Investor has had the opportunity to obtain from the Company such registration is available. The Consultant information as desired in order to evaluate the merits and the risks inherent in holding the shares of Common Stock; (e) Investor is able to bear the economic risk and lack of its investment liquidity inherent in holding the Shares for an indefinite period shares of time. Common Stock; (f) The Consultant, in making Investor is an “accredited investor” within the decision to acquire meaning of Rule 501(a) under the Shares, Securities Act; and (g) and (g) Investor either has relied upon an independent investigation of a pre-existing personal or business relationship with the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees controlling persons, or any other representatives by reason of Investor’s business or agents financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly, have the capacity to protect their own interests in connection with the purchase of the Company. The Consultant Common Stock. d. Investor’s investment in the Company pursuant to this Common Stock is familiar consistent, in both nature and amount, with the business, operations Investor’s overall investment program and financial condition condition. e. Investor’s principal place of business is in the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company has had full access to such other information concerning the Company as the Consultant has requestedState of [ ].

Investor Representations. The Consultant represents and warrants to the Company that: (a) The Consultant represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law. (b) The Consultant is acquiring the Shares Warrants solely for investment purposes, for the Consultant’s own account (and/or for the account or benefit of its members or affiliates, as permitted, and not with a view to the distribution thereof and the Consultant has no present arrangement to sell the Shares Warrants to or through any person or entity. (c) The Consultant acknowledges and understands the Shares Warrants are being transferred to it by the Company in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Shares Warrants have not been registered under the Securities Act and, if in the future the Consultant decides to offer, resell, pledge or otherwise transfer the SharesWarrants, such Shares Warrants may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable Shares Warrants laws of any state or any other jurisdiction. Consultant agrees that if any transfer of its Shares Warrants or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Consultant may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Consultant agrees it will not resell the SharesWarrants. (d) The Consultant is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the SharesWarrants. (e) The Consultant is aware that an investment in the Shares Warrants is highly speculative and subject to substantial risks because, among other things, the Shares Warrants are subject to transfer restrictions and have not been registered under the Securities Act and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. The Consultant is able to bear the economic risk of its investment in the Shares Warrants for an indefinite period of time. (f) The Consultant, in making the decision to acquire the SharesWarrants, has relied upon an independent investigation of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of the Company. The Consultant is familiar with the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company has had full access to such other information concerning the Company as the Consultant has requested.

Investor Representations. The Consultant represents and warrants to the Company that: (a) The Consultant represents that it Shares acquired by Purchaser hereunder will be acquired by Purchaser for its own account for investment purposes and not with a view to distribution in violation of the Securities Act. Purchaser does not presently have any contract, undertaking or agreement with any Person to sell, transfer or grant participation rights to such Person or to any other Person with respect to any of the Shares acquired by Purchaser hereunder. (b) Purchaser is an “accredited investor” as such term is defined in within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law. (b) The Consultant is acquiring the Shares solely for investment purposes, for the Consultant’s own account (and/or for the account or benefit of its members or affiliates, as permitted, and not with a view to the distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entity. (c) The Consultant acknowledges and Purchaser understands that the Shares are characterized as “restricted securities” under the federal securities laws inasmuch as they are being transferred to it by acquired from the Company in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Shares have not been registered and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act and, if only in the future the Consultant decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, certain limited circumstances. Purchaser acknowledges and in each case in accordance with any applicable Shares laws of any state or any other jurisdiction. Consultant agrees that if any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Consultant may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Consultant agrees it will not resell the Shares. (d) The Consultant is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares. (e) The Consultant is aware that an investment in the Shares is highly speculative and subject to substantial risks because, among other things, the Shares must be held indefinitely unless they are subject to transfer restrictions and have not been registered under the Securities Act and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is availableavailable or the Company receives an opinion of counsel reasonably satisfactory to the Company that such registration is not required. The Consultant Purchaser has been advised or is able aware of the provisions of Rule 144 promulgated under the Securities Act as in effect from time to time (“Rule 144”), which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions. (d) Purchaser acknowledges and agrees that it can bear the economic risk of its investment in the Shares and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Shares. (e) Purchaser has not agreed to incur, any liability for an indefinite period brokerage or finders’ fees, agents’ commissions or other similar charges in connection with this Agreement or any of timethe transactions contemplated hereby. (f) The Consultant, in making the decision to acquire the Shares, has relied upon an independent investigation of the Company Purchaser is not relying and has not relied upon on any information or representations made by any third parties or upon any oral or written representations or assurances from warranties whatsoever regarding the Companysubject matter of this Agreement, its officersexpress or implied, directors or employees or any other representatives or agents of except for the Companyrepresentations and warranties in Section 2, including the Company Disclosure Schedule. The Consultant is familiar with Such representations and warranties by the business, operations Company constitute the sole and financial condition exclusive representations and warranties of the Company in connection with the transactions contemplated by this Agreement and has had an opportunity to ask questions ofPurchaser understands, acknowledges and receive answers from agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by the Company’s officers and directors concerning the Company has had full access to such other information concerning the Company as the Consultant has requested.

Investor Representations. The Consultant Investor hereby acknowledges, agrees with and represents and warrants to the Company thatPubco, as follows: (a) The Consultant represents Investor has full power and authority to enter into and deliver this Agreement and to perform the obligations hereunder, and the execution, delivery and performance of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the Investor. (b) The Investor acknowledges his, her or its understanding that it the offering and sale of the Shares and Warrants comprising the Units (the "Underlying Securities") is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D intended to be exempt from registration under the Securities Act of 1933, as amended (the “"Securities Act”"), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under by virtue of Section 4(2) of the Securities Act and similar exemptions under the provisions of Regulation D promulgated thereunder ("Regulation D"). In furtherance thereof, the Investor represents and warrants to Pubco as follows: (i) The Investor is acquiring the Underlying Securities solely for the Investor's own beneficial account, for investment purposes, and not with view to, or resale in connection with, any distribution of the Underlying Securities, in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Underlying Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of the Underlying Securities (this representation and warranty not limiting the Investor's right to sell the Underlying Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. (bii) The Consultant is Investor has the financial ability to bear the economic risk of his, her or its investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to the investment in Pubco. (iii) The Investor and the Investor's attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, "Advisors"), have received, carefully reviewed and understand the information contained in the Confidential Private Placement Memorandum, dated October 17, 2007, together with all appendices and exhibits thereto (as such documents may be amended or supplemented, the "Memorandum"), relating to the Offering. (iv) The Investor (together with his, her or its Advisors, if any) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Units. If other than an individual, the Investor also represents it has not been organized solely for the purpose of acquiring the Shares solely for investment purposes, for the Consultant’s own account (and/or for the account or benefit of its members or affiliates, as permitted, and not with a view to the distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entityUnits. (c) The Consultant acknowledges information in the Confidential Investor Questionnaire attached hereto as Exhibit A and understands the Shares are being transferred to it completed and executed by the Company Investor is true and accurate in a transaction all respects, and the Investor is an "accredited investor," as that term is defined in Rule 501(a) of Regulation D. (d) The Investor is not involving a public offering relying on Pubco or its affiliates or agents with respect to economic considerations involved in this investment. The Investor has relied on the advice of, or has consulted with, only his, her or its Advisors. Each Advisor, if any, is capable of evaluating the merits and risks of an investment in the United States within Units as such are described in the meaning Memorandum, and each Advisor, if any, has disclosed to the Investor in writing (a copy of which is annexed to this Agreement) the specific details of any and all past, present or future relationships, actual or contemplated, between the Advisor and the Placement Agent or any affiliate or sub-agent thereof. (e) The Investor represents, warrants and agrees that he, she or it will not sell or otherwise transfer the Underlying Securities without registration under the Securities Act. The Shares Act or an exemption therefrom, and fully understands and agrees that the Investor must bear the economic risk of his, her or its purchase because, among other reasons, the Underlying Securities have not been registered under the Securities Act and, if in the future the Consultant decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable Shares securities laws of any state and, therefore, cannot be resold, pledged, assigned or any other jurisdiction. Consultant agrees that if any transfer otherwise disposed of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Consultant may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Consultant agrees it will not resell the Shares. (d) The Consultant is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares. (e) The Consultant is aware that an investment in the Shares is highly speculative and subject to substantial risks because, among other things, the Shares unless they are subject to transfer restrictions and have not been subsequently registered under the Securities Act and therefore cannot be sold unless subsequently registered under the Securities Act applicable securities laws of such states, or an exemption from such registration is available. In particular, the Investor is aware that the Underlying Securities are "restricted securities," as such term is defined in Rule 144 promulgated under the Securities Act ("Rule 144"), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Consultant Investor also understands that, except as otherwise provided in Section 4 hereof, Pubco is able under no obligation to bear register the economic risk Underlying Securities on his, her or its behalf or to assist them in complying with any exemption from registration under the Securities Act or applicable state securities laws. The Investor understands that any sales or transfers of its investment in the Shares for an indefinite period Underlying Securities are further restricted by state securities laws and the provisions of timethis Agreement. (f) The ConsultantInvestor understands and agrees that the certificates for the Underlying Securities shall bear substantially the following legend until (i) the Shares shall have been registered under the Securities Act and effectively disposed of in accordance with a registration statement that has been declared effective or (ii) in the opinion of counsel for Pubco, the Shares may be sold without registration under the Securities Act, as well as any applicable "blue sky" or state securities laws: [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS [EXERCISABLE] [CONVERTIBLE]] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON [EXERCISE] [CONVERSION] OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. The Company acknowledges and agrees that the Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in making some or all of the decision Underlying Securities to acquire a financial institution that is an "accredited investor" as defined in Rule 501(a) under the SharesSecurities Act and who agrees to be bound by the provisions of this Agreement and the Registration Rights Agreement and, has relied upon an independent investigation if required under the terms of such arrangement, the Investor may transfer pledged or secured Underlying Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the Investor's expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Underlying Securities may reasonably request in connection with a pledge or transfer of the Underlying Securities, including, if the Underlying Securities are subject to registration pursuant to the Registration Rights Agreement, the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities Act. (g) No representations or warranties have been made to the Investor by Pubco or RedRoller, or any of their respective officers, employees, agents, sub-agents, affiliates or subsidiaries, other than any representations of Pubco or RedRoller contained in the Memorandum or this Agreement, and in subscribing for the Units the Investor is not relying upon any representations other than those contained in the Memorandum or this Agreement. (h) The Investor understands and acknowledges that his, her or its purchase of the Units is a speculative investment that involves a high degree of risk and the potential loss of the Investor's entire investment and has carefully read and considered the matters set forth in the Memorandum, in particular the matters discussed in the Section contained therein entitled "RISK FACTORS," and, in particular, acknowledges that Pubco has a limited operating history and, subsequent to the Merger, will be engaged in a highly-competitive business sector. (i) The Investor's overall commitment to investments that are not readily marketable is not disproportionate to the Investor's net worth, and an investment in the Units will not cause such overall commitment to become excessive. (j) Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities commission has approved the Underlying Securities or passed upon or endorsed the merits of the Offering or confirmed the accuracy or determined the adequacy of the Memorandum. The Memorandum has not relied upon any information or representations made been reviewed by any third parties federal, state or upon other regulatory authority. Any representation to the contrary is a crime. (k) The Investor and his, her or its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of Pubco and RedRoller concerning the offering of the Units and the business, finxxxxxx xxndition, results of operations and prospects of Pubco and RedRoller, and all such questions have been answered to the full satxxxxxxxxx of the Investor and his, her or its Advisors, if any. (l) The Investor is unaware of, is in no way relying on, and did not become aware of the offering of the Units through or as a result of, any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or electronic mail over the Internet, in connection with the offering and sale of the Units and is not subscribing for Units and did not become aware of the offering of the Units through or as a result of any seminar or meeting to which the Investor was invited by, or any solicitation of a subscription by, a person not previously known to the Investor in connection with investments in securities generally. (m) The Investor has taken no action which would give rise to any claim by any person for brokerage commissions, finders, fees or the like relating to this Agreement or the transactions contemplated hereby (other than commissions to be paid by Pubco and RedRoller to the Placement Agent, its sub-agents or as othxxxxxe described in the Memorandum). (n) The Investor is not relying on Pubco, RedRoller, the Placement Agent, or any of their respective employees, agents or sub-agents with respect to the legal, tax, economic and related considerations of an investment in the Units, and the Investor has relied on the advice of, or has consulted with, only his, her or its own Advisors. (o) The Investor acknowledges that any estimates or forward-looking statements or projections included in the Memorandum were prepared by the future management of Pubco in good faith, but that the attainment of any such projections, estimates or forward-looking statements cannot be guaranteed by Pubco, RedRoller or their respective management and should not be relied upon. (p) No oral or written representations have been made, or assurances from oral or written information furnished, to the CompanyInvestor or his, her or its officersAdvisors, directors if any, in connection with the offering of the Units which are in any way inconsistent with the information contained in the Memorandum. (q) The Investor's substantive relationship with the Placement Agent or employees sub-agents through which the Investor is subscribing for Units predates the Placement Agent's or such sub-agents' contact with the Investor regarding an investment in the Units. (r) (For ERISA plans only) The fiduciary of the ERISA plan (the "Plan") represents that such fiduciary has been informed of and understands Pubco's investment objectives, policies and strategies, and that the decision to invest "plan assets" (as such term is defined in ERISA) in Pubco is consistent with the provisions of ERISA that require diversification of plan assets and impose other fiduciary responsibilities. The subscriber or Plan fiduciary (a) is responsible for the decision to invest in Pubco; (b) is independent of Pubco and any of its affiliates; (c) is qualified to make such investment decision; and (d) in making such decision, the subscriber or Plan fiduciary has not relied primarily on any advice or recommendation of Pubco or any other representatives of its affiliates or agents of the Company. The Consultant is familiar with the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company has had full access to such other information concerning the Company as the Consultant has requestedits agents.

Investor Representations. The Consultant represents and warrants to the Company that: (a) The Consultant represents that it This Agreement is an “accredited investor” as made with the Buyer in reliance upon the Buyer’s representation to the Seller and the Subsidiary, which by such term is defined in Rule 501(a) Buyer’s execution of Regulation D under the Securities Act of 1933this Agreement such Buyer hereby confirms, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law. (b) The Consultant is acquiring the Shares solely Membership Interests will be acquired for investment purposes, for the Consultantsuch Buyer’s own account (and/or for the account account, not as a nominee or benefit of its members or affiliates, as permittedagent, and not with a view to the distribution thereof of any part thereof, and the Consultant that such Buyer has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Buyer further represents that such Buyer does not have any contract, undertaking, agreement or arrangement to sell the Shares to or through with any person to sell, transfer or entitygrant participations to such person or to any third person, with respect to any of the Membership Interests. Notwithstanding the foregoing the Seller and the Subsidiary acknowledge that it is the Buyers intention to sell, transfer and otherwise assign the Membership Interests to Viisage Corporation or a subsidiary of Viisage (collectively “Viisage”) after the closing of the Buyer’s pending transaction with Viisage in a transaction that does not require registration under applicable Federal or state securities laws. In connection with such intention the Buyer will deliver to Viisage copies of due diligence materials, draft agreements and other information in connection with the transactions contemplated by this Agreement. The Seller and the Subsidiary irrevocably agree that the delivery of such due diligence documents, draft agreements and other information to Viisage and the planned transfer, sale and assignment of the Membership Interests to Viisage will not be deemed a breach of any representation or warranty contained in this Agreement. (b) The Buyer, and the equity owners of the Buyer, are investors in securities of companies in the development stage and are able to fend for themselves, can bear the economic risk of their investment in the Membership Interests, and have such knowledge and experience in financial or business matters that they are capable of evaluating the merits and risks of their investment in the Membership Interests. (c) The Consultant acknowledges and Buyer is an “accredited investor” within the meaning of SEC Rule 501 of Regulation D, as presently in effect. (d) The Buyer understands that the Shares Membership Interests will be characterized as “restricted securities” under the federal securities laws inasmuch as they are being transferred to it by acquired from affiliates of the Company Subsidiary in a transaction not involving a public offering in the United States within the meaning of and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933 (the “Act”), only in certain limited circumstances. The Shares In this connection, the Buyer represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act. (e) It is understood that the certificates, if any, evidencing the Membership Interests may bear the following legend: “These securities have not been registered under the Securities Act andof 1933, if in the future the Consultant decides to offeras amended. They may not be sold, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resoldoffered for sale, pledged or otherwise transferred only (A) pursuant to an effective hypothecated in the absence of a registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance effect with any applicable Shares laws of any state or any other jurisdiction. Consultant agrees that if any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Consultant may be required to deliver respect to the Company securities under such Act or an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Consultant agrees it will not resell the Shares. (d) The Consultant is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares. (e) The Consultant is aware issuer that an investment in the Shares is highly speculative and subject to substantial risks because, among other things, the Shares are subject to transfer restrictions and have not been registered under the Securities Act and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. The Consultant is able not required or unless sold pursuant to bear the economic risk Rule 144 of its investment in the Shares for an indefinite period of timesuch Act. (f) The Consultant, in making the decision to acquire the Shares, has relied upon an independent investigation of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of the Company. The Consultant is familiar with the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company has had full access to such other information concerning the Company as the Consultant has requested.”

Investor Representations. The Consultant represents and warrants to the Company that: (a) The Consultant represents Holders confirm that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption they have been given sufficient access to “accredited investors” under the Securities Act and similar exemptions under state law. (b) The Consultant is acquiring the Shares solely for investment purposes, for the Consultant’s own account (and/or for the account or benefit of its members or affiliates, as permitted, and not with a view to the distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entity. (c) The Consultant acknowledges and understands the Shares are being transferred to it by the Company in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Shares have not been registered under the Securities Act and, if in the future the Consultant decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable Shares laws of any state or any other jurisdiction. Consultant agrees that if any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Consultant may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Consultant agrees it will not resell the Shares. (d) The Consultant is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares. (e) The Consultant is aware that an investment in the Shares is highly speculative and subject to substantial risks because, among other things, the Shares are subject to transfer restrictions and have not been registered under the Securities Act and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. The Consultant is able to bear the economic risk of its investment in the Shares for an indefinite period of time. (f) The Consultant, in making the decision to acquire the Shares, has relied upon an independent investigation of information regarding the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, in connection with its officers, directors or employees or any other representatives or agents receipt of the Company. The Consultant is familiar with Restricted Shares under this Agreement, including the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from from, persons acting on behalf of the Company and concerning the Company’s officers financial affairs, prospects and directors concerning condition. (b) The Holders represent and warrant that (i) they are resident in or otherwise subject to the securities legislation of the United States, and the issuance of the Restricted Shares to the Holders under this Agreement shall occur only in the United States; (ii) the Holders, by reason of their business or financial expertise, have the capacity to protect their own interests in connection with its acquisition of the Restricted Shares; and (iii) the Holders are “accredited investors” as defined in Rule 501 of Regulation D of the Securities Act. (c) The Holders represent, warrant and covenant that they shall acquire the Restricted Shares issuable under this Agreement for their own account and not for the account or on behalf of others, and they are doing so with the intent of retaining such Restricted Shares as an investment and without the current intent to redistribute (other than distributions to the Holders’ stockholders as of the Purchase Closing) such Restricted Shares. (d) The Holders acknowledge that: (i) no securities commission or similar authority has reviewed or passed on the merits of the Restricted Shares issuable under this Agreement; (ii) there is no government or other insurance covering such Restricted Shares; and (iii) there are risks associated with the acquisition of the Restricted Shares, including without limitation those described in the Company’s filings with the Securities and Exchange Commission. (e) The Holders acknowledge that (i) they must and shall bear the economic risk of holding the Restricted Shares issuable under this Agreement, which may be for an indefinite period of time, because at the time such Restricted Shares are issued they will not have been registered under the Securities Act or any other securities law and, therefore, cannot be sold unless they are subsequently registered under applicable federal and state securities laws or an exemption from such registration is available; (ii) the Restricted Shares may not be resold or transferred on the official stock transfer records of the Company has had full access without furnishing to such other information concerning the Company as an opinion of counsel reasonably acceptable to the Consultant has requestedCompany that such sale or transfer of the Restricted Shares will not violate the registration provisions of applicable federal and state securities laws; and (iii) certificates representing the Restricted Shares shall have endorsed on them a restrictive legend to this effect. (f) The Holders acknowledge that the Company is relying on the representations, warranties, covenants and acknowledgments in this Section 2.4 to ensure that any Restricted Shares issued under the terms of this Agreement can be issued in reliance on exemptions from registration requirements under United States federal and state securities laws.

Investor Representations. The Consultant represents Company is issuing the Buyer Shares to Seller in reliance upon the following representations made by Seller as of the date hereof and warrants to the Company thateach date of issuance of Buyer Shares: (a) The Consultant represents 2.14.1 Seller acknowledges and agrees that it is an the Buyer Shares are characterized as “accredited investorrestricted securities” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, 1933 (as amended (and together with the rules and regulations promulgated thereunder, the “Securities Act”)) and that, and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under state law. (b) The Consultant is acquiring the Shares solely for investment purposes, for the Consultant’s own account (and/or for the account Securities Act or benefit of its members or affiliates, as permitted, and not with a view to the distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entity. (c) The Consultant an exemption therefrom. Seller acknowledges and understands agrees that (i) the Buyer Shares are being transferred to it by the Company offered in a transaction not involving a any public offering in the United States within the meaning of the Securities Act. The , and the Buyer Shares have not yet been registered under the Securities Act andAct, if in and (ii) the future the Consultant decides to offer, resell, pledge or otherwise transfer the Shares, such Buyer Shares may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed in a transaction registered under the Securities Act, (B) pursuant to an exemption from registration under or meeting the requirements of Rule 144 promulgated under the Securities Act, if available144, or (C) pursuant to any other available in accordance with another exemption from the registration requirements of the Securities Act, Act (and in each case based upon an opinion of counsel if the Company so requests) and in accordance with any applicable Shares securities laws of any state State of the United States or any other applicable jurisdiction. Consultant . 2.14.2 Seller acknowledges and agrees that if any (i) the registrar or transfer of its agent for the Buyer Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Consultant may will not be required to deliver to the Company an opinion accept for registration of counsel transfer any shares except upon presentation of evidence satisfactory to the Company that the restrictions on transfer under the Securities Act have been complied with respect to such transfer. Absent registration or another available exemption from registration, and (ii) any Buyer Shares in the Consultant agrees it form of definitive physical certificates will not resell the Sharesbear a restrictive legend. 2.14.3 Seller acknowledges and agrees that: (da) The Consultant is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares. (e) The Consultant is aware that an investment in the Buyer Shares is highly speculative and subject to substantial risks because, among other things, the Shares are subject to transfer restrictions and have not been registered under the Securities Act Act, or under any state securities laws, and therefore canare being offered and sold in reliance upon federal and state exemptions for transactions not be sold unless subsequently registered under involving any public offering; (b) Seller is obtaining the Buyer Shares solely for its own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or an exemption the securities laws of any State of the United States or any other applicable jurisdiction; (c) Seller is a sophisticated party with such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing the Buyer Shares; (d) Seller has had the opportunity to obtain from the Company such registration is available. The Consultant information as desired in order to evaluate the merits and the risks inherent in holding the Buyer Shares; (e) Seller is able to bear the economic risk and lack of its investment liquidity inherent in holding the Shares for an indefinite period of time. Buyer Shares; and (f) The Consultant, Seller is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act. 2.14.4 Seller’s principal place of business is as set forth in making the decision to acquire the Shares, has relied upon an independent investigation of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of the Company. The Consultant is familiar with the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company has had full access to such other information concerning the Company as the Consultant has requestedSection 6.4.

Investor Representations. The Consultant represents and warrants to the Company that: (a) The Consultant represents that it is an “"accredited investor” " as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “"Securities Act”"), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “"accredited investors” " under the Securities Act and similar exemptions under state law. (b) The Consultant is acquiring the Shares solely for investment purposes, for the Consultant’s 's own account (and/or for the account or benefit of its members or affiliates, as permitted, and not with a view to the distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entity. (c) The Consultant acknowledges and understands the Shares are being transferred to it by the Company in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Shares have not been registered under the Securities Act and, if in the future the Consultant decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable Shares laws of any state or any other jurisdiction. Consultant agrees that if any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Consultant may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Consultant agrees it will not resell the Shares. (d) The Consultant is sophisticated in financial matters and is able to evaluate the risks and benefits of the its investment in the Shares. (e) The Consultant is aware that an investment in the Shares is highly speculative and subject to substantial risks because, among other things, the Shares are subject to transfer restrictions and have not been registered under the Securities Act and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. The Consultant is able to bear the economic risk of its investment in the Shares for an indefinite period of time. (f) The Consultant, in making the decision to acquire the Shares, has relied upon an independent investigation of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of the Company. The Consultant is familiar with the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s 's officers and directors concerning the Company has had full access to such other information concerning the Company as the Consultant has requested.

Investor Representations. The Consultant represents Company is issuing the Common Stock and warrants Warrants, and will issue the Common Stock underlying the Warrants (collectively, the “Securities’) to Investor in reliance upon the Company thatfollowing representations made by Investor: (a) The Consultant represents Investor acknowledges and agrees that it is an the Securities are characterized as “accredited investorrestricted securities” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, 1933 (as amended (and together with the rules and regulations promulgated thereunder, the “Securities Act”)) and that, and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under state law. (b) The Consultant is acquiring the Shares solely for investment purposes, for the Consultant’s own account (and/or for the account Securities Act or benefit of its members or affiliates, as permitted, and not with a view to the distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entity. (c) The Consultant an exemption therefrom. Investor acknowledges and understands agrees that (i) the Shares Securities are being transferred to it by the Company offered in a transaction not involving a any public offering in the United States within the meaning of the Securities Act. The Shares , and the shares of Common Stock have not yet been registered under the Securities Act andAct, if in and (ii) the future the Consultant decides to offer, resell, pledge or otherwise transfer the Shares, such Shares Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed in a transaction registered under the Securities Act, (B) pursuant to an exemption from registration under or meeting the requirements of Rule 144 promulgated under the Securities Act, if available144, or (C) pursuant to any other available in accordance with another exemption from the registration requirements of the Securities Act, Act (and in each case based upon an opinion of counsel if the Company so requests) and in accordance with any applicable Shares securities laws of any state State of the United States or any other applicable jurisdiction. Consultant . (b) Investor acknowledges and agrees that if any (i) the registrar or transfer agent for the shares of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Consultant may Common Stock will not be required to deliver to the Company an opinion accept for registration of counsel transfer any shares except upon presentation of evidence satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, that the Consultant agrees it will not resell the Shares. (d) The Consultant is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares. (e) The Consultant is aware that an investment in the Shares is highly speculative and subject to substantial risks because, among other things, the Shares are subject to restrictions on transfer restrictions and have not been registered under the Securities Act have been complied with, and therefore can(ii) any shares of Common Stock in the form of definitive physical certificates will bear a restrictive legend. (c) Investor acknowledges and agrees that: (a) the Securities are being offered and sold in reliance upon federal and state exemptions for transactions not be sold unless subsequently registered under involving any public offering; (b) Investor is acquiring the Securities solely for its own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or an exemption the securities laws of any State of the United States or any other applicable jurisdiction; (c) Investor is a sophisticated purchaser with such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing the Securities; (d) Investor has had the opportunity to obtain from the Company such registration is available. The Consultant information as desired in order to evaluate the merits and the risks inherent in holding the Securities; (e) Investor is able to bear the economic risk and lack of its investment liquidity inherent in holding the Shares for an indefinite period of time. Securities; (f) The ConsultantInvestor is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act, in making and the decision to acquire the Shares, attached ACCREDITED INVESTOR QUESTIONNAIRE has relied upon an independent investigation of been completed by Investor truthfully and accurately; and (g) Investor either has a pre-existing personal or business relationship with the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees controlling persons, or any other representatives by reason of Investor’s business or agents financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly, have the capacity to protect their own interests in connection with the purchase of the Securities. (d) Investor’s investment in the Company pursuant to the Securities is consistent, in both nature and amount, with Investor’s overall investment program and financial condition. Investor has had the opportunity to review the Company’s public reports filed with the Securities and Exchange Commission which contain the most recent public information regarding the Company (the “SEC Filings’), and which include certain risk factors related to the Company and an investment in the Company. The Consultant Investor has not been furnished any literature other than the SEC Filings and is familiar with the businessnot relying on any information, operations and financial condition of representation or warranty by the Company and has had an opportunity or any of its affiliates or agents, other than information contained in the SEC Filings, in determining whether to ask questions of, and receive answers from purchase the CompanySecurities. (e) Investor’s officers and directors concerning principal residence/principal place of business is in the Company has had full access to such other information concerning state identified on the Company as the Consultant has requestedsignature page below.

Investor Representations. The Consultant represents and warrants Company is issuing the Common Stock to Investor in reliance upon the Company thatfollowing representations made by Investor: (a) The Consultant represents Investor acknowledges and agrees that it is an the shares of Common Stock are characterized as “accredited investorrestricted securities” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, 1933 (as amended (and together with the rules and regulations promulgated thereunder, the “Securities Act”)) and that, and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under state law. (b) The Consultant is acquiring the Shares solely for investment purposes, for the Consultant’s own account (and/or for the account Securities Act or benefit of its members or affiliates, as permitted, and not with a view to the distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entity. (c) The Consultant an exemption therefrom. Investor acknowledges and understands agrees that (i) the Shares shares of Common Stock are being transferred to it by the Company offered in a transaction not involving a any public offering in the United States within the meaning of the Securities Act. The Shares , and the shares of Common Stock have not yet been registered under the Securities Act andAct, if in the future the Consultant decides to offer, resell, pledge or otherwise transfer the Shares, and (ii) such Shares shares of Common Stock may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed in a transaction registered under the Securities Act, (B) pursuant to an exemption from registration under or meeting the requirements of Rule 144 promulgated under the Securities Act, if available144, or (C) pursuant to any other available in accordance with another exemption from the registration requirements of the Securities Act, Act (and in each case based upon an opinion of counsel if the Company so requests) and in accordance with any applicable Shares securities laws of any state State of the United States or any other applicable jurisdiction. Consultant . (b) Investor acknowledges and agrees that if any (i) the registrar or transfer agent for the shares of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Consultant may Common Stock will not be required to deliver to the Company an opinion accept for registration of counsel transfer any shares except upon presentation of evidence satisfactory to the Company that the restrictions on transfer under the Securities Act have been complied with respect to such transfer. Absent registration or another available exemption from registration, and (ii) any shares of Common Stock in the Consultant agrees it form of definitive physical certificates will not resell the Sharesbear a restrictive legend. (dc) The Consultant is sophisticated in financial matters Investor acknowledges and is able to evaluate agrees that: (a) the risks and benefits shares of the investment in the Shares. (e) The Consultant is aware that an investment in the Shares is highly speculative and subject to substantial risks because, among other things, the Shares are subject to transfer restrictions and Common Stock have not been registered under the Securities Act Act, or under any state securities laws, and therefore canare being offered and sold in reliance upon federal and state exemptions for transactions not be sold unless subsequently registered under involving any public offering; (b) Investor is acquiring the shares of Common Stock solely for its own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or an exemption the securities laws of any State of the United States or any other applicable jurisdiction; (c) Investor is a sophisticated purchaser with such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing the shares of Common Stock; (d) Investor has had the opportunity to obtain from the Company such registration is available. The Consultant information as desired in order to evaluate the merits and the risks inherent in holding the shares of Common Stock; (e) Investor is able to bear the economic risk and lack of its investment liquidity inherent in holding the Shares for an indefinite period shares of time. Common Stock; (f) The Consultant, in making Investor is an “accredited investor” within the decision to acquire meaning of Rule 501(a) under the Shares, Securities Act; and (g) and (g) Investor either has relied upon an independent investigation of a pre-existing personal or business relationship with the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees controlling persons, or any other representatives by reason of Investor’s business or agents financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly, have the capacity to protect their own interests in connection with the purchase of the Company. The Consultant Common Stock. (d) Investor’s investment in the Company pursuant to this Common Stock is familiar consistent, in both nature and amount, with the business, operations Investor’s overall investment program and financial condition condition. (e) Investor’s principal residence is in the State of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company has had full access to such other information concerning the Company as the Consultant has requestedFlorida.

Investor Representations. The Consultant represents and warrants Company is issuing the Common Stock to Investor in reliance upon the Company thatfollowing representations made by Investor: (a) The Consultant represents Investor acknowledges and agrees that it is an the shares of Common Stock are characterized as “accredited investorrestricted securities” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, 1933 (as amended (and together with the rules and regulations promulgated thereunder, the “Securities Act”)) and that, and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under state law. (b) The Consultant is acquiring the Shares solely for investment purposes, for the Consultant’s own account (and/or for the account Securities Act or benefit of its members or affiliates, as permitted, and not with a view to the distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entity. (c) The Consultant an exemption therefrom. Investor acknowledges and understands agrees that (i) the Shares shares of Common Stock are being transferred to it by the Company offered in a transaction not involving a any public offering in the United States within the meaning of the Securities Act. The Shares , and the shares of Common Stock have not yet been registered under the Securities Act andAct, if in the future the Consultant decides to offer, resell, pledge or otherwise transfer the Shares, and (ii) such Shares shares of Common Stock may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed in a transaction registered under the Securities Act, (B) pursuant to an exemption from registration under or meeting the requirements of Rule 144 promulgated under the Securities Act, if available144, or (C) pursuant to any other available in accordance with another exemption from the registration requirements of the Securities Act, Act (and in each case based upon an opinion of counsel if the Company so requests) and in accordance with any applicable Shares securities laws of any state State of the United States or any other applicable jurisdiction. Consultant . (b) Investor acknowledges and agrees that if any (i) the registrar or transfer agent for the shares of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Consultant may Common Stock will not be required to deliver to the Company an opinion accept for registration of counsel transfer any shares except upon presentation of evidence satisfactory to the Company that the restrictions on transfer under the Securities Act have been complied with respect to such transfer. Absent registration or another available exemption from registration, and (ii) any shares of Common Stock in the Consultant agrees it form of definitive physical certificates will not resell the Sharesbear a restrictive legend. (dc) The Consultant is sophisticated in financial matters Investor acknowledges and is able to evaluate the risks and benefits of the investment in the Shares.agrees that: (ea) The Consultant is aware that an investment in the Shares is highly speculative and subject to substantial risks because, among other things, the Shares are subject to transfer restrictions and shares of Common Stock have not been registered under the Securities Act Act, or under any state securities laws, and therefore canare being offered and sold in reliance upon federal and state exemptions for transactions not be sold unless subsequently registered under involving any public offering; (b) Investor is acquiring the shares of Common Stock solely for its own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or an exemption the securities laws of any State of the United States or any other applicable jurisdiction; (c) Investor is a sophisticated purchaser with such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing the shares of Common Stock; (d) Investor has had the opportunity to obtain from the Company such registration is available. The Consultant information as desired in order to evaluate the merits and the risks inherent in holding the shares of Common Stock; (e) Investor is able to bear the economic risk and lack of its investment liquidity inherent in holding the Shares for an indefinite period shares of time.Common Stock; (f) The Consultant, in making Investor is an “accredited investor” within the decision to acquire meaning of Rule 501(a) under the Shares, Securities Act; and (g) Investor either has relied upon an independent investigation of a pre-existing personal or business relationship with the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees controlling persons, or any other representatives by reason of Investor’s business or agents financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly, have the capacity to protect their own interests in connection with the purchase of the Company. The Consultant Common Stock. (d) Investor’s investment in the Company pursuant to this Common Stock is familiar consistent, in both nature and amount, with the business, operations Investor’s overall investment program and financial condition condition. (e) Investor’s principal residence is in the Peoples’ Republic of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company has had full access to such other information concerning the Company as the Consultant has requestedChina.

Investor Representations. The Consultant represents and warrants Company is issuing the Common Stock to Investor in reliance upon the Company thatfollowing representations made by Investor: (a) The Consultant represents Investor acknowledges and agrees that it is an the shares of Common Stock are characterized as “accredited investorrestricted securities” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, 1933 (as amended (and together with the rules and regulations promulgated thereunder, the “Securities Act”)) and that, and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under state law. (b) The Consultant is acquiring the Shares solely for investment purposes, for the Consultant’s own account (and/or for the account Securities Act or benefit of its members or affiliates, as permitted, and not with a view to the distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entity. (c) The Consultant an exemption therefrom. Investor acknowledges and understands agrees that (i) the Shares shares of Common Stock are being transferred to it by the Company offered in a transaction not involving a any public offering in the United States within the meaning of the Securities Act. The Shares , and the shares of Common Stock have not yet been registered under the Securities Act andAct, if in the future the Consultant decides to offer, resell, pledge or otherwise transfer the Shares, and (ii) such Shares shares of Common Stock may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed in a transaction registered under the Securities Act, (B) pursuant to an exemption from registration under or meeting the requirements of Rule 144 promulgated under the Securities Act, if available144, or (C) pursuant to any other available in accordance with another exemption from the registration requirements of the Securities Act, Act (and in each case based upon an opinion of counsel if the Company so requests) and in accordance with any applicable Shares securities laws of any state State of the United States or any other applicable jurisdiction. Consultant . (b) Investor acknowledges and agrees that if any (i) the registrar or transfer agent for the shares of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Consultant may Common Stock will not be required to deliver to the Company an opinion accept for registration of counsel transfer any shares except upon presentation of evidence satisfactory to the Company that the restrictions on transfer under the Securities Act have been complied with respect to such transfer. Absent registration or another available exemption from registration, and (ii) any shares of Common Stock in the Consultant agrees it form of definitive physical certificates will not resell the Sharesbear a restrictive legend. (dc) The Consultant is sophisticated in financial matters Investor acknowledges and is able to evaluate agrees that: (a) the risks and benefits shares of the investment in the Shares. (e) The Consultant is aware that an investment in the Shares is highly speculative and subject to substantial risks because, among other things, the Shares are subject to transfer restrictions and Common Stock have not been registered under the Securities Act Act, or under any state securities laws, and therefore canare being offered and sold in reliance upon federal and state exemptions for transactions not be sold unless subsequently registered under involving any public offering; (b) Investor is acquiring the shares of Common Stock solely for its own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or an exemption the securities laws of any State of the United States or any other applicable jurisdiction; (c) Investor is a sophisticated purchaser with such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing the shares of Common Stock; (d) Investor has had the opportunity to obtain from the Company such registration is available. The Consultant information as desired in order to evaluate the merits and the risks inherent in holding the shares of Common Stock; (e) Investor is able to bear the economic risk and lack of its liquidity inherent in holding the shares of Common Stock; and (f) Investor is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act. (d) Investor’s investment in the Shares for an indefinite period of timeCompany pursuant to this Common Stock is consistent, in both nature and amount, with Investor’s overall investment program and financial condition. (fe) The Consultant, in making Investor’s principal residence is as set forth on the decision to acquire the Shares, has relied upon an independent investigation of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of the Company. The Consultant is familiar with the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company has had full access to such other information concerning the Company as the Consultant has requestedsignature page hereto.

Investor Representations. The Consultant represents and warrants to the Company that: (a) The Consultant represents Purchaser is acquiring the Purchased Interest solely for Purchaser's own account and beneficial interest for investment and not with a view to sell, transfer or distribute the Purchased Interest or any part thereof, has no present intention of selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not presently have reason to anticipate a change in such intention. (b) Purchaser understands that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D the Purchased Interest has not been, and will not be, registered under the Securities Act of 1933, as amended (the “"Securities Act”"), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on by reason of a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law. (b) The Consultant is acquiring the Shares solely for investment purposes, for the Consultant’s own account (and/or for the account or benefit of its members or affiliates, as permitted, and not with a view to the distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entity. (c) The Consultant acknowledges and understands the Shares are being transferred to it by the Company in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Shares have not been registered under the Securities Act and, if in the future the Consultant decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available specific exemption from the registration requirements provisions of the Securities Act, and in each case in accordance with any applicable Shares laws of any state or any other jurisdiction. Consultant agrees that if any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Consultant may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Consultant agrees it will not resell the Shares. (d) The Consultant is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares. (e) The Consultant is aware that an investment in the Shares is highly speculative and subject to substantial risks becauseAct which depends upon, among other things, the Shares bona fide nature of the investment intent and the accuracy of Purchaser's representations as expressed herein. Purchaser understands that the Purchased Interest are subject "restricted securities" under applicable U.S. federal and state securities laws and that, pursuant to transfer restrictions and have not been these laws, Purchaser must hold the Purchased Interest indefinitely unless they are registered under with the Securities Act and therefore cannot be sold unless subsequently registered under the Securities Act Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Consultant Purchaser acknowledges that WCMH has no obligation to register or qualify the Purchased Interest for resale. Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Purchased Interest, and on requirements relating to WCMH which are outside of Purchaser's control, and which WCMH is under no obligation and may not be able to bear the economic risk of its investment in the Shares for an indefinite period of timesatisfy. (fc) The Consultant, in making the decision to acquire the Shares, has relied upon an independent investigation Purchaser understands that no public market now exists for any of the Company Purchased Interest and that WCHM has not relied upon any made no assurances that a public market will ever exist for the Purchased Interest. (d) Without lessening or obviating the representations and warranties of Seller set forth in Article 3 below, Purchaser hereby: (A) acknowledges that Purchaser has received all the information or representations made by any third parties or upon any oral or written representations or assurances Purchaser has requested from Seller about the CompanyPurchased Interest, its officersWCMH, directors or employees or any other representatives or agents of and the Company. The Consultant is familiar with the businessAssets, operations and financial condition of the Company and (B) represents that Purchaser has had an opportunity to ask questions of, and receive answers from Seller regarding Purchased Interest, WCMH, and the Company’s officers Assets and directors concerning to obtain any additional information necessary to verify the Company accuracy of the information given Purchaser, (C) has had full access read the Operating Agreement in its entirety, and (D) has specific knowledge and experience in financial and business matters and investments such that Purchaser is capable of evaluating the merits and risk of its investment in WCMH and the Assets by virtue of its purchase of the Purchased Interest. (e) Purchaser acknowledges that investment in WCMH and the Assets involves a high degree of risk, and represents that Purchaser is able, without materially impairing Purchaser's financial condition, to such other information concerning hold the Company as Purchased Interest for an indefinite period of time regardless of whether or not dividends are paid by WCMH to Purchaser in respect of the Consultant has requestedPurchased Interest.

Investor Representations. The Consultant represents and warrants Company is issuing the common stock to Investor in reliance upon the Company thatfollowing representations made by Investor: (a) The Consultant represents Investor acknowledges and agrees that it is an the Securities are characterized as “accredited investorrestricted securities” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, 1933 (as amended (and together with the rules and regulations promulgated thereunder, the “Securities Act”)) and that, and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under state law. (b) The Consultant is acquiring the Shares solely for investment purposes, for the Consultant’s own account (and/or for the account Securities Act or benefit of its members or affiliates, as permitted, and not with a view to the distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entity. (c) The Consultant an exemption therefrom. Investor acknowledges and understands agrees that (i) the Shares Securities are being transferred to it by the Company offered in a transaction not involving a any public offering in the United States within the meaning of the Securities Act. The Shares , and the Securities have not yet been registered under the Securities Act andAct, if in the future the Consultant decides to offer, resell, pledge or otherwise transfer the Shares, and (ii) such Shares Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed in a transaction registered under the Securities Act, (B) pursuant to an exemption from registration under or meeting the requirements of Rule 144 promulgated under the Securities Act, if available144, or (C) pursuant to any other available in accordance with another exemption from the registration requirements of the Securities Act, Act (and in each case based upon an opinion of counsel if the Company so requests) and in accordance with any applicable Shares securities laws of any state State of the United States or any other applicable jurisdiction. Consultant . (b) Investor acknowledges and agrees that if any (i) the registrar or transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, agent for the Consultant may Securities shall not be required to deliver to the Company an opinion accept for registration of counsel transfer any shares or warrants except upon presentation of evidence satisfactory to the Company that the restrictions on transfer under the Securities Act have been complied with respect to such transfer. Absent registration or another available exemption from registration, and (ii) any Securities in the Consultant agrees it form of definitive physical certificates will not resell the Sharesbear a restrictive legend. (dc) The Consultant is sophisticated in financial matters Investor acknowledges and is able to evaluate agrees that: (a) the risks and benefits of the investment in the Shares. (e) The Consultant is aware that an investment in the Shares is highly speculative and subject to substantial risks because, among other things, the Shares are subject to transfer restrictions and Securities have not been registered under the Securities Act Act, or under any state securities laws, and therefore canare being offered and sold in reliance upon federal and state exemptions for transactions not be sold unless subsequently registered under involving any public offering; (b) Investor is acquiring the Securities solely for his own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or an exemption the securities laws of any State of the United States or any other applicable jurisdiction; (c) Investor is a sophisticated purchaser with such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing the shares of Common Stock; (d) Investor has had the opportunity to obtain from the Company such registration is available. The Consultant information as desired in order to evaluate the merits and the risks inherent in holding the Securities; (e) Investor is able to bear the economic risk and lack of its investment liquidity inherent in holding the Shares for an indefinite period of time. Securities; (f) The Consultant, in making Investor is an “accredited investor” within the decision to acquire meaning of Rule 501(a) under the Shares, Securities Act; and (g) Investor either has relied upon an independent investigation of a pre-existing personal or business relationship with the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees controlling persons, or any other representatives by reason of Investor’s business or agents financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly, have the capacity to protect their own interests in connection with the purchase of the Company. The Consultant is familiar with the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company has had full access to such other information concerning the Company as the Consultant has requestedSecurities.

Investor Representations. The Consultant Investor represents and warrants to the Company that: (a) The Consultant represents Investor acknowledges and agrees that it is an the Shares are “accredited investorrestricted securities” as such term is defined in Rule 501(a) of Regulation D under the US Securities Act of 1933, as amended (the “Securities Act”)) and that, and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under state lawthe Securities Act or an exemption therefrom. (b) The Consultant is acquiring the Shares solely for investment purposes, for the Consultant’s own account (and/or for the account or benefit of its members or affiliates, as permitted, and not with a view to the distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entity. (c) The Consultant Investor acknowledges and understands agrees that (i) the Shares are being transferred to it by the Company offered in a transaction not involving a public offering in subject to the United States within the meaning registration requirements of the Securities Act. The , and the Shares have not been registered under the Securities Act andAct, if in the future the Consultant decides to offer, resell, pledge or otherwise transfer the Shares, and (ii) such Shares may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed in a transaction registered under the Securities Act, (B) pursuant to an exemption from registration under or meeting the requirements of Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available in accordance with another exemption from the registration requirements of the Securities Act, Act (and in each case based upon an opinion of counsel if the Company so requests) and in accordance with any applicable Shares securities laws of any state State of the United States or any other applicable jurisdiction. Consultant . (c) Investor acknowledges and agrees that if any (i) the registrar or transfer of its agent for the Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Consultant may will not be required to deliver to the Company an opinion accept for registration of counsel transfer any shares except upon presentation of evidence satisfactory to the Company that the restrictions on transfer under the Securities Act have been complied with respect to such transfer. Absent registration or another available exemption from registration, and (ii) any Shares in the Consultant agrees it form of definitive physical certificates will not resell the Sharesbear a restrictive legend. (d) The Consultant Investor acknowledges and agrees that: (i) Investor is acquiring the Shares solely for its own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction; (ii) Investor is a sophisticated investor with such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing the Shares; (iii) Investor has reviewed the Company’s annual report on Form 20-F and other filings that the Company has made with the US Securities and Exchange Commission (wxx.xxx.xxx) and has had the opportunity to obtain from the Company such additional information as desired in order to evaluate the merits and the risks inherent in holding the Shares; (iv) Investor is able to evaluate bear the risks economic risk and benefits lack of liquidity inherent in holding the investment Shares; and (v) Investor either has a pre-existing personal or business relationship with the Company or its officers, directors or controlling persons, or by reason of Investor’s business or financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly, have the capacity to protect their own interests in connection with the purchase of the Shares. (e) The Consultant Investor is aware that an investment incorporated and headquartered in Hong Kong and is acquiring the Shares is highly speculative and subject to substantial risks because, among other things, outside the Shares are subject to transfer restrictions and have not been registered under United States in an “offshore transaction” in reliance on Regulation Sxxxxx the Securities Act and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. The Consultant is able to bear the economic risk of its investment in the Shares for an indefinite period of timeAct. (f) The Consultant, in making the decision to acquire the Shares, has relied upon an independent investigation of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of the Company. The Consultant is familiar with the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company has had full access to such other information concerning the Company as the Consultant has requested.

Investor Representations. The Consultant represents and warrants Company is issuing the Common Stock to Investor in reliance upon the Company thatfollowing representations made by Investor: (a) The Consultant represents Investor acknowledges and agrees that it is an the shares of Common Stock are characterized as “accredited investorrestricted securities” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, 1933 (as amended (and together with the rules and regulations promulgated thereunder, the “Securities Act”)) and that, and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under state law. (b) The Consultant is acquiring the Shares solely for investment purposes, for the Consultant’s own account (and/or for the account Securities Act or benefit of its members or affiliates, as permitted, and not with a view to the distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entity. (c) The Consultant an exemption therefrom. Investor acknowledges and understands agrees that (i) the Shares shares of Common Stock are being transferred to it by the Company offered in a transaction not involving a any public offering in the United States within the meaning of the Securities Act. The Shares , and the shares of Common Stock have not yet been registered under the Securities Act andAct, if in the future the Consultant decides to offer, resell, pledge or otherwise transfer the Shares, and (ii) such Shares shares of Common Stock may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed in a transaction registered under the Securities Act, (B) pursuant to an exemption from registration under or meeting the requirements of Rule 144 promulgated under the Securities Act, if available144, or (C) pursuant to any other available in accordance with another exemption from the registration requirements of the Securities Act, Act (and in each case based upon an opinion of counsel if the Company so requests) and in accordance with any applicable Shares securities laws of any state State of the United States or any other applicable jurisdiction. Consultant . (b) Investor acknowledges and agrees that if any (i) the registrar or transfer agent for the shares of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Consultant may Common Stock will not be required to deliver to the Company an opinion accept for registration of counsel transfer any shares except upon presentation of evidence satisfactory to the Company that the restrictions on transfer under the Securities Act have been complied with respect to such transfer. Absent registration or another available exemption from registration, and (ii) any shares of Common Stock in the Consultant agrees it form of definitive physical certificates will not resell the Sharesbear a restrictive legend. (dc) The Consultant is sophisticated in financial matters Investor acknowledges and is able to evaluate agrees that: (a) the risks and benefits shares of the investment in the Shares. (e) The Consultant is aware that an investment in the Shares is highly speculative and subject to substantial risks because, among other things, the Shares are subject to transfer restrictions and Common Stock have not been registered under the Securities Act Act, or under any state securities laws, and therefore canare being offered and sold in reliance upon federal and state exemptions for transactions not be sold unless subsequently registered under involving any public offering; (b) Investor is acquiring the shares of Common Stock solely for its own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or an exemption the securities laws of any State of the United States or any other applicable jurisdiction; (c) Investor is a sophisticated purchaser with such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing the shares of Common Stock; (d) Investor has had the opportunity to obtain from the Company such registration is available. The Consultant information as desired in order to evaluate the merits and the risks inherent in holding the shares of Common Stock; (e) Investor is able to bear the economic risk and lack of its liquidity inherent in holding the shares of Common Stock; (f) Investor is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act; and (g) and (g) Investor is an officer and/or director of the Company and has the capacity to protect his own interests in connection with the purchase of the Common Stock. (d) Investor’s investment in the Shares for an indefinite period of timeCompany pursuant to this Common Stock is consistent, in both nature and amount, with Investor’s overall investment program and financial condition. (e) Investor’s principal residence is in the United Kingdom. (f) The Consultant, in making investor is aware that the decision to acquire the Shares, has relied upon an independent investigation market price of the Company common stock is above the conversion price and has not relied upon any information consulted tax counsel in connection with such difference or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of the Company. The Consultant determined that no such consultation is familiar with the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company has had full access to such other information concerning the Company as the Consultant has requestednecessary.

Investor Representations. The Consultant represents and warrants Company is issuing the Common Stock to Investor in reliance upon the Company thatfollowing representations made by Investor: (a) The Consultant represents Investor acknowledges and agrees that it is an the shares of Common Stock are characterized as “accredited investorrestricted securities” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, 1933 (as amended (and together with the rules and regulations promulgated thereunder, the “Securities Act”)) and that, and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under state law. (b) The Consultant is acquiring the Shares solely for investment purposes, for the Consultant’s own account (and/or for the account Securities Act or benefit of its members or affiliates, as permitted, and not with a view to the distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entity. (c) The Consultant an exemption therefrom. Investor acknowledges and understands agrees that (i) the Shares shares of Common Stock are being transferred to it by the Company offered in a transaction not involving a any public offering in the United States within the meaning of the Securities Act. The Shares , and the shares of Common Stock have not yet been registered under the Securities Act andAct, if in the future the Consultant decides to offer, resell, pledge or otherwise transfer the Shares, and (ii) such Shares shares of Common Stock may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed in a transaction registered under the Securities Act, (B) pursuant to an exemption from registration under or meeting the requirements of Rule 144 promulgated under the Securities Act, if available144, or (C) pursuant to any other available in accordance with another exemption from the registration requirements of the Securities Act, Act (and in each case based upon an opinion of counsel if the Company so requests) and in accordance with any applicable Shares securities laws of any state State of the United States or any other applicable jurisdiction. Consultant . (b) Investor acknowledges and agrees that if any (i) the registrar or transfer agent for the shares of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Consultant may Common Stock will not be required to deliver to the Company an opinion accept for registration of counsel transfer any shares except upon presentation of evidence satisfactory to the Company that the restrictions on transfer under the Securities Act have been complied with respect to such transfer. Absent registration or another available exemption from registration, and (ii) any shares of Common Stock in the Consultant agrees it form of definitive physical certificates will not resell the Sharesbear a restrictive legend. (dc) The Consultant is sophisticated in financial matters Investor acknowledges and is able to evaluate the risks and benefits of the investment in the Shares.agrees that: (ea) The Consultant is aware that an investment in the Shares is highly speculative and subject to substantial risks because, among other things, the Shares are subject to transfer restrictions and shares of Common Stock have not been registered under the Securities Act Act, or under any state securities laws, and therefore canare being offered and sold in reliance upon federal and state exemptions for transactions not be sold unless subsequently registered under involving any public offering; (b) Investor is acquiring the shares of Common Stock solely for its own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or an exemption the securities laws of any State of the United States or any other applicable jurisdiction; (c) Investor is a sophisticated purchaser with such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing the shares of Common Stock; (d) Investor has had the opportunity to obtain from the Company such registration is available. The Consultant information as desired in order to evaluate the merits and the risks inherent in holding the shares of Common Stock; (e) Investor is able to bear the economic risk and lack of its investment liquidity inherent in holding the Shares for an indefinite period shares of time.Common Stock; (f) The Consultant, in making Investor is an “accredited investor” within the decision to acquire meaning of Rule 501(a) under the Shares, Securities Act; and (g) Investor either has relied upon an independent investigation of a pre-existing personal or business relationship with the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees controlling persons, or any other representatives by reason of Investor’s business or agents financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly, have the capacity to protect their own interests in connection with the purchase of the Company. The Consultant is familiar with the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company has had full access to such other information concerning the Company as the Consultant has requestedCommon Stock.

Investor Representations. The Consultant represents and warrants Company is issuing the common stock to Investor in reliance upon the Company thatfollowing representations made by Investor: (a) The Consultant represents Investor acknowledges and agrees that it is an “accredited investor” the Securities are characterized as such term is defined in Rule 501(a) of Regulation D "restricted securities" under the Securities Act of 1933, 1933 (as amended (and together with the “rules and regulations promulgated thereunder, the "Securities Act”)") and that, and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under state law. (b) The Consultant is acquiring the Shares solely for investment purposes, for the Consultant’s own account (and/or for the account Securities Act or benefit of its members or affiliates, as permitted, and not with a view to the distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entity. (c) The Consultant an exemption therefrom. Investor acknowledges and understands agrees that (i) the Shares Securities are being transferred to it by the Company offered in a transaction not involving a any public offering in the United States within the meaning of the Securities Act. The Shares , and the Securities have not yet been registered under the Securities Act andAct, if in the future the Consultant decides to offer, resell, pledge or otherwise transfer the Shares, and (ii) such Shares Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed in a transaction registered under the Securities Act, (B) pursuant to an exemption from registration under or meeting the requirements of Rule 144 promulgated under the Securities Act, if available144, or (C) pursuant to any other available in accordance with another exemption from the registration requirements of the Securities Act, Act (and in each case based upon an opinion of counsel if the Company so requests) and in accordance with any applicable Shares securities laws of any state State of the United States or any other applicable jurisdiction. Consultant . (b) Investor acknowledges and agrees that if any (i) the registrar or transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, agent for the Consultant may Securities shall not be required to deliver to the Company an opinion accept for registration of counsel transfer any shares or warrants except upon presentation of evidence satisfactory to the Company that the restrictions on transfer under the Securities Act have been complied with respect to such transfer. Absent registration or another available exemption from registration, and (ii) any Securities in the Consultant agrees it form of definitive physical certificates will not resell the Sharesbear a restrictive legend. (dc) The Consultant is sophisticated in financial matters Investor acknowledges and is able to evaluate agrees that: (a) the risks and benefits of the investment in the Shares. (e) The Consultant is aware that an investment in the Shares is highly speculative and subject to substantial risks because, among other things, the Shares are subject to transfer restrictions and Securities have not been registered under the Securities Act Act, or under any state securities laws, and therefore canare being offered and sold in reliance upon federal and state exemptions for transactions not be sold unless subsequently registered under involving any public offering; (b) Investor is acquiring the Securities solely for his own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or an exemption the securities laws of any State of the United States or any other applicable jurisdiction; (c) Investor is a sophisticated purchaser with such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing the shares of Common Stock; (d) Investor has had the opportunity to obtain from the Company such registration is available. The Consultant information as desired in order to evaluate the merits and the risks inherent in holding the Securities; (e) Investor is able to bear the economic risk and lack of its investment liquidity inherent in holding the Shares for an indefinite period of time. Securities; (f) The Consultant, in making Investor is an "accredited investor" within the decision to acquire meaning of Rule 501(a) under the Shares, Securities Act; and (g) Investor either has relied upon an independent investigation of a pre-existing personal or business relationship with the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees controlling persons, or any other representatives by reason of Investor's business or agents financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly, have the capacity to protect their own interests in connection with the purchase of the Company. The Consultant is familiar with the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company has had full access to such other information concerning the Company as the Consultant has requestedSecurities.

Investor Representations. The Consultant represents Company is issuing Common Stock in the Optional Conversion (the “Conversion Shares”), Additional Investor Shares in the form of Common Stock and/or Warrants, and warrants to shares of Common Stock issuable upon exercise of Warrants (the Company that“Warrant Shares”, and collectively, the “Securities”) to, and consummating the Conversion Transactions with, the Investors in reliance upon the following representations made by each Investor: (a) The Consultant represents a. Investor acknowledges and agrees that it is an the Securities are characterized as “accredited investorrestricted securities” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, 1933 (as amended (and together with the rules and regulations promulgated thereunder, the “Securities Act”)) and that, and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under the Securities Act or an exemption therefrom. Investor acknowledges and agrees that (i) the Securities are being offered and sold in in reliance upon federal and state exemptions under state law. (b) The Consultant is acquiring the Shares solely for investment purposes, for the Consultant’s own account (and/or for the account or benefit of its members or affiliates, as permittedtransactions not involving any public offering, and not with a view to the distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entity. (c) The Consultant acknowledges and understands the Shares are being transferred to it by the Company in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Shares have not yet been registered under the Securities Act andor under any state securities laws, if in the future the Consultant decides to offer, resell, pledge or otherwise transfer the Shares, and (ii) such Shares Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed in a transaction registered under the Securities Act, (B) pursuant to an exemption from registration under or meeting the requirements of Rule 144 promulgated under the Securities Act, if available144, or (C) pursuant to any other available in accordance with another exemption from the registration requirements of the Securities Act, Act (and in each case based upon an opinion of counsel if the Company so requests) and in accordance with any applicable Shares securities laws of any State of the United States or any other applicable jurisdiction. b. Investor acknowledges and agrees that (i) the registrar or transfer agent for the Securities will not be required to accept for registration of transfer any shares except upon presentation of evidence satisfactory to the Company that the restrictions on transfer under the Securities Act have been complied with and (ii) any Securities in the form of definitive physical certificates or warrants will bear a restrictive legend. c. Investor is acquiring the Securities solely for its own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction. Consultant agrees that if any transfer . d. Investor is an “accredited investor” within the meaning of its Shares or any interest therein is proposed to be madeSEC Rule 501 of Regulation D, as a condition precedent to any such transfer, the Consultant may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration, the Consultant agrees it will not resell the Sharespresently in effect. (d) The Consultant is sophisticated e. Investor has experience as an investor in financial matters securities of companies in the development stage and is able to evaluate the risks and benefits of the investment in the Shares. (e) The Consultant is aware that an investment in the Shares is highly speculative and subject to substantial risks becausefend for himself/herself/itself, among other things, the Shares are subject to transfer restrictions and have not been registered under the Securities Act and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. The Consultant is able to can bear the economic risk of his/her/its investment and has such knowledge and experience in financial or business matters that he/she/it is capable of evaluating the merits and risks of his/her/its investment in the Shares Securities and protecting his/her/its own interests in connection with such investment. Such Investor acknowledges that any investment in the Securities involves an extremely high degree of risk and that the Company’s future prospects are uncertain. Such Investor represents that he/she/it is able, without materially impairing his/her/its financial condition, to hold the Securities for an indefinite period of timetime and to suffer a complete loss of his/her/its investment. (f) The Consultant, in making f. Investor has had the decision opportunity to acquire the Shares, has relied upon an independent investigation of obtain from the Company such information as desired in order to evaluate the merits and the risks inherent in holding the Securities; g. Investor either has not relied upon any information a pre-existing personal or representations made by any third parties business relationship with the Company or upon any oral or written representations or assurances from the Company, its officers, directors or employees controlling persons, or any other representatives by reason of Investor’s business or agents financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly, have the capacity to protect their own interests in connection with the acquisition of the Company. The Consultant is familiar with the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from Securities; h. Investor’s investment in the Company’s officers Securities is consistent, in both nature and directors concerning the Company has had full access to such other information concerning the Company amount, with Investor’s overall investment program and financial condition; and i. Investor’s principal residence is as the Consultant has requestedset forth in Schedule 1 hereto.

Investor Representations. The Consultant represents and warrants Company is issuing the Common Stock to Investor in reliance upon the Company thatfollowing representations made by Investor: (a) The Consultant represents Investor acknowledges and agrees that it is an “accredited investor” the shares of Common Stock are characterized as such term is defined in Rule 501(a) of Regulation D "restricted securities" under the Securities Act of 1933, 1933 (as amended (and together with the “rules and regulations promulgated thereunder, the "Securities Act”)") and that, and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under state law. (b) The Consultant is acquiring the Shares solely for investment purposes, for the Consultant’s own account (and/or for the account Securities Act or benefit of its members or affiliates, as permitted, and not with a view to the distribution thereof and the Consultant has no present arrangement to sell the Shares to or through any person or entity. (c) The Consultant an exemption therefrom. Investor acknowledges and understands agrees that (i) the Shares shares of Common Stock are being transferred to it by the Company offered in a transaction not involving a any public offering in the United States within the meaning of the Securities Act. The Shares , and the shares of Common Stock have not yet been registered under the Securities Act andAct, if in the future the Consultant decides to offer, resell, pledge or otherwise transfer the Shares, and (ii) such Shares shares of Common Stock may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed in a transaction registered under the Securities Act, (B) pursuant to an exemption from registration under or meeting the requirements of Rule 144 promulgated under the Securities Act, if available144, or (C) pursuant to any other available in accordance with another exemption from the registration requirements of the Securities Act, Act (and in each case based upon an opinion of counsel if the Company so requests) and in accordance with any applicable Shares securities laws of any state State of the United States or any other applicable jurisdiction. Consultant . (b) Investor acknowledges and agrees that if any (i) the registrar or transfer agent for the shares of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Consultant may Common Stock will not be required to deliver to the Company an opinion accept for registration of counsel transfer any shares except upon presentation of evidence satisfactory to the Company that the restrictions on transfer under the Securities Act have been complied with respect to such transfer. Absent registration or another available exemption from registration, and (ii) any shares of Common Stock in the Consultant agrees it form of definitive physical certificates will not resell the Sharesbear a restrictive legend. (dc) The Consultant is sophisticated in financial matters Investor acknowledges and is able to evaluate agrees that: (a) the risks and benefits shares of the investment in the Shares. (e) The Consultant is aware that an investment in the Shares is highly speculative and subject to substantial risks because, among other things, the Shares are subject to transfer restrictions and Common Stock have not been registered under the Securities Act Act, or under any state securities laws, and therefore canare being offered and sold in reliance upon federal and state exemptions for transactions not be sold unless subsequently registered under involving any public offering; (b) Investor is acquiring the shares of Common Stock solely for its own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or an exemption the securities laws of any State of the United States or any other applicable jurisdiction; (c) Investor is a sophisticated purchaser with such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing the shares of Common Stock; (d) Investor has had the opportunity to obtain from the Company such registration is available. The Consultant information as desired in order to evaluate the merits and the risks inherent in holding the shares of Common Stock; (e) Investor is able to bear the economic risk and lack of its investment liquidity inherent in holding the Shares for an indefinite period shares of time. Common Stock; (f) The Consultant, in making Investor is an "accredited investor" within the decision to acquire meaning of Rule 501(a) under the Shares, Securities Act; and (g) and (g) Investor either has relied upon an independent investigation of a pre-existing personal or business relationship with the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees controlling persons, or any other representatives by reason of Investor's business or agents financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly, have the capacity to protect their own interests in connection with the purchase of the Company. The Consultant Common Stock. (d) Investor's investment in the Company pursuant to this Common Stock is familiar consistent, in both nature and amount, with the business, operations Investor's overall investment program and financial condition condition. (e) Investor's principal residence is in the State of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company has had full access to such other information concerning the Company as the Consultant has requestedNew Jersey.