Common use of Purchase for Investment Clause in Contracts

Purchase for Investment. Buyers are financially able to bear the economic risks of acquiring an interest in the Company and the other transactions contemplated hereby, and have no need for liquidity in this investment. Buyers have such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are acquiring the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have (i) received all the information they have deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers are Buyer is financially able to bear the economic risks of acquiring an interest in the Company and the other transactions contemplated hereby, and have no need for liquidity in this investment. Buyers have Buyer has such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are Buyer is acquiring the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have Buyer has (i) received all the information they have deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have she has desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them her and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have Buyer has received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize Buyer realizes that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand Buyer understands that any resale of the Shares by them her must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge Buyer acknowledges and consent consents that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand Buyer understands that the Shares are being sold to them her pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers Purchaser are financially able to bear the economic risks of acquiring an interest in the Company and the other transactions contemplated hereby, and have no need for liquidity in this investment. Buyers Purchaser have such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the SharesMembership Interests. Buyers Purchaser are acquiring the Shares Membership Interests solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers Purchaser have (i) received all the information they have deemed necessary to make an informed investment decision with respect to the acquisition of the SharesMembership Interests, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have Purchaser has received no public solicitation or advertisement with respect to the offer or sale of the SharesMembership Interests. Buyers realize Purchaser realizes that the Shares Membership Interests are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares Membership Interests is restricted by federal and state securities laws and, accordingly, the Shares Membership Interests must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers Purchaser understand that any resale of the Shares Membership Interests by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge Purchaser acknowledges and consent consents that certificates now or hereafter issued for the Shares Membership Interests will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(14(2) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers Purchaser understand that the Shares Membership Interests are being sold to them pursuant to the exemption from registration contained in Section 4(14(2) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(14(2) exemption.

Purchase for Investment. Buyers are financially able to bear the economic risks of acquiring an interest in the Company Shares and the other transactions contemplated hereby, and have no need for liquidity in this investmenttheir investment in the Shares. Buyers have such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of Split-Off Subsidiary (after giving effect to the CompanyAssignment), so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the SharesShares and the other transactions contemplated hereby. Buyers are “accredited investors” within the meaning of Rule 501 of Regulation D under the Securities Act. Buyers are acquiring the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have (i) received all the information they have deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, Shares and the other transactions contemplated hereby; (ii) had an opportunity to make such investigation as they have desired pertaining to Split-Off Subsidiary (after giving effect to the Company Assignment) and the acquisition of an interest thereintherein and the other transactions contemplated hereby, and to verify the information which is, and has been, made available to them them; and (iii) had the opportunity to ask questions of Seller concerning Split-Off Subsidiary (after giving effect to the CompanyAssignment). Buyers acknowledge that due to their affiliation with Seller and Split-Off Subsidiary that they have actual knowledge of the business, operations and financial affairs of Split-Off Subsidiary (after giving effect to the Assignment). Buyers have received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company Split-Off Subsidiary at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers are financially able (a) The Purchaser is acquiring the Securities for its own account and not with a view to bear the economic risks public resale or distribution of acquiring all or any part thereof in any transaction which would constitute a "distribution" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). (b) The Purchaser acknowledges that the Securities have not been registered under the Securities Act. (c) The Purchaser is an interest "accredited investor" within the meaning of Rule 501 under Regulation D promulgated under the Securities Act, is experienced in evaluating investments in companies such as the Company and the other transactions contemplated herebyCompany, and have no need for liquidity in this investment. Buyers have has such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks of, of its investment and making an informed business decision with regard to, has the acquisition ability to bear the entire economic risk of the Shares. Buyers are acquiring the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under his investment. (d) The Purchaser acknowledges that the Securities Act of 1933may not be sold, as amended (the “Securities Act”)transferred, pledged, hypothecated, or an exemption from such otherwise disposed of without registration is available. Buyers have (i) received all the information they have deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such therefrom, and that in the absence of an effective registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under statement covering the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an available exemption or otherwise do not require from registration under the Securities Act Act, the Securities must be held indefinitely. (or applicable state securities laws). Buyers acknowledge and consent e) The Purchaser agrees that certificates now or hereafter issued for the Shares will shall bear a legend legends in substantially the following form or such other form as followsmay be required by applicable law: "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), 1933 OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”)LAW, HAVE BEEN ACQUIRED FOR INVESTMENT AND NO INTEREST THEREIN MAY NOT BE SOLD, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE ABSENCE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR WITHOUT AN OPINION OF LEGAL COUNSEL FOR THE HOLDER THAT SUCH OTHER EVIDENCE AS MAY REGISTRATION AND QUALIFICATION ARE NOT REQUIRED, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE TO LEGAL COUNSEL FOR THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemptionCOMPANY."

Purchase for Investment. Buyers are financially able The Purchaser acknowledges that the Class A Common Stock to bear be issued pursuant to this Agreement have not been registered under the economic risks Securities Act or under any state securities laws. The Purchaser (1) acknowledges that it is acquiring the Class A Common Stock to be issued pursuant to this Agreement pursuant to an exemption from registration under the Securities Act solely for investment with no present intention to distribute any of acquiring an interest the Class A Common Stock to be issued pursuant to this Agreement to any person in violation of applicable securities laws, (2) will not sell or otherwise dispose of any of the Company Class A Common Stock to be issued pursuant to this Agreement, except in compliance with the registration requirements or exemption provisions of the Securities Act and the any other transactions contemplated herebyapplicable securities laws, and have no need for liquidity in this investment. Buyers have (3) has such knowledge and experience in financial and business matters and in general, and with respect to businesses investments of a nature similar to the business of the Company, so as to be this type that it is capable of evaluating the merits and risks of, of its investment in the Class A Common Stock and of making an informed business decision with regard toinvestment decision, the acquisition (4) is an “accredited investor” (as that term is defined by Rule 501 of the Shares. Buyers are acquiring the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), and (5) (A) has been furnished with or an exemption from such registration is available. Buyers have (i) received has had full access to all the information they have deemed that it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of the SharesClass A Common Stock, (iiB) has had an opportunity to make such investigation as they have desired pertaining to discuss with management of the Company the intended business and financial affairs of the Company and to obtain information (to the acquisition of an interest therein, and extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the any information furnished to it or to which is, and has been, made available to them it had access and (iiiC) had can bear the opportunity economic risk of (x) an investment in the Class A Common Stock indefinitely and (y) a total loss in respect of such investment. The Purchaser has such knowledge and experience in business and financial matters so as to ask questions enable it to understand and evaluate the risks of Seller concerning the Company. Buyers have received no public solicitation or advertisement and form an investment decision with respect to the offer or sale of the Shares. Buyers realize that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, its investment in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge Class A Common Stock and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained protect its own interest in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemptionconnection with such investment.

Purchase for Investment. Buyers are Purchaser is financially able to bear the economic risks of acquiring an interest in the Company Purchased Shares and the other transactions contemplated hereby, and have has no need for liquidity in this investment. Buyers have Purchaser has such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the CompanyCorporation, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Purchased Shares. Buyers are Purchaser is acquiring the Purchased Shares solely for their his own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have Purchaser has (i) received all the information they have he has deemed necessary to make an informed investment decision with respect to the acquisition of the Purchased Shares, ; (ii) had an opportunity to make such investigation as they have he has desired pertaining to the Company Corporation and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them him; and (iii) had the opportunity to ask questions of Seller Vendor concerning the CompanyCorporation. Buyers have Purchaser acknowledges that Purchaser is a current director and officer of Vendor, and a current director and officer of the Corporation, and, as such, has actual knowledge of the business, operations and financial affairs of the Corporation. Purchaser has received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize Buyer realizes that the Purchased Shares are “”restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Purchased Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand Purchaser understands that any resale of the Shares by them him must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company Corporation at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge Purchaser acknowledges and consent consents that certificates now or hereafter issued for the Purchased Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand Purchaser understands that the Purchased Shares are being sold to them him pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller the Vendor is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers are financially able The Purchaser acknowledges that the purchase of the Purchased Shares to bear be purchased by it hereunder has not been registered under the economic risks Securities Act or under any state securities Laws. The Purchaser (A) acknowledges that it is acquiring the Purchased Shares to be purchased by it hereunder pursuant to an exemption from registration under the Securities Act solely for investment with no present intention to distribute any of acquiring an interest the Purchased Shares to any Person in violation of applicable securities Laws, (B) will not sell or otherwise dispose of any of the Company Purchased Shares, except in compliance with the registration requirements or exemption provisions of the Securities Act and the any other transactions contemplated herebyapplicable securities Laws, and have no need for liquidity in this investment. Buyers have (C) has such knowledge and experience in financial and business matters and in general, and with respect to businesses investments of a nature similar to the business of the Company, so as to be this type that it is capable of evaluating the merits and risks of, of its investment in the Purchased Shares and of making an informed business decision with regard toinvestment decision, the acquisition (D) is an “accredited investor” (as that term is defined by Rule 501 of the Shares. Buyers are acquiring the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), (E) has been furnished with or an exemption from such registration is available. Buyers have (i) received has had full access to all the information they have deemed that it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of the Purchased Shares, (iiF) has had an opportunity to make such investigation as they have desired pertaining to discuss with management of the Company the intended business and financial affairs of the Company and to obtain information (to the acquisition extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to it or to which it had access and (G) can bear the economic risk of (x) an interest therein, investment in the Purchased Shares indefinitely and (y) a total loss in respect of such investment. The Purchaser has such knowledge and experience in business and financial matters so as to enable it to understand and evaluate the risks of and form an investment decision with respect to its investment in the Purchased Shares and to verify the information which isprotect its own interest in connection with such investment, and has beenevaluated the merits and risks of the transactions contemplated hereby based exclusively on its own independent review of the representations and warranties contained herein and consultations with such investment, legal, tax, accounting and other advisers as it deemed necessary. The Purchaser has made available to them and (iii) had the opportunity to ask questions of Seller its own decision concerning the Company. Buyers have received no public solicitation transactions contemplated hereby without reliance on any representation or advertisement with respect to the offer warranty of, or sale of the Shares. Buyers realize that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Actadvice from, the resale of Seller Parties or from the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances thatNote Parties, in the opinion of counsel for the Company at the timeeach case, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially except as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained set forth in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption3.5.

Purchase for Investment. Buyers are Buyer is financially able to bear the economic risks of acquiring an interest in the Company and the other transactions contemplated hereby, and have no need for liquidity in this investment. Buyers have Buyer has such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are Buyer is acquiring the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have Buyer has (i) received all the information they have deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have Buyer has received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize Buyer realizes that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand Buyer understands that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge Buyer acknowledges and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand Buyer understands that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers are Buyer is financially able to bear the economic risks of acquiring an interest in the Company Leaseco and the other transactions contemplated hereby, and have has no need for liquidity in this investment. Buyers have Buyer has such knowledge and experience in financial and business matters in general, general and with respect to businesses of a nature similar to the business of the Company, Leaseco so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are Buyer is acquiring the Shares solely for their his own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have Buyer has (i) received all the information they have he has deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, ; (ii) had an opportunity to make such investigation as they have he has desired pertaining to the Company Leaseco and the acquisition of an interest therein, therein and to verify the information which is, and has been, made available to them him; and (iii) had the opportunity to ask questions of Seller concerning Leaseco. Buyer acknowledges that Buyer is an officer and director of Seller and Leaseco and, as such, has actual knowledge of the Companybusiness, operations and financial affairs of Leaseco. Buyers have Buyer has received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize Buyer realizes that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand Buyer understands that any resale of the Shares by them him must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company Leaseco at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge Buyer acknowledges and consent consents that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand Buyer understands that the Shares are being sold to them him pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that the Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers are Buyer is financially able to bear the economic risks of acquiring an interest in the Company Shares and the other transactions contemplated hereby, and have has no need for liquidity in this investmenthis or her investment in the Shares. Buyers have Buyer has such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of Split-Off Subsidiary (after giving effect to the CompanyAssignment), so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the SharesShares and the other transactions contemplated hereby. Buyers are Buyer is acquiring the Shares solely for their his or her own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have Buyer has (i) received all the information they have he or she has deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, Shares and the other transactions contemplated hereby; (ii) had an opportunity to make such investigation as they have he or she has desired pertaining to Split-Off Subsidiary (after giving effect to the Company Assignment) and the acquisition of an interest thereintherein and the other transactions contemplated hereby, and to verify the information which is, and has been, made available to them him or her; and (iii) had the opportunity to ask questions of Seller concerning Split-Off Subsidiary (after giving effect to the CompanyAssignment). Buyers have Buyer acknowledges that Buyer is a director and officer of Seller and Split-Off Subsidiary immediately prior to the Effective Time and, as such, has actual knowledge of the business, operations and financial affairs of Split-Off Subsidiary (after giving effect to the Assignment). Buyer has received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize Buyer realizes that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand Buyer understands that any resale of the Shares by them him or her must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company Split-Off Subsidiary at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge Buyer acknowledges and consent consents that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand Buyer understands that the Shares are being sold to them him or her pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers Subscriber acknowledges its understanding that the offering and sale of the Subscription Shares to be purchased pursuant hereto by Subscriber are financially able intended to be exempt from registration under the Securities Act and that the Company is relying upon the truth and accuracy of Subscriber’s representations and warranties contained herein and Subscriber’s compliance with this Agreement in order to determine the availability of such exemptions and the eligibility of Subscriber to acquire the Subscription Shares in accordance with the terms and provisions of this Agreement. In furtherance thereof, Subscriber represents and warrants to the Company that: (i) Subscriber is an accredited investor within the meaning of Regulation D promulgated under the Securities Act and, if there should be any change in such status prior to the Closing Date, Subscriber will immediately inform the Company of such change; (ii) Subscriber: (A) has the financial ability to bear the economic risks risk of acquiring an interest its investment in the Company and the other transactions contemplated herebySubscription Shares to be purchased pursuant hereto, and have (B) can bear a total loss of its investment therein at this time, (C) has no need for liquidity in this investment. Buyers have such knowledge and experience in financial and business matters in general, and with respect to businesses its investment therein, (D) has adequate means for providing for its current needs and contingencies, and (E) has such knowledge, experience and skill in evaluating and investing in issues of a nature similar to the equity securities, including securities of new and speculative issuers, based on actual participation in financial, investment and business of the Companymatters, so as to be such that it is capable of evaluating the merits and risks of, and making of an informed business decision with regard to, the acquisition of the Shares. Buyers are acquiring the Shares solely for their own account and not with a view to or for resale investment in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have (i) received all the information they have deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition suitability of the Subscription Shares as an interest therein, and to verify the information which is, and has been, made available to them and investment for itself; and (iii) had Subscriber has been given the opportunity to ask questions conduct a due diligence review of Seller the Company concerning the Company. Buyers have received no public solicitation or advertisement with respect terms and conditions of the offering of the Subscription Shares to be purchased by Subscriber and other matters pertaining to an investment in the Subscription Shares, in order for Subscriber to evaluate the merits and risks of an investment in the Subscription Shares to be purchased by Subscriber to the offer or sale of the Shares. Buyers realize that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for extent the Company at the time, create an exemption possesses such information or otherwise do not require registration under the Securities Act (can acquire it without unreasonable effort or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemptionexpense.

Purchase for Investment. Buyers Each Purchaser acknowledges its understanding that the offering and sale of the Shares are financially able intended to be exempt from registration under the Securities Act and that the Company is relying upon the truth and accuracy of such Purchaser’s representations and warranties contained herein and such Purchaser’s compliance with this Agreement in order to determine the availability of such exemptions and the eligibility of Purchasers to acquire the Shares in accordance with the terms and provisions of this Agreement. In furtherance thereof, each Purchaser represents and warrants to the Company, severally and not jointly, that: (i) Such Purchaser is an institutional “accredited investor” within the meaning of Regulation D promulgated under the Securities Act, and if there should be any change in such status prior to the Closing, such Purchaser will promptly inform the Company of such change; and (ii) Such Purchaser (A) has the financial ability to bear the economic risks risk of acquiring an interest its investment in the Company and the other transactions contemplated herebyShares, and have (B) has no need for liquidity in this investment. Buyers have such knowledge and experience in financial and business matters in general, and with respect to businesses its investment therein, (C) has adequate means for providing for its current needs and contingencies, and (D) has such knowledge, experience and skill in evaluating and investing in issues of a nature similar to the equity securities based on actual participation in financial, investment and business of the Companymatters, so as to be such that it is capable of evaluating the merits and risks of, of an investment in the Company and making an informed business decision with regard to, the acquisition suitability of the Shares. Buyers are acquiring ; and (iii) Without prejudice to any claim of such Purchaser hereunder for breach of the Company’s representations and warranties: such Purchaser has been given the opportunity to conduct a due diligence review of the Company concerning the terms and conditions of the offering of the Shares solely and other matters pertaining to an investment in the Shares in order for their own account such Purchaser to evaluate the merits and not with a view to or for resale risks of an investment in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws Shares; and regulations, unless such distribution or offering is registered under the Securities Act of 1933, Purchaser has received such information as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have (i) received all the information they have deemed it deems necessary in order to make an informed investment decision with respect to the acquisition Shares; and (iv) Such Purchaser became aware of this offering of the Shares solely by means of direct contact between it and the Company or a representative of the Company, and the Shares were offered to such Purchaser solely by direct contact between it and the Company or a representative of the Company. Such Purchaser did not become aware of this offering of the Shares, nor were Shares offered to such Purchaser, by any other means. Such Purchaser acknowledges that it was not induced to purchase Shares through any form of general solicitation or general advertising; and (v) Such Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by OFAC or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) had an opportunity to make such investigation a Designated National as they have desired pertaining to defined in the Company and the acquisition of an interest thereinCuban Assets Control Regulations, and to verify the information which is31 C.F.R. Part 515, and has been, made available to them and or (iii) had a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such Purchaser agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that such Purchaser is permitted to do so under applicable law. If such Purchaser is a financial institution subject to the opportunity Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001, and its implementing regulations (collectively, the “BSA/PATRIOT Act”), such Purchaser maintains policies and procedures reasonably designed to ask questions comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, it maintains policies and procedures reasonably designed for the screening of Seller concerning its investors against the OFAC sanctions programs, including the OFAC List. To the extent required, it maintains policies and procedures reasonably designed to ensure that the funds held by such Purchaser and used to purchase the Shares were legally derived. (vi) None of (A) such Purchaser, (B) any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members, nor (C) any Beneficial Owner of the Company. Buyers have received no public solicitation or advertisement ’s voting equity securities (in accordance with respect to the offer or sale Rule 506(d) of the Shares. Buyers realize that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale ) held by such Purchaser is subject to any of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (and any applicable state securities lawa “Disqualification Event”), except for Disqualification Events covered by Rule 506(d)(2)(ii) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption (iii) or otherwise do not require registration (d)(3) under the Securities Act (and disclosed by such Purchaser reasonably in advance of the First Closing Date or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially Second Closing Date, as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933applicable, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant in writing in reasonable detail to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemptionCompany.

Purchase for Investment. Buyers are financially able to bear the economic risks of acquiring Each Contributor is an interest “accredited investor” as such term is defined in the Company and the other transactions contemplated hereby, and have no need for liquidity in this investment. Buyers have such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are acquiring the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered Rule 501 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Each Contributor acknowledges that the Issued Units are not registered under the Securities Act or under any state or foreign securities Laws, are characterized as “restricted securities” under the federal securities Laws inasmuch as they are being acquired from the Partnership in a transaction not involving a public offering and that under such Laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, each Contributor represents that it is knowledgeable with respect to Rule 144 promulgated under the Securities Act. Each Contributor represents that it is not an underwriter, as such term is defined under the Securities Act, and is acquiring the Issued Units solely for investment, with no intention to distribute any of the Issued Units to any person, and such Contributor will not sell, transfer or an otherwise dispose of the Issued Units except in compliance with this Agreement, the limited partnership agreement of the Partnership, as in effect from time to time, the registration requirements or exemption from such registration is availableprovisions under the Securities Act and the rules promulgated thereunder, and any other applicable securities Laws. Buyers have Each Contributor acknowledges that (i) received all the information they have deemed necessary to make an informed investment decision with respect to the acquisition it has conducted its own investigation of the SharesPartnership, (ii) it has had an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which isaccess to, and has beenhad an adequate opportunity to review, made available all information the Partnership has filed with and furnished to them the SEC, including the information set forth in the Partnership’s filings under the Exchange Act (including any risk factors set forth therein), and such financial and other information as it deems necessary to make its decision to acquire the Issued Units and (iii) had it has been offered the opportunity to ask questions of Seller concerning the CompanyPartnership, and received answers thereto, as it deemed necessary in connection with the decision to acquire the Issued Units. Buyers have received no public solicitation or advertisement with respect to Each Contributor acknowledges that the offer or sale acquisition of the Shares. Buyers realize Issued Units involves substantial risk, and that such Contributor can bear the Shares are “restricted securities” as economic risk of its investment and that term it has such knowledge and experience in financial or business matters that such Contributor is defined in Rule 144 promulgated by capable of evaluating the Securities merits and Exchange Commission under the Securities Act, the resale risks of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, its investment in the opinion of counsel for Issued Units. Each Contributor has read and understands the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemptionPartnership Agreement.

Purchase for Investment. Buyers (1) Such Initial Investor is (i) an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, (ii) aware that the sale of the Series A Preferred Stock and the Common Stock issuable upon conversion of the Series A Preferred Stock being issued and sold to it pursuant to this Agreement and, upon obtaining the receipt of the Requisite Stockholder Approval, the Series A-1 Preferred Stock issuable upon conversion of the Series A-2 Preferred Stock issued and sold pursuant to this Agreement (collectively, the “Securities”) is being made in reliance on a private placement exemption from registration under the Securities Act, and (iii) acquiring the Securities for its own account. (2) Such Initial Investor understands and agrees that the Securities are financially being offered in a transaction not involving any public offering within the meaning of the Securities Act, that such Securities have not been and, except as contemplated by the Registration Rights Agreement, will not be registered under the Securities Act and that such Securities may be offered, resold, pledged or otherwise transferred only (i) in a transaction not involving a public offering, (ii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available), (iii) pursuant to an effective registration statement under the Securities Act or (iv) to the Company or one of its Subsidiaries, in each of cases (i) through (iv) in accordance with any applicable state and federal securities laws, and that it will notify any subsequent purchaser of Securities from it of the resale restrictions referred to above, as applicable. (3) Such Initial Investor understands that, unless sold pursuant to a registration statement that has been declared effective under the Securities Act or in compliance with Rule 144 thereunder, the Company may require that the Securities will bear a legend or other restriction substantially in the form set forth in Section 4.3. (4) Such Initial Investor (i) is able to bear the economic risks of acquiring an interest fend for itself in the Company and the other transactions contemplated hereby, and have no need for liquidity in by this investment. Buyers have Agreement; (ii) has such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks of, of its prospective investment in the Securities; and making an informed business decision with regard to, (iii) has the acquisition ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment. (5) Such Initial Investor acknowledges that (i) it has conducted its own investigation of the Shares. Buyers are acquiring Company and the Shares solely for their own account terms of the Securities, (ii) it has had access to the Company’s public filings with the SEC and not with a view to or for resale such financial and other information as it deems necessary to make its decision to purchase the Securities and (iii) it has been offered the opportunity to conduct such review and analysis of the business, assets, condition, operations and prospects of the Company and its Subsidiaries and to ask questions of the Company and received answers thereto, each as it deemed necessary in connection with the decision to purchase the Securities. Such Initial Investor further acknowledges that it has had such opportunity to consult with its own counsel, financial and tax advisors and other professional advisers as it believes is sufficient for purposes of the purchase of the Securities. (6) Such Initial Investor understands that the Company will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements. (7) Except for the representations and warranties contained in Section 2.1 of this Agreement, such Initial Investor acknowledges that neither the Company nor any distribution Person on behalf of the Company makes, and such Initial Investor has not relied upon, any other express or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution implied representation or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have (i) received all the information they have deemed necessary to make an informed investment decision warranty with respect to the acquisition Company or any of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have received no public solicitation its Subsidiaries or advertisement with respect to any other information provided to the offer or sale Initial Investors in connection with the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Shares. Buyers realize that Initial Investors to rely on the Shares are “restricted securities” as that term is defined representations, warranties, covenants and agreements made to the Initial Investors expressly set forth in Rule 144 promulgated the Transaction Documents or in any certificate delivered thereunder, nor will anything in this Agreement operate to limit any claim by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available Initial Investors for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemptionfraud.

Purchase for Investment. Buyers are financially able Terex is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act. Terex is acquiring the Consideration Shares for its own account and solely for investment, with no intention to sell, transfer or distribute any Consideration Shares to any other Person. Terex has no present intention of selling, granting any participation in or otherwise distributing the Consideration Shares. Terex does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Consideration Shares. Terex acknowledges that it can bear the economic risks risk of acquiring an interest its investment in the Company Consideration Shares and the other transactions contemplated hereby, and have no need for liquidity in this investment. Buyers have has such knowledge and experience in financial and or business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be that it is capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the investment in the Consideration Shares. Buyers are acquiring the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have (i) received all the information they have deemed necessary to make an informed investment decision with respect to the acquisition Terex acknowledges that none of the Shares, (ii) had an opportunity to make such investigation as they Consideration Shares have desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently been registered under the Securities Act or an under any state or foreign securities laws, and Terex will not, and shall cause any of its Affiliates that acquire the Consideration Shares not to, sell, transfer or distribute any Consideration Shares except in compliance with the registration requirements or exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered provisions under the Securities Act (and the rules and regulations promulgated thereunder, or any other applicable state securities law) Law. Terex has made such inquiry concerning Bucyrus, its business, personnel, assets, liabilities, financial condition, prospects and other matters as Terex has deemed appropriate for purposes of making this investment. Bucyrus has made available to Terex any and all written or be effected other information which Terex has requested and has answered to Terex’s satisfaction all inquiries made by Terex. Neither Terex nor any of its Affiliates has engaged in circumstances thatany transaction that is intended to transfer, or that would otherwise have the effect of transferring, in whole or in part, directly or indirectly, the opinion economic consequence of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge its acquisition and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) ownership of the Securities Act and that Seller Consideration Shares, whether such transaction is relying upon the representations made herein as one to be settled by delivery of the bases for claiming the Section 4(1) exemptionsecurities, cash or other consideration.

Purchase for Investment. Buyers are Buyer is financially able to bear the economic risks of acquiring an interest in the Company and the other transactions contemplated hereby, and have has no need for liquidity in this investment. Buyers have Buyer has such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are Buyer is acquiring the Shares solely for their his own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have Buyer has (i) received all the information they have he has deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have he has desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them him and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have Buyer has received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize Buyer realizes that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand Buyer understands that any resale of the Shares by them him must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge Buyer acknowledges and consent consents that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(14(2) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand Buyer understands that the Shares are being sold to them him pursuant to the exemption from registration contained in Section 4(14(2) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(14(2) exemption.

Purchase for Investment. Buyers are financially able to bear (a) Buyer is an "accredited investor" as defined in Rule 501 of Regulation D promulgated under the economic risks Securities Act. Buyer is purchasing the Preferred Shares for investment for its own account and not with a view to, or for sale in connection with, any distribution thereof or of acquiring an interest any Conversion Shares in violation of the Company Securities Act. (b) Buyer understands that (i) the offering and sale of the Preferred Shares and the Conversion Shares by the Corporation is intended to be exempt from registration under the Securities Act pursuant to Section 4(2) thereof and (ii) there is no existing public or other transactions contemplated herebymarket for the Preferred Shares. (c) The Buyer confirms that it (i) has been furnished with or has had access to all of the information that it considers necessary to make an informed investment decision with respect to the Preferred Shares and Conversion Shares, (ii) has had the opportunity to discuss with management of the Corporation the intended business and have no need for liquidity in this investment. Buyers have such financial affairs of the Corporation (iii) (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks ofof its investment in the Preferred Shares and the Conversion Shares, (iv) is capable of bearing the economic risks of such investment; and making an informed business decision with regard to, the acquisition (v) it has not relied upon any oral representations of the Shares. Buyers are acquiring the Shares solely for their own account and not with a view to or for resale Corporation in connection with its decision to invest in the Preferred Shares and the Conversion Shares. (d) Buyer has not received any distribution advertising or public offering thereof, within general solicitation in connection with the meaning issuance of any applicable securities laws the Preferred Shares. (e) Buyer understands that the Preferred Shares and regulations, unless such distribution the Conversion Shares will be issued in a transaction exempt from the registration or offering is registered under qualification requirements of the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have (i) received all the information they have deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition of an interest thereinapplicable state securities laws, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state such securities laws and, accordingly, the Shares must be held indefinitely unless their resale a subsequent disposition thereof is subsequently registered or qualified under the Securities Act and such state securities laws or an exemption is exempt from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemptionqualification.

Purchase for Investment. Buyers are financially able to bear the economic risks of acquiring an interest in the Company and the other transactions contemplated hereby, and have no need for liquidity in this investment. Buyers have such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of EXVG acknowledges that the Company, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are acquiring the ’s Transaction Shares solely for their own account and has not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and is being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering. EXVG has such knowledge and experience in financial and business matters that the EXVG is capable of evaluating the merits and risks of the Transaction Shares issued in connection with this Agreement. EXVG has received certain information concerning the Company and has had the opportunity to obtain additional information as desired by EXVG in order to evaluate the merits and the risks inherent in holding the Transaction Shares. EXVG is able to bear the economic risk and lack of liquidity inherent in holding the Transaction Shares for an indefinite period. EXVG is acquiring the Transaction Shares for investment and not with a view toward or for sale or distribution thereof within the meaning of the Securities Act, or with any present intention of distributing or selling the Transaction Shares within the meaning of the Securities Act. EXVG acknowledges and agrees that after the Closing Date, the Transaction Shares may be not sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and any applicable state securities laws, except pursuant to an exemption from such registration is available. Buyers have (i) received all the information they have deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that The certificates now or hereafter issued for the representing Transaction Shares will bear a legend substantially as followswhich states, in all material effect the following: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (OR UNDER THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (OF ANY STATE. THIS RESTRICTED SHARE AGREEMENT AND THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND SECURITIES UNDERLYING THIS RESTRICTED SHARE AGREEMENT MAY NOT BE SOLD, PLEDGED, HYPOTHECATED HYPOTHECATED, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS SUCH SALE, PLEDGE, HYPOTHECATION, TRANSFER, OR OTHER DISPOSITION SHALL HAVE BEEN REGISTERED UNDER SAID ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR UNTIL THE COMPANY SHALL HAVE RECEIVED A LEGAL OPINION SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY, THAT SUCH SECURITIES MAY BE LEGALLY SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM WITHOUT SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemptionCOMPLIANCE.

Purchase for Investment. Buyers are Buyer is financially able to bear the economic risks of acquiring an interest in the Company and the other transactions contemplated hereby, and have has no need for liquidity in this investment. Buyers have Buyer has such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are Buyer is acquiring the Shares solely for their his own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have Buyer has (i) received all the information they have he has deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have he has desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them him and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have Buyer has received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize Buyer realizes that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand Buyer understands that any resale of the Shares by them him must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge Buyer acknowledges and consent consents that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand Buyer understands that the Shares are being sold to them him pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers are financially able to bear (a) Such Purchaser is acquiring the economic risks of acquiring an interest in the Company Series B-2 Preferred Stock and the other transactions contemplated hereby2008 Warrants for its own account, and have no need for liquidity in this investment. Buyers have such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are acquiring the Shares solely for their own account investment purposes only and not with a view to or for resale in connection with any distribution or public offering thereof, thereof within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933Act. (b) Such Purchaser understands that the Series B-2 Preferred Stock and the 2008 Warrants have not been and, except as amended (provided in the “Securities Act”), or an exemption from such registration is available. Buyers have (i) received all the information they have deemed necessary to make an informed investment decision Registration Rights Agreement with respect to the acquisition of the Convert Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must will not be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption any state or other securities law, that the Series B-2 Preferred Stock and the 2008 Warrants are being issued by the Company in transactions exempt from such the registration is available for their resale. Buyers understand that any resale requirements of the Shares by them Securities Act, that it must be registered hold the Series B-2 Preferred Stock indefinitely and not offer or sell the Series B-2 Preferred Stock or the 2008 Warrants except pursuant to effective registration statements under the Securities Act (and any or pursuant to applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require exemptions from registration under the Securities Act and in compliance with applicable State laws. (or applicable state securities laws). Buyers acknowledge and consent c) Such Purchaser further understands that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained afforded by Rule 144 (the provisions of which are known to such Purchaser) promulgated under the Securities Act depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts. (d) Such Purchaser did not employ any broker or finder in connection with the transactions contemplated in this Agreement and no fees or commissions are payable to the Purchasers except as otherwise provided for in this Agreement. (e) Such Purchaser is an Accredited Investor. (f) The source of funds to be used by such Purchaser to pay the purchase price of the Series B-2 Preferred Stock and the 2008 Warrants purchased by such Purchaser hereunder does not include assets of any employee benefit plan (other than a plan exempt from the coverage of ERISA) or plan or any other entity the assets of which consist of “plan assets” of employee benefit plans or plans as defined in Department of Labor regulation Section 2510.3-101. As used in this Section 5.1(f), the term “employee benefit plan” shall have the meaning assigned to such term in Section 4(13 of ERISA, and the term “plan” shall have the meaning assigned thereto in Section 4975(e)(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemptionCode.

Purchase for Investment. Buyers are financially able (a) The Purchaser is acquiring the Securities for its own account and not with a view to bear the economic risks public resale or distribution of acquiring all or any part thereof in any transaction which would constitute a "distribution" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). (b) The Purchaser acknowledges that the offer and sale of the Securities hereunder have not been registered under the Securities Act. (c) The Purchaser is an interest "accredited investor" within the meaning of Rule 501 under Regulation D promulgated under the Securities Act, is experienced in evaluating investments in companies such as the Company and the other transactions contemplated herebyCompany, and have no need for liquidity in this investment. Buyers have has such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks ofof its investment and has the ability to bear the entire economic risk of its investment. (d) The Purchaser acknowledges that, and making an informed business decision with regard to, to the acquisition extent that any of the Shares. Buyers Securities are acquiring the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have (i) received all the information they have deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize that the Shares are “"restricted securities” " as that term is defined in Rule 144 the rules promulgated by the Securities and Exchange Commission under the Securities Act, the resale such Securities may not be sold, transferred, pledged, hypothecated, or otherwise disposed of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered without registration under the Securities Act or an exemption from such registration is available for their resale. Buyers understand therefrom, and that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion absence of counsel for the Company at the time, create an effective registration statement covering such Securities or an available exemption or otherwise do not require from registration under the Securities Act Act, such Securities must be held indefinitely. (e) The Purchaser agrees that, to the extent that any of the Securities are "restricted securities" as that term is defined in the rules promulgated under the Securities Act, such Securities shall bear legends in substantially the following form or such other form as may be required by applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as followslaw: "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), 1933 OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”)LAW, HAVE BEEN ACQUIRED FOR INVESTMENT AND NO INTEREST THEREIN MAY NOT BE SOLD, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE ABSENCE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR WITHOUT AN OPINION OF LEGAL COUNSEL FOR THE HOLDER THAT SUCH OTHER EVIDENCE AS MAY REGISTRATION AND QUALIFICATION ARE NOT REQUIRED, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE TO LEGAL COUNSEL FOR THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemptionCOMPANY."

Purchase for Investment. Buyers are Buyer is financially able to bear the economic risks of acquiring an interest in the Company Shares and the other transactions contemplated hereby, and have has no need for liquidity in this investmenthis or her investment in the Shares. Buyers have Buyer has such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of Split-Off Subsidiary (after giving effect to the CompanyAssignment), so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the SharesShares and the other transactions contemplated hereby. Buyers are Buyer is acquiring the Shares solely for their his or her own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have Buyer has (i) received all the information they have he or she has deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, Shares and the other transactions contemplated hereby; (ii) had an opportunity to make such investigation as they have he or she has desired pertaining to Split-Off Subsidiary (after giving effect to the Company Assignment) and the acquisition of an interest thereintherein and the other transactions contemplated hereby, and to verify the information which is, and has been, made available to them him or her; and (iii) had the opportunity to ask questions of Seller concerning Split-Off Subsidiary (after giving effect to the CompanyAssignment). Buyers have Buyer acknowledges that Buyer is a current or former director and officer of Seller, and a current director and officer of Split-Off Subsidiary and, as such, has actual knowledge of the business, operations and financial affairs of Split-Off Subsidiary (after giving effect to the Assignment). Buyer has received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize Buyer realizes that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand Buyer understands that any resale of the Shares by them him or her must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company Split-Off Subsidiary at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge Buyer acknowledges and consent consents that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand Buyer understands that the Shares are being sold to them him or her pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers are Buyer is financially able to bear the economic risks of acquiring an interest in the Company and the other transactions contemplated hereby, and have has no need for liquidity in this investment. Buyers have Buyer has such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are Buyer is acquiring the Shares solely for their his own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have Buyer has (i) received all the information they have he has deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have he has desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them him and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have Buyer has received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize Buyer realizes that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand Buyer understands that any resale of the Shares by them him must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge Buyer acknowledges and consent consents that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand Buyer understands that the Shares are being sold to them him pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers are financially able (1) Purchaser acknowledges that the Securities have not been registered under the Securities Act or under any state securities Laws. Purchaser (i) is acquiring the Securities pursuant to bear an exemption from registration under the economic risks Securities Act and is acquiring the Securities solely for Purchaser’s own account for investment purposes and not with a present intention to distribute any of acquiring an interest the Securities to any person, (ii) will not sell or otherwise dispose of any of the Securities, except in compliance with the Company registration requirements or exemption provisions of the Securities Act and the any other transactions contemplated herebyapplicable securities Laws, and have no need for liquidity in this investment. Buyers have (iii) has such knowledge and experience in financial and business matters and in general, and with respect to businesses investments of a nature similar to the business of the Company, so as to be this type that it is capable of evaluating the merits and risks of, of its investment in the Securities and of making an informed business decision with regard to, the acquisition of the Shares. Buyers are acquiring the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have (i) received all the information they have deemed necessary to make an informed investment decision with respect to the acquisition of the Sharesdecision, (iiiv) had is an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them and “accredited investor” (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize that the Shares are “restricted securities” as that term is defined by Rule 501 of the Securities Act), and (v) is able to bear the economic risk and lack of liquidity inherent in Rule 144 promulgated by holding the Securities. (2) Purchaser (i) acknowledges that Purchaser has received access to information Purchaser considers necessary or appropriate for deciding whether to acquire the Securities, and (ii) represents that Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities and Exchange Commission under to obtain any additional information necessary to evaluate the merits and risks of a purchase of the Securities. (3) Purchaser has considered the suitability of the Securities Actas an investment in light of Purchaser’s own circumstances and financial condition, and Purchaser is able to bear the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or risks associated with an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, investment in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act Securities. (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE 4) No “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained bad actor” disqualifying event described in Section 4(1Rule 506(d)(1)(i)-(viii) of the Securities Act and that Seller (a “Disqualification Event”) is relying upon applicable to (i) Purchaser or (ii) any of its Rule 506(d) Related Parties (as defined below). Purchaser hereby agrees that, prior to the representations made herein as one Closing, Purchaser shall notify the Company promptly in writing in the event a Disqualification Event becomes applicable to Purchaser or any of its Rule 506(d) Related Parties. “Rule 506(d) Related Party” shall mean (x) any beneficial owner of 20% or more of the bases for claiming issuer’s outstanding voting equity securities, calculated on the Section 4(1basis of voting power, or (y) exemptiona person or entity that, directly or indirectly, has or shares, or is deemed to have or share, voting or dispositive power with respect to the securities of the Company owned by Purchaser.

Purchase for Investment. Buyers are financially able (1) Purchaser acknowledges that the Securities have not been registered under the Securities Act or under any state securities Laws. Purchaser (i) is acquiring the Securities pursuant to bear an exemption from registration under the economic risks Securities Act and is acquiring the Securities solely for Purchaser’s own account for investment purposes and not with a present intention to distribute any of acquiring an interest the Securities to any person, (ii) will not sell or otherwise dispose of any of the Securities, except in compliance with the Company registration requirements or exemption provisions of the Securities Act and the any other transactions contemplated herebyapplicable securities Laws, and have no need for liquidity in this investment. Buyers have (iii) has such knowledge and experience in financial and business matters and in general, and with respect to businesses investments of a nature similar to the business of the Company, so as to be this type that it is capable of evaluating the merits and risks of, of its investment in the Securities and of making an informed business decision with regard to, the acquisition of the Shares. Buyers are acquiring the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have (i) received all the information they have deemed necessary to make an informed investment decision with respect to the acquisition of the Sharesdecision, (iiiv) had is an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them and “accredited investor” (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize that the Shares are “restricted securities” as that term is defined by Rule 501 of the Securities Act), and (v) is able to bear the economic risk and lack of liquidity inherent in Rule 144 promulgated by holding the Securities. (2) Purchaser (i) acknowledges that Purchaser has received access to information Purchaser considers necessary or appropriate for deciding whether to acquire the Securities, and (ii) represents that Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities and Exchange Commission under to obtain any additional information necessary to evaluate the merits and risks of a purchase of the Securities. (3) Purchaser has considered the suitability of the Securities Actas an investment in light of Purchaser’s own circumstances and financial condition, and Purchaser is able to bear the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or risks associated with an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, investment in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act Securities. (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE 4) No “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained bad actor” disqualifying event described in Section 4(1Rule 506(d)(1)(i)-(viii) of the Securities Act and that Seller (a “Disqualification Event”) is relying upon applicable to (i) Purchaser or (ii) any of its Rule 506(d) Related Parties (as defined below). Purchaser hereby agrees that, prior to either Closing, Purchaser shall notify the representations made herein as one Company promptly in writing in the event a Disqualification Event becomes applicable to Purchaser or any of its Rule 506(d) Related Parties. “Rule 506(d) Related Party” shall mean (x) any beneficial owner of 20% or more of the bases for claiming issuer’s outstanding voting equity securities, calculated on the Section 4(1basis of voting power, or (y) exemptiona person or entity that, directly or indirectly, has or shares, or is deemed to have or share, voting or dispositive power with respect to the securities of the Company owned by Purchaser.

Purchase for Investment. Buyers are financially able to bear (a) Delta understands that the economic risks shares of acquiring an interest in the Company and the other transactions contemplated hereby, and have no need for liquidity in this investment. Buyers have such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as Convertible Preferred Stock to be capable of evaluating issued to Delta hereunder (the merits and risks of, and making an informed business decision with regard to, the acquisition of the "Shares. Buyers are acquiring the Shares solely for their own account and ") have not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is been registered under the Securities Act of 1933, as amended (the “Securities "Act”"), or an exemption from such registration is available. Buyers have (i) received all the information they have deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge , in reliance upon exemptions contained in the Act and consent that certificates now such laws and any applicable regulations promulgated thereunder or hereafter issued interpretations thereof, and cannot be offered for sale, sold or otherwise transferred unless all or any portion of the Shares will subsequently are so registered or qualify for exemption from registration under the Act and such laws and unless such offer, sale or transfer is made in compliance with the terms of this Agreement and that the certificate(s) representing the Shares shall bear a legend substantially as followsthe following legends: THE "THESE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND LAW. THEY MAY NOT BE SOLDSOLD OR OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS IN COMPLIANCE WITH SAID ACT." (INCLUDINGb) The Shares are being acquired under this Agreement by Delta in good faith solely for its own account, IN THE CASE OF THE SECURITIES ACTfor investment and not with a view toward resale or other distribution within the meaning of the Act; and such Shares will not be offered for sale, THE EXEMPTIONS AFFORDED BY SECTION 4(1sold or otherwise transferred without either registration or exemption from registration under the Act. (c) OF THE SECURITIES ACT AND RULE 144 THEREUNDER)Delta is an "Accredited Investor" within the meaning of rule 501 of Regulation D under the Act, as presently in effect. AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand Delta has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Shares; and understands and is able to bear any economic risks associated with such investment. (d) Delta understands that the Shares will be considered "restricted securities" within the meaning of Rule 144 under the Act; that Rule 144 may not be available to exempt from the registration requirements of the Act sales of such restricted securities; that if Rule 144 is available, sales may be made in reliance upon Rule 144 only in accordance with the terms and conditions of Rule 144, which among other things generally requires that the securities be held for at least one year and that sales be made in limited amounts (which amounts are being sold subject to them pursuant to certain exceptions depending upon whether the seller is an "affiliate" within the meaning of Rule 144 and how long the securities have been held); and that, if the exemption from for such sales is not available, registration contained in Section 4(1) of the Securities Shares under the Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemptionstate securities laws may be required.

Purchase for Investment. Buyers are financially able to bear (1) Such Purchaser (and any investor account for which it is purchasing Shares) is either (i) a qualified institutional buyer as defined under Rule 144A under the economic risks Securities Act (“QIB”) or (ii) an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) of acquiring an interest in Regulation D under the Company and the other transactions contemplated herebySecurities Act, and have no need for liquidity in this investment. Buyers have has such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks ofof its investment in the Shares, and making an informed business decision with regard tosuch Purchaser (and any investor account for which it is purchasing Shares) is able to bear the economic risk of its investment and can afford a complete loss of its investment. (2) Such Purchaser understands and agrees on behalf of itself and on behalf of any investor account for which it is purchasing Shares, the acquisition and each subsequent holder of the Shares. Buyers are acquiring a Security by its acceptance thereof will be deemed to agree, that the Shares solely for their own account and are being offered in a transaction not with a view to or for resale in connection with involving any distribution or public offering thereof, within the meaning of any applicable securities laws and regulationsthe Securities Act, unless such distribution or offering is that the Shares have not been and, except as contemplated by Section 3.5, will not be, registered under the Securities Act of 1933and that, as amended (unless the “Shares are sold in a registered offering under the Securities Act”), (i) such Purchaser may offer, sell, pledge or otherwise transfer any of the Shares only to a person whom the seller reasonably believes is a QIB in a transaction not involving a public offering and (ii) if prior to the expiration of the applicable holding period specified in Rule 144(k) of the Securities Act (or any successor provision) such Purchaser decides to offer, resell, pledge or otherwise transfer any Shares, such Shares may be offered, resold, pledged or otherwise transferred only (A) to a person whom the seller reasonably believes is a QIB in a transaction not involving a public offering, (B) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available), (C) pursuant to an effective registration statement under the Securities Act, or (D) to the Company or one of its subsidiaries, in each of cases (A) through (D) in accordance with any applicable securities laws of any State of the United States, and that (iii) such registration Purchaser will, and each subsequent holder is available. Buyers have required to, notify any subsequent purchaser of the Shares from it of the resale restrictions referred to in (i) received all and (ii) above, as applicable, and will provide the Company and the transfer agent such certificates and other information as they have deemed necessary may reasonably require to make an informed investment decision confirm that the transfer by it complies with respect to the acquisition foregoing restrictions, if applicable. (3) Such Purchaser acknowledges that it (i) has conducted its own investigation of the SharesCompany, (ii) has had an opportunity access to the Company’s public filings with the Securities and Exchange Commission and to such financial and other information as it deems necessary to make such investigation as they have desired pertaining its decision to purchase the Company and the acquisition of an interest thereinShares, and to verify the information which is, and has been, made available to them and (iii) had has been offered the opportunity to ask questions of Seller concerning the Company. Buyers have Company and received no public solicitation answers thereto, as it deemed necessary in connection with the decision to purchase the Shares. (4) The Shares to be purchased by such Purchaser are not being acquired, directly or advertisement indirectly, with respect to the offer or sale assets of any “employee benefit plan” (a “Benefit Plan”) within the meaning of Section 3(3) of the Shares. Buyers realize Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or, if the assets of a Benefit Plan are being used, directly or indirectly, for such acquisition, neither the acquisition nor holding of such Shares will result in a nonexempt prohibited transaction under ERISA or the Internal Revenue Code of 1986, as amended. (5) Such Purchaser is acquiring the Shares for its own account, and not with a view toward, or for sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” law, or with any present intention of distributing or selling such Shares in violation of the Securities Act. (6) Such Purchaser understands that (i) the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities being offered and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require sold without registration under the Securities Act in a transaction that is exempt from the registration requirements of that Act, (or applicable state securities laws). Buyers acknowledge ii) such exemption depends, in part, on the accuracy and consent truthfulness of the foregoing representations of such Purchaser and (iii) the Company will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements and agrees that certificates now or hereafter issued for if any of the representations and acknowledgements deemed to have been made by it by its purchase of the Shares will bear is no longer accurate, it shall promptly notify the Company. If such Purchaser is acquiring Shares as a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933fiduciary or agent for one or more investor accounts, AS AMENDED such Purchaser represents that is has sole investment discretion with respect to each such account and it has full power to make the foregoing representations, acknowledgements and agreements on behalf of such account. (THE “SECURITIES ACT”)7) Such Purchaser understands that nothing in this Agreement, OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Company SEC Reports or any other materials presented to such Purchaser in connection with the purchase and sale of the Shares are being sold to them pursuant to the exemption from registration contained constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in Section 4(1) its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities Act Shares and that Seller is relying upon has made its own assessment and has satisfied itself concerning the representations made herein as one of relevant tax and other economic considerations relevant to its investment in the bases for claiming the Section 4(1) exemptionShares.

Purchase for Investment. Buyers are financially able (a) The Purchaser has been furnished with all information that it has requested for the purpose of evaluating the proposed acquisition of the Securities pursuant hereto, and the Purchaser has had an opportunity to bear ask questions of and receive answers from the economic risks of acquiring an interest in Company regarding the Company and its Business, assets, results of operations, financial condition and prospects and the other transactions contemplated herebyterms and conditions of the issuance of the Securities. (b) The Purchaser is acquiring the Securities solely by and for its own account, for investment purposes only and have not for the purpose of resale or distribution. The Purchaser has no need contract, undertaking, agreement or arrangement with any Person to sell, transfer or pledge to such Person or anyone else any Securities and the Purchaser has no present plans or intentions to enter into any such contract, undertaking or arrangement, except for liquidity a possible transfer or transfers to Affiliates. (c) The Purchaser acknowledges and understands that (i) no registration statement relating to the Securities, the Series C Conversion Shares or the Warrant Shares has been or is to be filed with the Commission under the Securities Act or pursuant to the securities laws of any state; (ii) the Securities, the Series C Conversion Shares, the Series D Preferred Stock, the Series D Conversion Shares and the Warrant Shares cannot be sold or transferred without compliance with the registration provisions of the Securities Act or compliance with exemptions, if any, available thereunder and without the delivery to the Company by reputable counsel of such counsel's opinion, in this investment. Buyers have form and substance reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from such registration provisions; (iii) the certificates representing the respective Securities will include a legend thereon that refers to the foregoing; and (iv) the Company has no obligation or intention to register the Securities, the Series C Conversion Shares, the Series D Preferred Stock, the Series D Conversion Shares or the Warrant Shares under any federal or state securities act or law, except to the extent, in each case, that the terms of the Registration Rights Agreement shall otherwise provide. (d) The Purchaser (i) is an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act; (ii) has such knowledge and experience in financial and business matters in general, and with respect general that it has the capacity to businesses of a nature similar to the business of the Company, so as to be capable of evaluating evaluate the merits and risks of, of an investment in the Securities and making an informed business decision with regard to, the acquisition of the Shares. Buyers are acquiring the Shares solely for their to protect its own account and not with a view to or for resale interest in connection with any distribution or public offering thereof, within an investment in the meaning of any applicable securities laws and regulations, unless Securities; (iii) has such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have (i) received all the information they have deemed necessary to make an informed investment decision a financial condition that it has no need for liquidity with respect to its investment in the acquisition of the SharesSecurities to satisfy any existing or contemplated undertaking, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them obligation or Indebtedness; and (iiiiv) had is able to bear the opportunity to ask questions economic risk of Seller concerning the Company. Buyers have received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize that the Shares are “restricted securities” as that term is defined its investment in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale for an indefinite period of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers are Buyer is financially able to bear the economic risks of acquiring an interest in the Company and the other transactions contemplated hereby, and have has no need for liquidity in this investment. Buyers have Buyer has such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are Buyer is acquiring the Shares solely for their his own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have Buyer has (i) received all the information they have he has deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have he has desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them him and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have Buyer acknowledges that Buyer is a director and former officer of Seller, and a current director and officer of the Company and, as such, has actual knowledge of the business, operations and financial affairs of the Company. Buyer has received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize Buyer realizes that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand Buyer understands that any resale of the Shares by them him must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge Buyer acknowledges and consent consents that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand Buyer understands that the Shares are being sold to them him pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers are financially able to bear The Investor acknowledges that the economic risks of acquiring an interest in the Company Series A Preferred Stock and the Common Stock issuable upon the conversion of the Series A Preferred Stock and upon exercise of the Warrant have not been registered under the Securities Act or under any state or other transactions contemplated herebyapplicable securities Laws. The Investor (a) acknowledges that it is acquiring the Series A Preferred Stock and the Common Stock issuable upon the conversion of the Series A Preferred Stock and upon exercise of the Warrant pursuant to an exemption from registration under the Securities Act solely for investment with no intention to distribute any of the foregoing to any Person, (b) will not sell, transfer or otherwise dispose of any Series A Preferred Stock and have no need for liquidity the Common Stock issuable upon the conversion of the Series A Preferred Stock and upon exercise of the Warrant, except in compliance with this investment. Buyers have Agreement and the registration requirements or exemption provisions of the Securities Act and any other applicable securities Laws, (c) has such knowledge and experience in financial and business matters and in general, and with respect to businesses investments of a nature similar to the business of the Company, so as to be this type that it is capable of evaluating the merits and risks of, of its investment in the Series A Preferred Stock and the Common Stock issuable upon the conversion of the Series A Preferred Stock and upon exercise of the Warrant and of making an informed business decision with regard toinvestment decision, the acquisition (d) is an “accredited investor” (as that term is defined by Rule 501(a) of the Shares. Buyers are acquiring the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have and (e) (i) received has been furnished with or has had access to all the information they have deemed that it considers necessary or appropriate to make an informed investment decision with respect to the acquisition Series A Preferred Stock and the Common Stock issuable upon the conversion of the SharesSeries A Preferred Stock and upon exercise of the Warrant, (ii) has had an opportunity to make such investigation as they have desired pertaining to discuss with the Company and its Representatives the acquisition intended business and financial affairs of an interest therein, the Company and to obtain information necessary to verify the any information furnished to it or to which is, and has been, made available to them it had access and (iii) had can bear the opportunity to ask questions economic risk of Seller concerning (x) an investment in the Company. Buyers have received no public solicitation or advertisement with respect to Series A Preferred Stock and the offer or sale Common Stock issuable upon the conversion of the Shares. Buyers realize that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities Series A Preferred Stock and Exchange Commission under the Securities Act, the resale upon exercise of the Shares is restricted by federal Warrant indefinitely and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from (y) a total loss in respect of such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemptioninvestment.

Purchase for Investment. Buyers are Buyer is financially able to bear the economic risks of acquiring an interest in the Company Leaseco and the other transactions contemplated hereby, and have has no need for liquidity in this investment. Buyers have Buyer has such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the CompanyLeaseco, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are Buyer is acquiring the Shares solely for their her own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have Buyer has (i) received all the information they have she has deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, ; (ii) had an opportunity to make such investigation as they have she has desired pertaining to the Company Leaseco and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them her; and (iii) had the opportunity to ask questions of Seller concerning Leaseco. Buyer acknowledges that Buyer is a director and former officer of Seller, and a current director and officer of Leaseco and, as such, has actual knowledge of the Companybusiness, operations and financial affairs of Leaseco. Buyers have Buyer has received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize Buyer realizes that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand Buyer understands that any resale of the Shares by them her must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company Leaseco at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge Buyer acknowledges and consent consents that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand Buyer understands that the Shares are being sold to them her pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that the Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers are Buyer is financially able to bear the economic risks of acquiring an interest in the Company Shares and the other transactions contemplated hereby, and have has no need for liquidity in this investmenthis or her investment in the Shares. Buyers have Buyer has such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of Split-Off Subsidiary (after giving effect to the CompanyAssignment), so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the SharesShares and the other transactions contemplated hereby. Buyers are Buyer is acquiring the Shares solely for their his or her own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have Buyer has (i) received all the information they have he or she has deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, Shares and the other transactions contemplated hereby; (ii) had an opportunity to make such investigation as they have he or she has desired pertaining to Split-Off Subsidiary (after giving effect to the Company Assignment) and the acquisition of an interest thereintherein and the other transactions contemplated hereby, and to verify the information which is, and has been, made available to them him or her; and (iii) had the opportunity to ask questions of Seller concerning Split-Off Subsidiary (after giving effect to the CompanyAssignment). Buyers have Buyer acknowledges that Buyer has been a director and officer of Seller and Split-Off Subsidiary immediately prior to the Effective Time and, as such, has actual knowledge of the business, operations and financial affairs of Split-Off Subsidiary (after giving effect to the Assignment). Buyer has received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize Buyer realizes that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand Buyer understands that any resale of the Shares by them him or her must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company Split-Off Subsidiary at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge Buyer acknowledges and consent consents that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(14(a)(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand Buyer understands that the Shares are being sold to them him or her pursuant to the exemption from registration contained in Section 4(14(a)(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(14(a)(1) exemption.

Purchase for Investment. Buyers are Buyer is financially able to bear the economic risks of acquiring an interest in the Company OLI and the other transactions contemplated hereby, and have has no need for liquidity in this investment. Buyers have Buyer has such knowledge and experience in financial and business matters in general, general and with respect to businesses of a nature similar to the business of the Company, OLI so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the OLI Shares. Buyers are Buyer is acquiring the OLI Shares solely for their his own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have Buyer has (i) received all the information they have he has deemed necessary to make an informed investment decision with respect to the acquisition of the OLI Shares, ; (ii) had an opportunity to make such investigation as they have he has desired pertaining to the Company OLI and the acquisition of an interest therein, therein and to verify the information which is, and has been, made available to them him; and (iii) had the opportunity to ask questions of Seller concerning OLI. Buyer acknowledges that Buyer is an officer and director of Seller and OLI and, as such, has actual knowledge of the Companybusiness, operations and financial affairs of OLI. Buyers have Buyer has received no public solicitation or advertisement with respect to the offer or sale of the OLI Shares. Buyers realize Buyer realizes that the OLI Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the OLI Shares is restricted by federal and state securities laws and, accordingly, the OLI Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand Buyer understands that any resale of the OLI Shares by them him must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company OLI at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge Buyer acknowledges and consent consents that certificates now or hereafter issued for the OLI Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand Buyer understands that the OLI Shares are being sold to them him pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that the Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers are financially able to bear (a) The acquisition of the economic risks shares of acquiring an interest Buyer Common Stock included in the Company and the other transactions contemplated herebyStock Consideration by Sellers is for Sellers’ own account, is for investment purposes only, and is not with a view to, nor for offer or sale for Buyer in connection with, the distribution of any shares of Buyer Common Stock included in the Stock Consideration. Sellers are not participating and do not have a participation in any such distribution or the underwriting of any such distribution. Sellers have no need for liquidity present intention of selling or otherwise disposing of any shares of Buyer Common Stock included in this investmentthe Stock Consideration other than in accordance with applicable Laws. (b) Each Seller is an “accredited investor” as that term is defined in Rule 501 promulgated under the Securities Act. Buyers have Each Seller has such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the risks and merits of this investment. (c) Each Seller is able to bear the economic risk of an investment in the shares of Buyer Common Stock included in the Stock Consideration. Each Seller has conducted its own investigation of Buyer and risks of, and making an informed business decision with regard to, the acquisition terms of the SharesStock Consideration. Buyers are acquiring the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have (i) Each Seller has received all the information they have deemed it considers necessary or appropriate for deciding whether to make an informed investment decision with respect to acquire the acquisition shares of Buyer Common Stock included in the Shares, (ii) Stock Consideration. Each Seller has had an opportunity to make such investigation as they have desired pertaining ask questions and receive answers from Buyer regarding the terms and conditions of the offering of the shares of Buyer Common Stock included in the Stock Consideration and the business and financial condition of Buyer and to obtain additional information (to the Company and the acquisition of an interest therein, and extent Buyer possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to it or to which isit had access. Each Seller has not received, and is not relying on, any representations or warranties, written or oral or express or implied, of any nature whatsoever, from Buyer or any other person other than as specifically set forth in Article IV. Each Seller has beenconsulted such legal, made available to them tax and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have received no public solicitation investment advisors as it, in its sole discretion, has deemed necessary or advertisement appropriate in connection with respect to the offer or sale its purchase of the Shares. Buyers realize Stock Consideration. (d) Each Seller acknowledges that the Shares are “restricted securities” as that term is defined shares of Buyer Common Stock included in Rule 144 promulgated by the Securities Stock Consideration have not been and Exchange Commission under the Securities Actwill not be, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from the securities laws of any state and therefore cannot be sold unless such registration is available for their resale. Buyers understand that any resale shares of the Shares by them must be Buyer Common Stock subsequently are registered under the Securities Act (and any applicable state securities lawlaws or exemptions from registrations thereunder are available. (e) or be effected in circumstances that, in Each Seller acknowledges that Buyer is relying on the opinion of counsel foregoing representations and warranties for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or purpose of compliance with applicable federal and state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers are financially able Purchaser is purchasing the Shares for its own account, for investment purposes only and not with view to bear any public resale or other distribution thereof. Purchaser acknowledges that it is an Accredited Investor as that term is defined in Rule 501(a) of Regulation D of the economic risks Securities Act of acquiring an interest in the Company 1933, as amended. Purchaser and the other transactions contemplated herebyits representatives have received, or have had access to, and have no need for liquidity in this investment. Buyers have had sufficient opportunity to review, all books, records, financial information and other information which Purchaser considers necessary or advisable to enable it to make a decision concerning its purchase of the Shares, and that it possesses such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be that it is capable of evaluating the merits and risks of, and making an informed business decision with regard toof his investment hereunder. Additionally, the acquisition Purchaser understands that any sale by the Purchaser of any of the Shares. Buyers are acquiring Shares purchased under this Agreement will, under current law, require either: (a) the registration of the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act and applicable state securities acts; (b) compliance with Rule 144 of 1933, as amended the Act; or (c) the “Securities Act”), or availability of an exemption from such the registration is availablerequirements of the Act. Buyers have (i) received all The Purchaser understands that the information they have deemed necessary Company has not undertaken and does not presently intend to make an informed investment decision with respect file a Registration Statement to register the Shares purchased hereunder. The Purchaser hereby agrees to execute, deliver, furnish or otherwise provide to the acquisition Company an opinion of counsel reasonably acceptable to the Company prior to any subsequent transfer of the Shares, (ii) had an opportunity that such transfer will not violate the registration requirements of the federal or state securities acts. The Purchaser further agrees to make such investigation as they have desired pertaining execute, deliver, furnish or otherwise provide to the Company any documents or instruments as may be reasonably necessary or desirable in order to evidence and record the acquisition of an interest thereinShares acquired hereby. To assist in implementing the above provisions, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have received no public solicitation or advertisement with respect Purchaser hereby consents to the offer or sale placement of the Shares. Buyers realize that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Actlegend, the resale or a substantially similar legend, set forth below, on all certificates representing ownership of the Shares is restricted by federal and state securities laws and, accordingly, acquired hereby until the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances thathave been sold, in the opinion of counsel for the Company at the timetransferred, create an exemption or otherwise do not require registration under disposed of, pursuant to the Securities Act (or applicable state securities laws)requirements hereof. Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a The legend shall read substantially as follows: "THESE SECURITIES HAVE BEEN ISSUED PURSUANT TO EXEMPTION FROM REGISTRATION CONTAINED IN REGULATION S OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE ACT OF 1933 AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR QUALIFIED UNDER ANY APPLICABLE STATE FOREIGN SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND . THESE SECURITIES MAY NOT ONLY BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, RESOLD IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) COMPLIANCE WITH REGULATION S OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption1933."

Purchase for Investment. Buyers are financially able The Investor acknowledges that the Acquired Shares have not been registered under the Securities Act or under any state or other applicable securities Laws. The Investor (a) is acquiring the Acquired Shares pursuant to bear an exemption from registration under the economic risks Securities Act solely for investment with no intention to distribute any of acquiring an interest the Acquired Shares to any Person, (b) will not sell, transfer or otherwise dispose of any Acquired Shares, except in compliance with this Agreement, the Company Charter Documents and the registration requirements or exemption provisions of the Securities Act, any other transactions contemplated herebyapplicable securities Laws and the rules and regulations promulgated thereunder, and have no need for liquidity in this investment. Buyers have such (c) is a sophisticated institutional investor with extensive knowledge and experience in financial and business matters and in general, and with respect to businesses investments of a nature similar to the business of the Company, so as to be this type that it is capable of evaluating the merits and risks of, of its investment in the Acquired Shares and of making an informed business decision with regard toinvestment decision, the acquisition (d) is an “accredited investor” (as that term is defined by Rule 501 of the Shares. Buyers are acquiring the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have and (e) (i) received has been furnished with or has had access to, and had an adequate opportunity to review, all the financial and other information they have deemed that it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of the Acquired Shares, (ii) has had an opportunity to make such investigation as they have desired pertaining to ask questions and received answers to, or otherwise discussed with the Company and its Representatives, the acquisition intended business and financial affairs of an interest therein, the Company and to obtain information necessary to verify any information furnished to it or to which it had access, in each case as it deemed necessary to make in investment in the information which isAcquired Shares, and has been, made available to them and (iii) had the opportunity to ask questions of Seller made its own assessment and has satisfied itself concerning the Companyrelevant tax and other economic considerations relevant to its investment in the Acquired Shares, and (iv) can bear the economic risk of (x) an investment in the Acquired Shares indefinitely and (y) a total loss in respect of such investment. Buyers have received no public The Investor’s purchase of the Acquired Shares is not the result of any general solicitation or advertisement with respect to any general advertising within the offer or sale meaning of the Shares. Buyers realize that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1502(c) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemptionAct.

Purchase for Investment. Buyers are financially (a) Purchaser is purchasing the Shares for its own account for investment and not with a view to the distribution or resale thereof, except in compliance with the Act and all other applicable securities laws, rules or regulations. (b) Purchaser is able to bear the economic risks of acquiring an interest fend for itself in the Company and the other transactions contemplated herebyby this Agreement, and have no need for liquidity in this investment. Buyers have has such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks ofof its investment, has the ability to bear the economic risks of its investment, and making an informed business decision has been furnished with regard toand has had access to such information as it has requested and deemed appropriate to its investment decision. In particular, Purchaser is experienced in evaluating and investing in companies involved in the acquisition operation and management of businesses similar to the Business. Purchaser has had the opportunity to discuss the business, management, and financial affairs of Conferencing and the Company with the principal officers of the SharesCompany, Conferencing and Seller. Buyers are acquiring Purchaser has had access to and the opportunity to review all of Conferencing's and the Company's financial and operational documents and plans of operations. (c) Purchaser understands and acknowledges that the Shares solely for their own account are restricted securities under the Act and may not with a view be resold or transferred unless the Shares to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is be resold are first registered under the Securities Act of 1933, as amended (the “Securities Act”), securities laws or unless an exemption from such registration is available. Buyers have (i) received all Accordingly, Purchaser acknowledges and agrees that it is prepared to hold such Shares for an indefinite period and Purchaser must therefore bear the information they have deemed necessary to make an informed economic risk of such investment decision with respect to the acquisition of the Sharesindefinitely, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize that the Shares are “restricted securities” as that term unless a subsequent disposition thereof is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption is exempt from such registration is available for their resale. Buyers understand that any resale of registration. (d) Each instrument representing the Shares by them must may be registered under endorsed with the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as followsfollowing legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGEDTRANSFERRED, ASSIGNED OR HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SECURITIES ACT AND QUALIFICATION SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, OR THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH COMPANY RECEIVES AN OPINION OF COUNSEL OPINING AS FOR THE HOLDER OF THE SECURITIES REASONABLY SATISFACTORY TO THE AVAILABILITY OF EXEMPTIONS COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM SUCH THE REGISTRATION AND QUALIFICATION AND/OR PROSPECTUS DELIVERY REQUIREMENTS OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant ACT. (e) Anything in this Section to the exemption from registration contained in Section 4(1) of the Securities Act and contrary notwithstanding, Seller acknowledges that Seller Purchaser is relying upon on the representations representations, warranties and covenants of Seller made herein as one of in making its decision to execute this Agreement and Purchaser's Additional Agreements and consummate the bases for claiming the Section 4(1) exemptiontransactions contemplated hereby and thereby.

Purchase for Investment. Buyers are Each Investor, severally but not jointly, hereby further represents and warrants, as of the Effective Date and as of the Closing Date, that such Investor is financially able to bear the economic risks of acquiring an interest in the Company Shares and the other transactions contemplated hereby, and have has no need for liquidity in this investment. Buyers have Investor has such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the CompanyMGMT, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are Investor is acquiring the Shares solely for their Investor’s own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), ) or an exemption from such registration is available. Buyers have Investor has (i) received all the information they have it has deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, including the information MGMT has filed publicly with the Securities and Exchange Commission (the “SEC”), (ii) had an opportunity to make such investigation as they have Investor has desired pertaining to the Company MGMT and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them it and (iii) had the opportunity to ask questions of Seller MGMT concerning the Companyits business and operations. Buyers have Investor has received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize Investor realizes that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission SEC under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand Investor understands that any resale of the Shares by them Investor must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company MGMT at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge Investor acknowledges and consent consents that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand Investor understands that the Shares are being sold to them Investor pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller MGMT is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers are financially able (a) Such Acquiring Entity is acquiring the Common Shares solely by and for its own account, for investment purposes only and not for the purpose of resale or distribution; and such Acquiring Entity has no contract, undertaking, agreement or arrangement with any Person to bear sell, transfer, distribute, fractionalize, pledge, or otherwise dispose of to such Person or anyone else any Common Shares; and such Acquiring Entity has no present plans or intentions to enter into any such contract, undertaking or arrangement. (b) Such Acquiring Entity has all necessary power and authority to acquire the economic risks Common Shares and such acquisition will not contravene any law, rule or regulation binding on it or any investment guideline or restriction applicable to it. (c) Except for filings required under the Securities Exchange Act of acquiring an interest 1934, as amended, or applicable banking laws and regulations, no consent, approval, order or authorization of, or declaration, filing or registration with, any Government Authority or third party is required to be obtained or made by such Acquiring Entity in connection with the Company execution and delivery by such Acquiring Entity of this Agreement and each of the other Transaction Documents to which it is a party, or the consummation of the transactions contemplated herebyhereby and thereby (including, and have no need for liquidity without limitation such Acquiring Entity's acquisition of Common Shares). (d) Such Acquiring Entity acknowledges that (i) it is an institutional "accredited investor" as defined in this investment. Buyers have Rule 501(a)(1), (3) or (8) of Regulation D promulgated under the Securities Act; (ii) it has such knowledge and experience in financial and business matters in general, and with respect general that it has the capacity to businesses of a nature similar to the business of the Company, so as to be capable of evaluating evaluate the merits and risks of, of an investment in the Common Shares and making an informed business decision with regard to, the acquisition of the Shares. Buyers are acquiring the Shares solely for their to protect its own account and not with a view to or for resale interest in connection with any distribution or public offering thereof, within an investment in the meaning Common Shares; (iii) it is able to bear the economic risk of any its investment in the Common Shares for the applicable securities laws and regulations, unless such distribution or offering is registered under time periods specified in this Agreement; (iv) the Securities Act of 1933, as amended (Company has made available to it the “Securities Act”), or an exemption from such registration is available. Buyers have (i) received all the information they have deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining evaluate the merits and risks of its investment in the Company; (v) it has been afforded access to information about the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of, and to receive answers from, officers and directors of Seller the Company concerning the Company. Buyers have received no public , its business and financial condition and any other matters relating to the operation of the Company and the offering of the Common Shares; (vi) it has not purchased the Common Stock as a result of any general solicitation or advertisement with respect to the offer or sale advertising (as those terms are used in Regulation D of the Shares. Buyers realize that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act), the resale including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or seminar or meeting who's attendees have been invited by general solicitation or general advertising and (vii) it is not relying on any communication (written or oral) of the Company, other than those written representations in this Agreement, as investment advice or as a recommendation to purchase the Common Shares. (e) Such Acquiring Entity understands that the Common Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently have not been registered under the Securities Act or the securities laws of any State. Such Acquiring Entity agrees and represents that it will not voluntarily sell, assign, pledge or otherwise dispose of any Common Shares or any portion thereof unless, there is delivered to the Company evidence, satisfactory to the Company, which may include an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for reasonably acceptable to the Company at the timeCompany, create an exemption to confirm that such Common Shares may be legally sold or otherwise do not require disposed of without registration or qualification under the Securities Act (or applicable state securities laws). Buyers acknowledge or federal statutes, or the Common Shares shall have been so registered or qualified and consent an appropriate registration statement shall then be in effect; the Acquiring Entity understands that the certificates now or hereafter issued for representing the Common Shares will bear a legend substantially Private Placement Legend (as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED defined below) containing the foregoing restriction. (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1f) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand Such Acquiring Entity is fully aware that the Common Shares are being issued and sold to them pursuant to the Acquiring Entity in reliance upon the exemption from registration contained provided for in Section 4(14(2) of the Securities Act and Rule 506 promulgated thereunder and similar exemptions provided under state securities laws on the grounds that Seller no public offering is relying upon involved and that the representations, warranties and agreements set forth in this Agreement are essential to the claiming of such exemptions. (g) Nothing in this Section 5 shall limit or modify the representations made herein as one and warranties of the bases for claiming Company in Section 4 of this Agreement or the Section 4(1) exemptionright of the Acquiring Entities to rely thereon.

Purchase for Investment. Buyers are Buyer is financially able to bear the economic risks of acquiring an interest in the Company Shares and the other transactions contemplated hereby, and have has no need for liquidity in this investment. Buyers have Buyer has such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are Buyer is acquiring the Shares solely for their Buyer’s own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have Buyer has (i) received all the information they have it has deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have Buyer has desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them it and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have Buyer has received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize Buyer realizes that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand Buyer understands that any resale of the Shares by them Buyer must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge Buyer acknowledges and consent consents that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand Buyer understands that the Shares are being sold to them Buyer pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers are Buyer is financially able to bear the economic risks of acquiring an interest in the Company LLC and the other transactions contemplated hereby, and have has no need for liquidity in this investment. Buyers have Buyer has such knowledge and experience in financial and business matters in general, general and with respect to businesses of a nature similar to the business of the Company, LLC so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the SharesUnits. Buyers are Buyer is acquiring the Shares Units solely for their its own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have Buyer has (i) received all the information they have it has deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, Units; (ii) had an opportunity to make such investigation as they have it has desired pertaining to the Company LLC and the acquisition of an interest therein, therein and to verify the information which is, and has been, made available to them him; and (iii) had the opportunity to ask questions of Seller concerning LLC. Buyer acknowledges that Buyer or an affiliate of Buyer is an officer and/or director of Seller and LLC and, as such, has actual knowledge of the Companybusiness, operations and financial affairs of LLC. Buyers have Buyer has received no public solicitation or advertisement with respect to the offer or sale of the SharesUnits. Buyers realize Buyer realizes that the Shares Units are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares Units is restricted by federal and state securities laws and, accordingly, the Shares Units must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand Buyer understands that any resale of the Shares Units by them him must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company LLC at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge Buyer acknowledges and consent consents that certificates now or hereafter issued for the Shares Units will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand Buyer understands that the Shares Units are being sold to them it pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that the Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers are financially able (a) Purchaser is acquiring the Note and Warrants for its own account and not with a view to bear the economic risks public resale or distribution of acquiring an interest all or any part thereof in any transaction which would constitute a "distribution" within the Company meaning of the Securities Act of 1933, as amended (the "SECURITIES ACT"). (b) Purchaser acknowledges that the Note, the shares of Common Stock issuable upon conversion of the Note, the Warrants, and the other transactions contemplated herebyWarrant Shares have not been registered under the Securities Act. (c) Purchaser is an "accredited investor" within the meaning of Rule 501 under Regulation D promulgated under the Securities Act, and have no need for liquidity is experienced in this investment. Buyers have evaluating investments in companies such as the Company, has such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks ofof its investment and has the ability to bear the entire economic risk of its investment. Purchaser has made its own evaluation of its investment in the Note and the Warrants, based upon such information as is available to it and without reliance upon the Company or any other person or entity, and making an informed business decision with regard toPurchaser agrees that neither the Company nor any other person or entity has any obligation to furnish any additional information to Purchaser except as expressly set forth herein. (d) Purchaser acknowledges that the Note, the acquisition shares of Common Stock issuable upon conversion of the Shares. Buyers are acquiring Note, the Warrants, and the Warrant Shares solely for their own account and may not with a view to or for resale in connection with any distribution or public offering thereofbe sold, within the meaning of any applicable securities laws and regulationstransferred, unless such distribution or offering is registered under the Securities Act of 1933pledged, as amended (the “Securities Act”)hypothecated, or an exemption from such otherwise disposed of without registration is available. Buyers have (i) received all the information they have deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such therefrom, and that in the absence of an effective registration is available for their resale. Buyers understand that any resale statement covering the Note, the shares of Common Stock issuable upon conversion of the Note, the Warrants, or the Warrant Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an available exemption or otherwise do not require from registration under the Securities Act Act, the Note, the shares of Common Stock issuable upon conversion of the Note, the Warrants, and the Warrant Shares must be held indefinitely. (or applicable state securities laws). Buyers acknowledge e) Purchaser agrees that the Note, the shares of Common Stock issuable upon conversion of the Note, the Warrants, and consent that certificates now or hereafter issued for the Warrant Shares will shall bear a legend legends in substantially as followsthe following form: "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED TRANSFERRED, EXCEPT PURSUANT TO A (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION ACT, OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1. ANY SALE PURSUANT TO CLAUSE (ii) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL PRECEDING SENTENCE MUST BE FURNISHED WITH ACCOMPANIED BY AN OPINION OF COUNSEL OPINING AS REASONABLY SATISFACTORY TO THE AVAILABILITY OF EXEMPTIONS COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemptionSALE."

Purchase for Investment. Buyers are financially able to bear Each Investor acknowledges that the economic risks offering and sale of acquiring an interest in the Company Purchased Securities and the other transactions contemplated herebyWarrant Shares have not been registered under the Securities Act or under any state securities laws. Each Investor understands that the Purchased Securities and the Warrant Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, each Investor must hold the Purchased Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Each Investor (i) is acquiring the Purchased Securities pursuant to an exemption from registration under the Securities Act solely for investment with no present intention to distribute them to any person in violation of the Securities Act or any applicable U.S. state securities laws, (ii) is acquiring the Purchased Securities for investment for its own account, not as a nominee or agent, and have no need for liquidity not with a view to resale or distribute any part thereof; provided, however, that such representation is made without prejudice to such Investor’s right to sell or otherwise dispose of all or any portion of the Purchased Securities in this investment. Buyers have compliance with the registration requirements or exemption provisions of the Securities Act and any applicable U.S. state securities laws, (iii) will not sell or otherwise dispose of any of the Purchased Securities or the Warrant Shares, except in compliance with the registration requirements or exemption provisions of the Securities Act and any applicable U.S. state securities laws, (iv) has such knowledge and experience in financial and business matters and in general, and with respect to businesses investments of a nature similar to the business of the Company, so as to be this type that it is capable of evaluating the merits and risks of, of the Purchase and of making an informed business decision with regard to, the acquisition of the Shares. Buyers are acquiring the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have (i) received all the information they have deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which isdecision, and has beenconducted a review of the business and affairs of the Company that it considers sufficient and reasonable for purposes of making the Purchase, made available to them and (iiiv) has had the opportunity to ask questions of Seller concerning and receive answers from the Company. Buyers have received no public solicitation authorized representatives or advertisement with respect to the offer or sale agents of the Shares. Buyers realize Company and the terms and conditions of this investment, and that the Shares are any such questions have been answered to such Investor’s full satisfaction, and (vi) is an “restricted securitiesaccredited investor” (as that term is defined in by Rule 144 promulgated by the Securities and Exchange Commission 501 under the Securities Act, ). Each Investor acknowledges that the resale of Company has no obligation to register or qualify the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Purchased Securities Act or an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, except as set forth in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemptionRegistration Rights Agreement.

Purchase for Investment. Buyers (a) Such Purchaser is acquiring the Securities to be purchased by it for its own account, for investment and not with a view to, or present intention of, selling such Securities in any distribution thereof within the meaning of the Securities Act in violation of the federal securities laws or any applicable state securities laws. (b) Such Purchaser understands that (i) the Securities to be purchased by it have not been registered under the Securities Act and are financially able being issued by the Company in transactions exempt from the registration requirements of the Securities Act and (ii) such Securities may not be offered or sold except pursuant to bear an effective registration statement under the economic risks Securities Act or pursuant to an applicable exemption from registration under the Securities Act. (c) Such Purchaser further understands that the exemption from registration afforded by Rule 144 (the provisions of acquiring which are known to such Purchaser) promulgated under the Securities Act depends on the satisfaction of various conditions and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts. (d) Such Purchaser did not employ any broker or finder in connection with the transactions contemplated in this Agreement. (e) Such Purchaser is an interest "Accredited Investor" (as defined in Rule 501(a) under the Securities Act). (f) Such Purchaser has been given opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Company and its Subsidiaries and the businesses of the Company and its Subsidiaries, as it deems necessary to evaluate the merits and risks related to its investment in the Securities and no representations concerning such matters or any other transactions matters related to such investment have been made to such Purchaser except as set forth in the Transaction Documents. Such Purchaser has consulted its own attorney, accountant, or investment adviser with respect to the investment contemplated herebyhereby and its suitability for such Purchaser, including the tax and have no need for liquidity in this other economic considerations related to the investment. Buyers have such . (g) Such Purchaser (i) has knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be such that such Purchaser is capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are acquiring the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning purchase of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (contemplated by the “Securities Act”), or an exemption from such registration is available. Buyers have (i) received all the information they have deemed necessary to make an informed investment decision with respect to the acquisition of the SharesTransaction Documents, (ii) had an opportunity to make such investigation as they have desired pertaining understands and has taken cognizance of all risk factors related to the Company and purchase of the acquisition of an interest therein, and Securities to verify the information which is, and has been, made available to them be purchased by it and (iii) had is able to bear the opportunity to ask questions of Seller concerning the Company. Buyers have received no public solicitation or advertisement with respect to the offer or sale economic risk of the Shares. Buyers realize that the Shares are “restricted securities” as that term is defined investment in Rule 144 promulgated by the Securities for an indefinite period of time and Exchange Commission under the Securities Act, the resale can afford to suffer a complete loss of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from investment in such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemptionSecurities.

Purchase for Investment. Buyers are Buyer is financially able to bear the economic risks of acquiring an interest in the Company and the other transactions contemplated hereby, and have no need for liquidity in this investment. Buyers have Buyer has such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are Buyer is acquiring the Shares solely for their his own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have Buyer has (i) received all the information they have deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them him and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have Buyer has received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize Buyer realizes that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand Buyer understands that any resale of the Shares by them him must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge Buyer acknowledges and consent consents that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand Buyer understands that the Shares are being sold to them him pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers are financially able to bear The Investor acknowledges that the economic risks of acquiring an interest in the Company Purchased Securities and the Warrant Shares have not been registered under the Securities Act or under any state or other transactions contemplated herebyapplicable securities laws. The Investor (i) acknowledges that it is acquiring the Purchased Securities pursuant to an exemption from registration under the Securities Act solely for investment with no intention to distribute any of the Purchased Securities or Warrant Shares to any person, (ii) will not sell, transfer or otherwise dispose of any of the Purchased Securities or the Warrant Shares, except in compliance with this Agreement and have no need for liquidity in this investment. Buyers have the registration requirements or exemption provisions of the Securities Act and any other applicable securities laws, (iii) has such knowledge and experience in financial and business matters and in general, and with respect to businesses investments of a nature similar to the business of the Company, so as to be this type that it is capable of evaluating the merits and risks of, of its investment in the Purchased Securities and the Warrant Shares and of making an informed business decision with regard toinvestment decision, the acquisition (iv) is an “accredited investor” (as that term is defined by Rule 501 of the Shares. Buyers are acquiring the Shares solely for their own account and not with Securities Act), (v) is a view to or for resale “qualified institutional buyer” (as that term is defined in connection with any distribution or public offering thereof, within the meaning Rule 144A of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended Act) and (the “Securities Act”), vi) (A) has been furnished with or an exemption from such registration is available. Buyers have (i) received has had full access to all the information they have deemed that it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of the Purchased Securities and Warrant Shares, (iiB) has had an opportunity to make such investigation as they have desired pertaining to discuss with the Company and its representatives the acquisition intended business and financial affairs of the Company and to obtain information necessary to verify any information furnished to it or to which it had access and (C) can bear the economic risk of (x) an interest thereininvestment in the Company indefinitely and (y) a total loss in respect of such investment. The Investor has such knowledge and experience in business and financial matters so as to enable it to understand and evaluate the risks of, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have received no public solicitation or advertisement form an investment decision with respect to its investment in, the offer or sale Purchased Securities and the Warrant Shares and to protect its own interest in connection with such investment. The Investor further acknowledges that it has had such an opportunity to consult with its own counsel, financial and tax advisers and other professional advisers as it believes is sufficient for purposes of the SharesPurchase. Buyers realize The Investor further acknowledges (for itself and on behalf of its Affiliates and representatives) that it has conducted, to its satisfaction, its own independent investigation of the Shares are “restricted securities” as that term is defined business, operations, assets and financial condition of the Company and its subsidiaries and, in Rule 144 promulgated by making its determination to proceed with the Securities and Exchange Commission under the Securities ActPurchase, the resale Investor and its Affiliates and representatives have relied on the results of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemptionown independent investigation.

Purchase for Investment. Buyers are financially able to bear (a) Buyer is purchasing the economic risks of acquiring an interest Purchased Securities for investment for its own account and not with a view to, or for sale in the Company and the other transactions contemplated herebyconnection with, and have no need for liquidity in this investmentany distribution thereof. Buyers have such Buyer (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks of, of its investment in the Purchased Securities and making is capable of bearing the economic risks of such investment. Buyer is an informed business decision with regard to, the acquisition of the Shares. Buyers are acquiring the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have (i) received all the information they have deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize that the Shares are “restricted securitiesaccredited investor” as that term is defined in Rule 144 promulgated by 501(a) under the Securities and Exchange Commission Act. (b) Buyer understands that the Purchased Securities will not be registered under the Securities Act, or any state securities laws, in reliance upon exemptions from applicable registration requirements. Buyer understands and agrees that the Purchased Securities, or any interest therein, may not be resold or otherwise disposed of by Buyer unless the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale Purchased Securities is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand therefrom (c) Buyer understands and agrees that any resale of each certificate or other document evidencing or representing the Shares by them must Purchased Securities shall be registered under the Securities Act (and any applicable state securities law) stamped or be effected in circumstances that, otherwise imprinted with a legend in the opinion of counsel for the Company at the time, create an exemption form set forth below or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as followssimilar legend: THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND . SUCH SHARES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER IN THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH ABSENCE OF REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE AN EXEMPTION THEREFROM. UNLESS PERMITTED UNDER SECURITIES ACTLEGISLATION, THE EXEMPTIONS AFFORDED BY SECTION 4(1HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE ISSUANCE DATE]. (d) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand The Buyer is aware that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) Common Stock Issuance constitutes an acquisition of control of the Securities Act and that Seller is relying upon the representations made herein as one Company for purpose of the bases for claiming the Section 4(1) exemptionIncome Tax Act (Canada).

Purchase for Investment. Buyers are financially able to bear the economic risks of acquiring an interest in the Company and the other transactions contemplated hereby, and have no need for liquidity in this investment. Buyers have such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are acquiring the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have (i) received all The Management Investor represents and warrants that: (A) the information they Purchased Shares and Restricted Shares will be acquired for the Management Investor’s own account for investment, without any present intention of selling or further distributing the same, and the Management Investor will not have deemed necessary any reason to make an informed investment decision with respect anticipate any change in the Management Investor’s circumstances or any other particular occasion or event which would cause the Management Investor to sell any of such Common Stock; and (B) the Management Investor is fully aware that in agreeing to sell, issue and/or grant such Common Stock to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to Management Investor the Company will be relying upon the truth and the acquisition accuracy of an interest therein, these representations and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Companywarranties. Buyers have received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize The Management Investor agrees that the Management Investor will not Transfer any Purchased Shares are “restricted securities” as that term is defined or Restricted Shares prior to an IPO, except to a Related Transferee in Rule 144 promulgated by accordance with the terms of this Agreement. Any such Transfer must be in compliance with the Act, the rules and regulations of the Securities and Exchange Commission under the Securities Actthereunder, the resale of the Shares is restricted by federal and relevant state securities laws andapplicable to the Management Investor’s action and the terms of this Agreement. (ii) The Management Investor acknowledges that no trading market for the Common Stock exists currently or is expected to exist at any time in the foreseeable future (if at all) and that, accordinglyas a result, the Management Investor may be unable to sell any of the Common Stock acquired hereunder for an indefinite period. Further, the Company has no obligation to register any of the Common Stock (including any of the Purchased Shares must be held indefinitely unless their or Restricted Shares) for sale or resale is subsequently registered under the Securities Act or any other applicable law (including any “blue sky” law). (iii) The Management Investor acknowledges and agrees that nothing herein, including the provisions of Section 1 of this Agreement or the opportunity to make an exemption from such registration is available for their resale. Buyers understand that investment in the Company, shall be deemed to create any resale implication concerning the adequacy of the Shares by them must be registered under Management Investor’s services to the Securities Act Company or any of its affiliates (including CLI and any applicable state securities lawits subsidiaries) or shall be effected construed as an agreement by the Company or any of its affiliates (including CLI and its subsidiaries), express or implied, to (A) employ the Management Investor or contract for the Management Investor’s services, (B) restrict the right of CLI to discharge the Management Investor or cease contracting for the Management Investor’s services or (C) modify, extend or otherwise affect in circumstances that, any manner whatsoever the terms of any employment agreement or contract for services which may exist (on the date hereof or in the opinion future) between the Management Investor or any of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act its affiliates (or applicable state securities lawsincluding CLI and its subsidiaries). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers are financially able Each Purchaser is purchasing the Shares for his or her own account, for investment purposes only and not with view to bear any public resale or other distribution thereof. Each Purchaser acknowledges that it is an Accredited Investor as that term is defined in Rule 501(a) of Regulation D of the economic risks Securities Act of acquiring an interest in the Company 1933, as amended. Each Purchaser and the other transactions contemplated herebyhis representatives have received, or have had access to, and have no need for liquidity in this investment. Buyers have had sufficient opportunity to review, all books, records, financial information and other information which each Purchaser considers necessary or advisable to enable it to make a decision concerning its purchase of the Shares, and that it possesses such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be that it is capable of evaluating the merits and risks of, and making an informed business decision with regard toof his investment hereunder. Additionally, the acquisition Purchasers understand that any sale by the Purchasers of any of the Shares. Buyers are acquiring Shares purchased under this Agreement will, under current law, require either: (a) the registration of the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act and applicable state securities acts; (b) compliance with Rule 144 of 1933, as amended the Act; or (c) the “Securities Act”), or availability of an exemption from such the registration is availablerequirements of the Act. Buyers have (i) received all The Purchasers understand that the information they have deemed necessary Company has not undertaken and does not presently intend to make an informed investment decision with respect file a Registration Statement to register the Shares purchased hereunder. The Purchasers hereby agree to execute, deliver, furnish or otherwise provide to the acquisition Company an opinion of counsel reasonably acceptable to the Company prior to any subsequent transfer of the Shares, (ii) had an opportunity that such transfer will not violate the registration requirements of the federal or state securities acts. The Purchasers further agree to make such investigation as they have desired pertaining execute, deliver, furnish or otherwise provide to the Company any documents or instruments as may be reasonably necessary or desirable in order to evidence and record the acquisition of an interest thereinShares acquired hereby. To assist in implementing the above provisions, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have received no public solicitation or advertisement with respect Purchasers hereby consent to the offer or sale placement of the Shares. Buyers realize that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Actlegend, the resale or a substantially similar legend, set forth below, on all certificates representing ownership of the Shares is restricted by federal and state securities laws and, accordingly, acquired hereby until the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances thathave been sold, in the opinion of counsel for the Company at the timetransferred, create an exemption or otherwise do not require registration under disposed of, pursuant to the Securities Act (or applicable state securities laws)requirements hereof. Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a The legend shall read substantially as follows: "THESE SECURITIES HAVE BEEN ISSUED PURSUANT TO EXEMPTION FROM REGISTRATION CONTAINED IN REGULATION S OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE ACT OF 1933 AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR QUALIFIED UNDER ANY APPLICABLE STATE FOREIGN SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND . THESE SECURITIES MAY NOT ONLY BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, RESOLD IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) COMPLIANCE WITH REGULATION S OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption1933."

Purchase for Investment. Buyers are financially able Each Trust Certificate Purchaser represents to bear each other Trust Certificate Purchaser, the economic risks of acquiring an interest in the Company Lessor Trustee and the other transactions contemplated herebyLessee that either: (i) such Trust Certificate Purchaser is purchasing the Trust Certificates to be purchased by it on the Closing Date for the account of such Trust Certificate Purchaser, and have no need for liquidity in this investment. Buyers have such knowledge and experience in financial and business matters in general, investment and with respect to businesses no present intention of a nature similar distributing or reselling such Trust Certificates or any part thereof, but without prejudice, however, to the business right of the Company, so as such Trust Certificate Purchaser at all times to be capable sell or otherwise dispose of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition all or any part of the Shares. Buyers are acquiring the Shares solely for their own account and not with such Trust Certificates under a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered registration under the Securities Act of 1933, as amended (the “Securities Act”), or under an exemption from such registration is available. Buyers have (i) received available under such Act; PROVIDED that the disposition of such Trust Certificates shall at all the information they have deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, times be within its control; or (ii) had an opportunity such Trust Certificate Purchaser proposes to make such investigation as they have desired pertaining to offer the Company Trust Certificates for resale upon the terms set forth herein and hereby represents and warrants to, and agrees with, the Lessee and the acquisition other Trust Certificate Purchasers, as to itself, that: MW 1997-1 Trust Participation Agreement (A) Such Trust Certificate Purchaser will offer or sell the Trust Certificates only to (1) persons who it reasonably believes are "qualified institutional buyers" within the meaning of an interest thereinRule 144A under the Act in transactions meeting the requirements of such Rule 144A and (2) persons who such Trust Certificate Purchaser reasonably believes are institutional "accredited investors" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Act. (B) Such Trust Certificate Purchaser will not offer or sell any of the Trust Certificates in any jurisdiction except under circumstances that will result in compliance with the Applicable Laws thereof, and that such Trust Certificate Purchaser will take whatever action is required to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the permit its resale of the Shares is restricted Trust Certificates. Trust Certificate Purchaser understands that no action has been taken to permit a public offering in any jurisdiction where action would be required for such purpose. (C) Such Trust Certificate Purchaser has not offered or sold and will not offer or sell the Trust Certificates by federal and state securities laws andany form of general solicitation or general advertising, accordinglyincluding but not limited to, the Shares must be held indefinitely unless their resale is subsequently registered methods described in Rule 502(c) under the Securities Act or an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemptionAct.

Purchase for Investment. Buyers are financially able to bear the economic risks of acquiring The Shareholder represents that he is an interest in the Company and the other transactions contemplated hereby, and have no need for liquidity in this investment. Buyers have such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are acquiring the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof----------------------- "accredited investor", within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered Regulation D under the Securities Act of 1933, as amended (the “Securities Act”"1933 ACT"), and is acquiring the Common Stock and, if applicable, the Note (collectively, the "SECURITIES"), for his own account, for investment purposes only, and not with a view to the resale or distribution of all or any part thereof. The Shareholder has not offered or sold, and will not offer or sell, any portion of the Securities and has no present plan or intention of dividing such Securities with others or reselling or otherwise disposing of any portion of the Securities, either currently or after the passage of a fixed or determinable period of time, or upon the occurrence or nonoccurrence of any predetermined event or circumstance. The Shareholder agrees not to distribute or to transfer any of the Securities in the United States except in compliance with all applicable United States federal and state securities laws. The Shareholder further recognizes that the Securities will not be registered under the 1933 Act or the securities laws of any state, and the transfer of the same will be restricted under such laws, and the Securities cannot be sold except pursuant to an effective registration statement under such laws or an available exemption from such registration registration, and the certificates representing the Securities will bear a legend to such effect. The Shareholder acknowledges and understands that Unidigital is availableunder no obligation to register the Securities. Buyers have (i) received all the information they have deemed necessary The Shareholder agrees not to make an informed investment decision with respect distribute or to the acquisition transfer any of the SharesCommon Stock within two years after the date hereof. The Shareholder is aware of Unidigital's business affairs and financial condition, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have received no public solicitation or advertisement Unidigital's management with respect to the offer or sale of the Shares. Buyers realize that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities its business affairs and Exchange Commission under the Securities Actfinancial condition and has acquired sufficient information (including, the resale of the Shares is restricted by federal and state securities laws andbut not limited to, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel Unidigital's Form 10-KSB for the Company at the timefiscal year ended August 31, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge 1998, Unidigital's 1998 annual report, Unidigital's 1998 proxy statement and consent that certificates now or hereafter issued Unidigital's Form 10-Q for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933quarter ended November 30, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(11998) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that about Unidigital to reach an informed and knowledgeable decision to acquire the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemptionSecurities.

Purchase for Investment. Buyers are financially able The Purchaser acknowledges that none of the Purchased Shares (nor any Payment Shares) have been registered under the Securities Act or under any state or other applicable securities laws and, accordingly, must be held indefinitely unless a subsequent sale or other transfer thereof by the Purchaser is registered under the Securities Act and such securities or blue sky laws or is exempt from registration thereunder. The Purchaser (i) acknowledges that it is acquiring the Purchased Shares (and, if applicable, any Payment Shares) being purchased by it pursuant to bear an exemption from registration under the economic risks Securities Act solely for its own account for investment purposes with no intention to distribute any of acquiring an interest the foregoing to any Person, (ii) will not sell, transfer, or otherwise dispose of any of the Purchased Shares (and, if applicable, any Payment Shares), except in the Company compliance with this Agreement and the registration requirements or exemption provisions of the Securities Act and any other transactions contemplated herebyapplicable securities Laws, and have no need for liquidity in this investment. Buyers have (iii) has such knowledge and experience in financial and business matters and in general, and with respect to businesses investments of a nature similar to the business of the Company, so as to be this type that it is capable of evaluating the merits and risks of its investment in the Purchased Shares (and, if applicable, any Payment Shares) and of making an informed investment decision, (iv) is an "accredited investor" (as that term is defined by Rule 501 of the Securities Act) and (v) (1) has had an opportunity to discuss with the Company and its representatives the intended business and financial affairs of the Company and to obtain information necessary to verify any information furnished to it or to which it had access and (2) can bear the economic risk of (x) an investment in the Purchased Shares (and, if applicable, any Payment Shares) indefinitely and (y) a total loss in respect of such investment. The Purchaser has such knowledge and experience in business and financial matters so as to enable it to understand and evaluate the risks of, and making form an informed business decision with regard to, the acquisition of the Shares. Buyers are acquiring the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have (i) received all the information they have deemed necessary to make an informed investment decision with respect to its investment in, the acquisition of the Purchased Shares (and, if applicable, any Payment Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have received no public solicitation or advertisement protect its own interest in connection with respect to the offer or sale of the Shares. Buyers realize that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemptioninvestment.

Purchase for Investment. Buyers are Buyer is financially able to bear the economic risks of acquiring an interest in the Company Subsidiary, and the other transactions contemplated hereby, and have has no need for liquidity in this investment. Buyers have Buyer has such knowledge and experience in financial and business matters in general, general and with respect to businesses of a nature similar to the business of the Company, Subsidiary so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Subsidiary Shares. Buyers are Buyer is acquiring the Subsidiary Shares solely for their his own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “"Securities Act”"), or, to the extent applicable, comparable Peruvian law, or an exemption from such registration is available. Buyers have Buyer has (i) received all the information they have he has deemed necessary to make an informed investment decision with respect to the acquisition of the Subsidiary Shares, ; (ii) had an opportunity to make such investigation as they have he has desired pertaining to the Company Subsidiary and the acquisition of an interest therein, therein and to verify the information which is, and has been, made available to them him; and (iii) had the opportunity to ask questions of Seller concerning the CompanySubsidiary. Buyers have Buyer acknowledges that Buyer is an officer and director of Seller and the Subsidiary and, as such, has actual knowledge of the business, operations and financial affairs of the Subsidiary. Buyer has received no public solicitation or advertisement with respect to the offer or sale of the Subsidiary Shares. Buyers realize Buyer realizes that the Subsidiary Shares are “"restricted securities” " as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Subsidiary Shares is restricted by federal and state securities laws and, accordingly, the Subsidiary Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act Act, or to the extent applicable, comparable Peruvian law, or an exemption from such registration is available for their resale. Buyers understand Buyer understands that any resale of the Subsidiary Shares by them him must be registered under the Securities Act (and any applicable state securities law) ), and, to the extent applicable, comparable Peruvian law, or be effected in circumstances that, in the opinion of counsel for the Company Subsidiary at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws)) and, to the extent applicable, comparable Peruvian law. Buyers acknowledge Buyer acknowledges and consent consents that certificates now or hereafter issued for the Subsidiary Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand Buyer understands that the Subsidiary Shares are being sold to them him pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that the Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers Buyer are financially able to bear the economic risks of acquiring an interest in the Company and the other transactions contemplated hereby, and have no need for liquidity in this investment. Buyers Buyer have such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers Buyer are acquiring the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers Buyer have (i) received all the information they have deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers Buyer have received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers Buyer realize that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers Buyer understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers Buyer acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers Buyer understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers are Buyer is financially able to bear the economic risks of acquiring an interest in the Company and the other transactions contemplated hereby, and have has no need for liquidity in this investment. Buyers have Buyer has such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are Buyer is acquiring the Shares solely for their its own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have Buyer has (i) received all the information they have it has deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have it has desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them it and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have Buyer has received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize Buyer realizes that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand Buyer understands that any resale of the Shares by them it must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge Buyer acknowledges and consent consents that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand Buyer understands that the Shares are being sold to them it pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers are financially able (a) Purchaser is acquiring the Securities for its own account and not with a view to bear the economic risks public resale or distribution of acquiring all or any part thereof in any transaction which would constitute a "distribution" within the meaning of the Securities Act of 1933 (the "Securities Act"). Purchaser acknowledges that it does not currently intend to assign its rights under this Agreement to any third party prior to the Closing. (b) Purchaser acknowledges that the Securities have not been registered under the Securities Act and that the Warrant Shares will not be registered under the Securities Act. (c) Purchaser is an interest "accredited invertor" within the meaning of Rule 501 under Regulation D promulgated under the Securities Act, is experienced in evaluating investments in companies such as the Company and the other transactions contemplated herebyCompany, and have no need for liquidity in this investment. Buyers have has such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks ofof its investment and has the ability to bear the entire economic risk of its investment. Purchaser has made its own evaluation of its investment in the Securities, based upon such information as is available to it and without reliance upon the Company or any other person or entity, and making an informed business decision Purchaser agrees that neither the Company nor any other person or entity has any obligation to furnish any additional information to Purchaser except as expressly set forth herein. (d) Purchaser acknowledges that it has been provided with regard to, the acquisition copies of the SharesCompany's Annual Report on Form 10-K for the year ended June 30, 1998, as amended, each of the Company's Quarterly Reports on Form 10-Q for the quarter ended September 30, 1998, a the Company's Current Report on Form 8-K filed September 21, 1998. Buyers Purchaser also acknowledges that the Company has advised it of the facts set forth on Schedule A hereto (the "Material Non-public Information"). Purchaser acknowledges that they are acquiring aware that the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable United States securities laws prohibit them, their representatives, and regulations, unless such distribution any person who has received Material Non-public Information about the Company from purchasing or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have (i) received all the information they have deemed necessary to make an informed investment decision with respect to the acquisition selling securities of the Shares, (ii) had an opportunity Company or from communicating such information to make any other person under circumstances in which it is reasonably forseeable that such investigation as they have desired pertaining person will purchase or sell such securities in reliance on such information. Purchaser covenant and agree not to purchase or sell any securities of the Company and the acquisition of an interest therein, and (other than pursuant to verify the information which is, and has been, made available this Agreement) or to them and (iii) had the opportunity communicate Material Non-public Information to ask questions of Seller concerning the Company. Buyers have received no public solicitation or advertisement with respect to the offer or sale any person until such time as all of the Shares. Buyers realize Material Non-public Information has been made public by the Company or the Company has informed the Purchaser that the Shares are “restricted securities” as such information is no longer material. (e) Purchaser acknowledges that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities ActWarrant Shares may not be sold, the resale transferred, pledged, hypothecated, or otherwise disposed of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered without registration under the Securities Act or an exemption from such therefrom, and that in the absence of an effective registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under statement covering the Securities Act (and any applicable state securities law) or be effected in circumstances thatthe Warrant Shares, in the opinion of counsel for the Company at the timeas applicable), create or an available exemption or otherwise do not require from registration under the Securities Act Act, the Securities (or applicable state securities laws). Buyers acknowledge and consent the Warrant Shares, as applicable) must be held indefinitely. (f) Purchaser agrees that certificates now or hereafter issued for the Shares will (and the Warrant Shares) shall bear a legend legends in substantially as followsthe following form: "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED TRANSFERRED, EXCEPT PURSUANT TO A (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION ACT, OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1. ANY SALE PURSUANT TO CLAUSE (ii) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL PRECEDING SENTENCE MUST BE FURNISHED WITH ACCOMPANIED BY AN OPINION OF COUNSEL OPINING AS REASONABLY SATISFACTORY TO THE AVAILABILITY OF EXEMPTIONS COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemptionSALE."

Purchase for Investment. Buyers are financially able (a) Purchaser is acquiring the Shares for its own account and not with a view to bear the economic risks public resale or distribution of acquiring all or any part thereof in any transaction which would constitute a "distribution" within the meaning of the Securities Act. Purchaser acknowledges that it does not currently intend to assign its rights under this Agreement to any third party prior to the Closing. (b) Purchaser acknowledges that the Shares have not been registered under the Securities Act. (c) Purchaser is an interest "accredited investor" within the meaning of Rule 501 under Regulation D promulgated under the Securities Act, is experienced in evaluating investments in companies such as the Company and the other transactions contemplated herebyCompany, and have no need for liquidity in this investment. Buyers have has such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks ofof its investment and has the ability to bear the entire economic risk of its investment. Purchaser has made its own evaluation of its investment in the Common Stock, based upon such information as is available to it and without reliance upon the Company or any other person or entity, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are acquiring the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have (i) received all the information they have deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to Purchaser agrees that neither the Company and the acquisition of an interest therein, and nor any other person or entity has any obligation to verify the furnish any additional information which is, and has been, made available to them and Purchaser except as expressly set forth herein. (iiid) had the opportunity to ask questions of Seller concerning the Company. Buyers have received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize Purchaser acknowledges that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Actmay not be sold, the resale transferred, pledged, hypothecated, or otherwise disposed of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered without registration under the Securities Act or an exemption from such therefrom, and that in the absence of an effective registration is available for their resale. Buyers understand that any resale of statement covering the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an available exemption or otherwise do not require from registration under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for Act, the Shares will must be held indefinitely. (e) Purchaser agrees that the Shares shall bear a legend legends in substantially as followsthe following form: "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED TRANSFERRED, EXCEPT PURSUANT TO A (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION ACT, OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1. ANY SALE PURSUANT TO CLAUSE (ii) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL PRECEDING SENTENCE MUST BE FURNISHED WITH ACCOMPANIED BY AN OPINION OF COUNSEL OPINING AS REASONABLY SATISFACTORY TO THE AVAILABILITY OF EXEMPTIONS COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemptionSALE."

Purchase for Investment. Buyers are financially able AIG Highstar is acquiring the Warrant pursuant to bear Section 7.1 hereof with the economic risks of acquiring an interest in following understanding: (a) AIG Highstar understands that the Company Warrant and the other transactions contemplated hereby, and have no need for liquidity in this investment. Buyers have such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business Class A Common Stock acquirable upon exercise of the Company, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are acquiring the Shares solely for their own account and Warrant have not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is been registered under the Securities Act of 1933, as amended (the “"Securities Act”"), or an under applicable state securities laws (the "Blue Sky Laws"), in reliance upon exemptions contained in the Securities Act and Blue Sky Laws and any applicable regulations promulgated thereunder or interpretations thereof, and cannot be offered for sale, sold or otherwise transferred unless, among other things, such Warrant or Class A Common Stock is subsequently registered or qualified for exemption under the Securities Act and Blue Sky Laws, and that the certificates representing the Warrant and the Class A Common Stock shall bear a legend noting such restrictions; (b) That the Warrant is being acquired under this Agreement by AIG Highstar in good faith solely for its own account, for investment and not with a view toward resale or other distribution within the meaning of the Securities Act, and that such securities will not be offered for sale, sold or otherwise transferred without either registration or exemption from registration under the Securities Act and Blue Sky Laws; (c) AIG Highstar has such registration knowledge and experience in financial and business matters that AIG Highstar is available. Buyers have capable of evaluating the merits and risks of its investment in the Warrant and AIG Highstar understands and is able to bear any economic risks associated with such investment (iincluding the inherent risk of losing all or part of its investment in the Warrant); and (d) received all AIG Highstar is directly familiar with the information they have deemed necessary business that is conducted and intended to make an informed investment decision with respect be conducted by TransCore, including financial matters related to the acquisition of the Sharessuch business, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them and (iii) had been given the opportunity to ask questions of, and receive answers from, the directors and principal officers of Seller TransCore concerning the Company. Buyers have received no public solicitation or advertisement with respect to business and financial affairs of TransCore, and the offer or sale terms and conditions of its purchase of the Shares. Buyers realize that Warrant, and has had further opportunity to obtain any additional information desired (including information necessary to verify the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale accuracy of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities lawsforegoing). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers are Buyer is financially able to bear the economic risks of acquiring an interest in the Company Leasco and the other transactions contemplated hereby, and have has no need for liquidity in this investment. Buyers have Buyer has such knowledge and experience in financial and business matters in general, general and with respect to businesses of a nature similar to the business of the Company, Leasco so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are Buyer is acquiring the Shares solely for their his own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “"Securities Act”"), or an exemption from such registration is available. Buyers have Buyer has (i) received all the information they have he has deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, ; (ii) had an opportunity to make such investigation as they have he has desired pertaining to the Company Leasco and the acquisition of an interest therein, therein and to verify the information which is, and has been, made available to them him; and (iii) had the opportunity to ask questions of Seller concerning Leasco. Buyer acknowledges that Buyer is an officer and director of Seller and Leasco and, as such, has actual knowledge of the Companybusiness, operations and financial affairs of Leasco. Buyers have Buyer has received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize Buyer realizes that the Shares are “"restricted securities” " as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand Buyer understands that any resale of the Shares by them him must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company Leasco at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge Buyer acknowledges and consent consents that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “"STATE ACTS”"), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand Buyer understands that the Shares are being sold to them him pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that the Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers are Buyer is financially able to bear the economic risks of acquiring an interest in the Company TWB and the other transactions contemplated hereby, and have has no need for liquidity in this investment. Buyers have Buyer has such knowledge and experience in financial and business matters in general, general and with respect to businesses of a nature similar to the business of the Company, TWBI so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are Buyer is acquiring the Shares solely for their its own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have Buyer has (i) received all the information they have it has deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, ; (ii) had an opportunity to make such investigation as they have it has desired pertaining to the Company TWB and the acquisition of an interest therein, therein and to verify the information which is, and has been, made available to them him; and (iii) had the opportunity to ask questions of Seller concerning TWB. Buyer acknowledges that Buyer or an affiliate of Buyer is an officer and/or director of Seller and TWB and, as such, has actual knowledge of the Companybusiness, operations and financial affairs of TWB. Buyers have Buyer has received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize Buyer realizes that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand Buyer understands that any resale of the Shares by them him must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company TWB at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge Buyer acknowledges and consent consents that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand Buyer understands that the Shares are being sold to them it pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that the Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers Buyer are financially able to bear the economic risks of acquiring an interest in the Company and the other transactions contemplated hereby, and have no need for liquidity in this investment. Buyers Buyer have such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers Buyer are acquiring the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “"Securities Act”"), or an exemption from such registration is available. Buyers Buyer have (i) received all the information they have deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have Buyer has received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize Buyer realizes that the Shares are “"restricted securities” " as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, . accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers Buyer understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge Buyer acknowledges and consent consents that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE CETIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”"), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “"STATE ACTS”"), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(14(2) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO TFIERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers Buyer understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(14(2) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(14(2) exemption.

Purchase for Investment. Buyers are Buyer is financially able to bear the economic risks of acquiring an interest in the Company Leaseco and the other transactions contemplated hereby, and have has no need for liquidity in this investment. Buyers have Buyer has such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the CompanyLeaseco, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are Buyer is acquiring the Shares solely for their his own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have Buyer has (i) received all the information they have he has deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, ; (ii) had an opportunity to make such investigation as they have he has desired pertaining to the Company Leaseco and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them him; and (iii) had the opportunity to ask questions of Seller concerning Leaseco. Buyer acknowledges that Buyer is a current director and officer of Seller, and a current director and officer of Leaseco and, as such, has actual knowledge of the Companybusiness, operations and financial affairs of Leaseco. Buyers have Buyer has received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize Buyer realizes that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand Buyer understands that any resale of the Shares by them him must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company Leaseco at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge Buyer acknowledges and consent consents that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand Buyer understands that the Shares are being sold to them him pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that the Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers are financially able to bear the economic risks of acquiring an interest in the Company GFS and the other transactions contemplated hereby, and have no need for liquidity in this investment. Buyers have such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the CompanyGFS, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are acquiring the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have (i) received all the information they have deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company GFS and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller Xxxxxx concerning the CompanyGFS. Buyers have received no public solicitation or advertisement with respect to the offer or sale of the Shares. With respect to the foregoing, Buyers represent and warrant that they have relied exclusively on Xxxxxx, in his capacity as an officer of GFS and not as a representative of Company, for information concerning GFS and that Company has not provided and is not providing any information to Buyers with respect to business or affairs of GFS, nor its financial condition or prospects. Buyers agree to indemnify and hold harmless Company with respect to any breaches of any representations or warranties, or information provided to Buyers, concerning GFS, by Xxxxxx or any other person. Except as specifically provided in Section 3(g), hereof, Buyers acknowledge that there has been no solicitation by Company, or any of its affiliates, officers, directors, employees, stockholders or agents or assigns, of Buyers in connection with the execution and delivery of this Agreement or the matters contemplated hereunder. Buyers realize that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company GFS at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(14(2) of the Securities Act and that Seller Company is relying upon the representations made herein as one of the bases for claiming the Section 4(14(2) exemption.

Purchase for Investment. Buyers are Buyer is financially able to bear the economic risks of acquiring an interest in the Company and the other transactions contemplated hereby, and have has no need for liquidity in this investment. Buyers have Buyer has such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are Buyer is acquiring the Shares solely for their her own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have Buyer has (i) received all the information they have she has deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have she has desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them her and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have Buyer has received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize Buyer realizes that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand Buyer understands that any resale of the Shares by them her must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge Buyer acknowledges and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand Buyer understands that the Shares are being sold to them her pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers are financially able to bear the economic risks of acquiring an interest in the Company and the other transactions contemplated hereby, and have no need for liquidity in this investment. Buyers have such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are acquiring the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “"Securities Act”"), or an exemption from such registration is available. Buyers have (i) received all the information they have deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize that the Shares are “"restricted securities” " as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “"STATE ACTS”"), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers are financially able to bear the economic risks of acquiring an interest in the Company and the other transactions contemplated hereby, and have no need for liquidity in this investment. Buyers have such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are (a) Such Purchaser is acquiring the Shares solely Notes for their its own account account, for investment purposes only and not with a view to or for resale in connection with any distribution or public offering thereof, thereof within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, Act. (b) Such Purchaser has received such information as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have (i) received all the information they have deemed it deems necessary in order to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, Notes and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning and receive answers from the Company. Buyers have received no public solicitation Issuer and its Subsidiaries and their respective officers and directors and to obtain such additional information which the Issuer or advertisement with respect its Subsidiaries possess or could acquire without unreasonable effort or expense as such Purchaser deems necessary to verify the offer or sale accuracy of the Shares. Buyers realize information furnished to such Purchaser and has asked such questions, received such answers and obtained such information as it deems necessary to verify the accuracy of the information furnished to such Purchaser. (c) Such Purchaser is a QIB and an Accredited Investor. (d) Such Purchaser understands that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities Notes have not been and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must will not be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state or other securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares Notes are being sold to them pursuant to issued by the exemption Issuer in transactions exempt from the registration contained in Section 4(1) requirements of the Securities Act and that Seller is relying upon the representations made herein as one Notes may be resold only if registered pursuant to the provisions of the bases Securities Act or if an exemption from registration under the Securities Act is available. (e) Such Purchaser further understands that the exemption from registration afforded by Rule 144 under the Securities Act depends on the satisfaction of various conditions, and that, if applicable, Rule 144 under the Securities Act may afford the basis for claiming sales only in limited amounts. (f) Except as otherwise disclosed by such Purchaser to the Issuer, such Purchaser did not employ any broker or finder in connection with the transactions contemplated in this Agreement and no fees or commissions are payable to the Purchasers except as otherwise provided for in this Agreement. (g) The source of funds to be used by such Purchaser to pay the Purchase Price does not include assets of any employee benefit plan (other than a plan exempt from the coverage of ERISA) or plan or any other entity the assets of which consist of “plan assets” of employee benefit plans or plans as defined in U.S. Department of Labor regulation Section 4(12510.3-101. As used in this Section 5.1(g), the term “employee benefit plan” shall have the meaning assigned to such term in Section 3 of ERISA, and the term “plan” shall have the meaning assigned thereto in Section 4975(e)(1) exemptionof the Code.

Purchase for Investment. Buyers You are financially able to bear the economic risks of acquiring an interest in the Company and the other transactions contemplated hereby, and have no need for liquidity in this investment. Buyers have such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are acquiring purchasing the Shares solely for their your own account and not with a view to or for resale in connection with any the distribution or public offering thereof, within . You understand that the meaning of any applicable securities laws and regulations, unless such distribution or offering is Shares have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act of 1933, as amended (the “"Securities Act”), ") or any applicable state securities laws or if an exemption from such registration is available, and that the Company is not required to register the Shares except as expressly required pursuant to this Agreement. Buyers You understand and acknowledge the risks associated with purchasing the Shares and acknowledge that you have had the opportunity to ask, have asked, and have received satisfactory answers to any and all questions you had concerning the Company and its business and financial circumstances. You have received that certain Confidential Information Memorandum addressed to you (ithe "Memorandum") received all and understand its contents. Unless sold pursuant to an effective registration statement, you agree not to dispose of any Shares until counsel for the information they Company shall have deemed necessary delivered a written opinion to make the Company that the intended disposition is permissible pursuant to an informed exemption from the Securities Act or any applicable state securities act, or the rules and regulations thereunder. You understand and acknowledge that your investment decision in the Shares is a speculative investment that is not liquid, and you acknowledge that you have adequate means of providing for current needs and personal contingencies and have no need for liquidity with respect to the acquisition Shares. You understand that each of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to stock certificates evidencing the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize Shares shall bear a legend stating that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently have not been registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must state securities laws and may not be transferred unless registered under the Securities Act (or pursuant to an exemption from federal and any applicable state securities law) laws and regulations. You acknowledge that except as specifically set forth in this Agreement and the Memorandum, no oral or be effected in circumstances that, in the opinion of counsel for written promises or representations with respect to the Company at or the timeShares have been made to you by any Person connected with the Company. You have no reason to anticipate any change in your personal circumstances, create an exemption financial or otherwise do not otherwise, that would require registration under or cause you to seek to sell the Securities Act (or applicable state securities laws)Shares. Buyers acknowledge and consent You understand that certificates now or hereafter issued no market exists for the Shares and that there can be no assurances that any market will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933exist in the future for the Shares, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that and therefore it may not be possible to liquidate the Shares are being sold to them pursuant to in the exemption from registration contained in Section 4(1) event of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemptionan emergency.

Purchase for Investment. Buyers are Purchaser is financially able to bear the economic risks of acquiring an interest in the Company Leasco and the other transactions contemplated hereby, and have has no need for liquidity in this investment. Buyers have Purchaser has such knowledge and experience in financial and business matters in general, general and with respect to businesses of a nature similar to the business of the Company, Leasco so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are Purchaser is acquiring the Shares solely for their his own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have Purchaser has (i) received all the information they have he has deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, ; (ii) had an opportunity to make such investigation as they have he has desired pertaining to the Company Leasco and the acquisition of an interest therein, therein and to verify the information which is, and has been, made available to them him; and (iii) had the opportunity to ask questions of Seller concerning Leasco. Purchaser acknowledges that Purchaser is an officer and director of Seller and Leasco and, as such, has actual knowledge of the Companybusiness, operations and financial affairs of Leasco. Buyers have Purchaser has received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize Purchaser realizes that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand Purchaser understands that any resale of the Shares by them him must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company Leasco at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge Purchaser acknowledges and consent consents that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand Purchaser understands that the Shares are being sold to them him pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that the Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers Buyer is purchasing the Shares for investment for its own account and not with a view to, or for sale in connection with, any distribution thereof. Buyer does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer or grant participation to such person, or to any third persons, with respect to any of the Shares to be acquired hereunder. Buyer understands that the Shares are financially able not registered under the Securities Act of 1933 or any applicable state securities laws and that any sale, transfer, or other disposition of the Shares must be made only pursuant to bear an effective registration under applicable federal and state securities laws or an available exemption therefrom. Buyer is an “accredited investor” as defined by SEC Rule 501 and an “institutional investor” as defined by Section 35-1-102(I) of the economic risks South Carolina Uniform Securities Act of acquiring an interest in the Company and the other transactions contemplated hereby, and have no need for liquidity in this investment2005. Buyers have such Buyer (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks ofof its investment in the Shares and is capable of bearing the economic risks of such investment. Buyer and its representatives have examined books, records, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are acquiring the Shares solely for their own account and not with a view to documents furnished or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have (i) received all the information they have deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them by the Sellers, the Group Companies, and (iii) had their Subsidiaries, and have been given the opportunity to ask such questions of, and receive answers from, Sellers and the officers of Seller concerning the Company. Buyers have received no public solicitation or advertisement with respect Group Companies and their Subsidiaries as Buyer has determined are relevant to the offer decision to acquire the Shares and invest in the Group Companies and their Subsidiaries. No compensation or consideration to be paid by Buyer to Sellers, the Group Companies, the Subsidiaries, or their respective affiliates, or any other person shall, as among the parties hereto, constitute a commission or other remuneration in connection with procuring the sale or purchase of the Shares or the soliciting of any prospective buyer or seller for such Shares, unless such person is licensed as a broker-dealer. The Shares to be acquired hereunder were not offered to Buyer by, and Buyer is not otherwise aware of, any general advertising or general solicitation in connection with the sale of the Shares. Buyers realize that Shares or the Shares are “restricted securities” as that term business which is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemptionsubject hereof.

Purchase for Investment. Buyers (a) Such Purchaser is acquiring the Securities for its own account, for investment and not with a view to any distribution thereof within the meaning of the Securities Act. (b) Such Purchaser understands that (i) the Securities have not been registered under the Securities Act and are financially able being issued by the Issuer in transactions exempt from the registration requirements of the Securities Act and (ii) the Securities may not be offered or sold except pursuant to bear an effective registration statement under the economic risks Securities Act or pursuant to an applicable exemption from registration under the Securities Act. (c) Such Purchaser further understands that the exemption from registration afforded by Rule 144 (the provisions of acquiring an interest which are known to such Purchaser) promulgated under the Securities Act depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts. (d) Such Purchaser did not, and is not obligated to, pay any broker or finder in connection with the Company and the other transactions contemplated hereby, and have no need for liquidity in this investment. Buyers have Agreement. (e) Such Purchaser is a Qualified Institutional Buyer. (f) Such Purchaser is aware of the Issuer's business affairs and financial condition and has such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks of, of its investment in the Securities and making such Purchaser is capable of bearing the economic risks of such investment for an informed business decision with regard to, indefinite period of time. (g) Such Purchaser understands the acquisition lack of liquidity and restrictions on transfer of the Shares. Buyers are acquiring Securities and that this investment is suitable only for a person or entity of adequate financial means that has no need for liquidity of this investment and that can afford a total loss of its investment. (h) Such Purchaser has had the Shares solely opportunity to make all inquiries of the Issuer and its Subsidiaries and management for their own account and not with a view to or for resale the purpose of evaluating its investment in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act and the risk factors attendant to an investment such as this and is satisfied with the scope and extent of 1933, as amended (its investigations and the “Securities Act”), or an exemption from responses to such registration is available. Buyers have (i) received all the inquiries and requires no additional information they have deemed necessary to make an informed decision. Such Purchaser acknowledges that it is not relying upon any Person other than itself in making its investment decision with respect and is fully accountable therefor, subject to the acquisition accuracy of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company representations and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have received no public solicitation or advertisement with respect to the offer or sale warranties of the Shares. Buyers realize that Issuer contained herein. (i) In the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by case of Chase Securities, Chase Securities may resell the Securities that it is acquiring hereunder to investors affiliated with Caravelle and Exchange Commission under Sankaty Advisors and represents and warrants that such investors have made the Securities Act, the resale of the Shares is restricted by federal other representations in this Section 5.01 to it and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from that such registration is available for their resaletransfers will comply Section 9 hereof. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances The Issuer agrees that, in the opinion for purposes of counsel for the Company at the timeany rights hereunder available solely to an original Purchaser, create an exemption or otherwise do not require registration under the that Chase Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold may assign such rights to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemptionsuch transferees.

Purchase for Investment. Buyers are financially able to bear The Company acknowledges that the economic risks of acquiring an interest in the Company and the other transactions contemplated hereby, and Carlyle Shares have no need for liquidity in this investment. Buyers have such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are acquiring the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and is being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering. SWAV has such knowledge and experience in financial and business matters that the Company is capable of evaluating the merits and risks of the Carlyle Shares issued in connection with this Agreement. SWAV has received certain information concerning Carlyle and has had the opportunity to obtain additional information as desired by Carlyle in order to evaluate the merits and the risks inherent in holding the Carlyle Shares. The Company is able to bear the economic risk and lack of liquidity inherent in holding the Carlyle Shares for an indefinite period of time. The Company is acquiring the Carlyle Shares for investment and not with a view toward or for sale or distribution thereof within the meaning of the Securities Act, or with any present intention of distributing or selling the Carlyle Shares within the meaning of the Securities Act. The Company acknowledges and agrees that after the Closing Date, the Carlyle Shares may be not sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and any applicable state securities laws, except pursuant to an exemption from such registration is available. Buyers have (i) received all the information they have deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that The certificates now or hereafter issued for the representing Carlyle Shares will bear a legend substantially as followswhich states, in all material effect the following: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (OR UNDER THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (OF ANY STATE. THIS RESTRICTED SHARE AGREEMENT AND THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND SECURITIES UNDERLYING THIS RESTRICTED SHARE AGREEMENT MAY NOT BE SOLD, PLEDGED, HYPOTHECATED HYPOTHECATED, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS SUCH SALE, PLEDGE, HYPOTHECATION, TRANSFER, OR OTHER DISPOSITION SHALL HAVE BEEN REGISTERED UNDER SAID ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR UNTIL THE COMPANY SHALL HAVE RECEIVED A LEGAL OPINION SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY, THAT SUCH SECURITIES MAY BE LEGALLY SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM WITHOUT SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemptionCOMPLIANCE.

Purchase for Investment. Buyers Seller understands that the Stock Consideration is being offered and sold under exemptions from registration provided for under U.S. and state securities laws, that they are financially able purchasing an interest in Buyer without being furnished any offering literature other than Buyer's Form 10-K for fiscal 1999 (the "Buyer SEC Reports")(which each Seller hereby represents and warrants that he or she has received and read), that this transaction has not been scrutinized by any administrative agency charged with the administration of the securities laws of any jurisdiction because of the private aspects of the offering, that all documents, records and books, pertaining to this investment, have been made available to the Seller and his representatives, including his attorney, his accountant and/or his purchaser representative, and that the books and records of the Buyer will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. The Stock Consideration is being acquired by Seller in good faith solely for his own personal account, for investment purposes only, and are not being purchased for resale, resyndication, distribution, subdivision or fractionalization thereof; and he understands that as a result he must bear the economic risks of acquiring an interest in the Company and the other transactions contemplated hereby, and have no need for liquidity in this investment. Buyers have such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business risk of the Company, so as to be capable investment for an indefinite period of evaluating time because the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are acquiring the Shares solely for their own account and shares have not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any been registered under applicable securities laws and regulationsand, therefore, cannot be sold unless such distribution or offering is they are subsequently registered under such laws (and the Securities Act of 1933Buyer agrees to use its reasonable best efforts on or before July 15, as amended (2000 to file a registration statement with the “Securities Act”)SEC on the appropriate form, which registration statement will include the Stock Consideration) or unless an exemption from such registration is available. Buyers have (i) received all the information they have deemed necessary Sellers will not be subject to make an informed investment decision with respect to the acquisition any restrictions on resale upon release of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to Stock Consideration from the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission Price Adjustment Agreement transfer restrictions other than those imposed under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers are Buyer is financially able to bear the economic risks of acquiring an interest in the Company Shares and the other transactions contemplated hereby, and have has no need for liquidity in this investmenthis investment in the Shares. Buyers have Buyer has such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of Buzz Kill (after giving effect to the CompanyAssignment), so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the SharesShares and the other transactions contemplated hereby. Buyers are Buyer is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Buyer is acquiring the Shares solely for their his own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have Buyer has (i) received all the information they have he has deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, Shares and the other transactions contemplated hereby; (ii) had an opportunity to make such investigation as they have he has desired pertaining to the Company Buzz Kill and the acquisition of an interest thereintherein and the other transactions contemplated hereby, and to verify the information which is, and has been, made available to them him; and (iii) had the opportunity to ask questions of Seller ESRI concerning Buzz Kill. Buyer acknowledges that he has adequate knowledge of the Companybusiness, operations and financial affairs of Buzz Kill. Buyers have Buyer has received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize Buyer realizes that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand Buyer understands that any resale of the Shares by them him must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company Buzz Kill at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge Buyer acknowledges and consent consents that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand Buyer understands that the Shares are being sold to them him pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller ESRI is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers are financially able to bear (a) Such Purchaser is acquiring the economic risks of acquiring an interest in the Company Series D Preferred Stock and the other transactions contemplated hereby2010 Warrants for its own account, and have no need for liquidity in this investment. Buyers have such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are acquiring the Shares solely for their own account investment purposes only and not with a view to or for resale in connection with any distribution or public offering thereof, thereof within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933Act. (b) Such Purchaser understands that the Series D Preferred Stock and the 2010 Warrants have not been and, except as amended (provided in the “Securities Act”), or an exemption from such registration is available. Buyers have (i) received all the information they have deemed necessary to make an informed investment decision Registration Rights Agreement with respect to the acquisition of the Warrant Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must will not be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption any state or other securities law, that the Series D Preferred Stock and the 2010 Warrants are being issued by the Company in transactions exempt from such the registration is available for their resale. Buyers understand that any resale requirements of the Shares by them Securities Act, that it must be registered hold the Series D Preferred Stock indefinitely and not offer or sell the Series D Preferred Stock or the 2010 Warrants except pursuant to effective registration statements under the Securities Act (and any or pursuant to applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require exemptions from registration under the Securities Act (or and in compliance with applicable state securities laws). Buyers acknowledge and consent . (c) Such Purchaser further understands that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained afforded by Rule 144 (the provisions of which are known to such Purchaser) promulgated under the Securities Act depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts. (d) Such Purchaser did not employ any broker or finder in connection with the transactions contemplated in this Agreement and no fees or commissions are payable to the Purchasers except as otherwise provided for in this Agreement. (e) Such Purchaser is an Accredited Investor. (f) The source of funds to be used by such Purchaser to pay the purchase price of the Series D Preferred Stock and the 2010 Warrants purchased by such Purchaser hereunder does not include assets of any employee benefit plan (other than a plan exempt from the coverage of ERISA) or plan or any other entity the assets of which consist of “plan assets” of employee benefit plans or plans as defined in Department of Labor regulation Section 2510.3-101. As used in this Section 5.1(f), the term “employee benefit plan” shall have the meaning assigned to such term in Section 4(13 of ERISA, and the term “plan” shall have the meaning assigned thereto in Section 4975(e)(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemptionCode.

Purchase for Investment. Buyers are financially able to bear the economic risks of acquiring an interest in the Company and the other transactions contemplated hereby, and have no need for liquidity in this investment. Buyers have such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are Such Exchanging Holder is acquiring the Shares solely Common Units for their such Exchanging Holder’s own account (or if such Exchanging Holder is a trustee, for a trust account) for investment only, and not with a view to or for resale sale in connection with any distribution of all or public offering thereof, within the meaning any part of any applicable securities laws and regulations, unless such distribution or offering is registered under Common Units in violation of the Securities Act of 1933, as amended (the “Securities Act”). Such Exchanging Holder hereby agrees that such Exchanging Holder shall not, directly or indirectly, transfer all or any part of such Common Units (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any part of the Common Units), except in accordance with the registration provisions of the Securities Act of 1933 and the regulations thereunder or an exemption from such registration is availableprovisions, with any applicable state or non-U.S. securities laws, and with the terms of this Agreement. Buyers have (i) received all Such Exchanging Holder understands that such Exchanging Holder must bear the information they have deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition economic risk of an interest thereininvestment in the Common Units for an indefinite period of time because, among other reasons, the offering and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission such Common Units have not been registered under the Securities Act, the resale of the Shares is restricted by federal and state securities laws Act and, accordinglytherefore, the Shares must such Common Units cannot be held indefinitely resold unless their such resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resaleavailable. Buyers understand Such Exchanging Holder also understands that any resale sales or transfers of such Common Units are further restricted by the provisions of the Shares Company’s organizational documents, and may be restricted by them must be other applicable securities laws. If at any time the Common Units are evidenced by certificates or other documents, each such certificate or other document shall contain a legend stating that (i) such Common Units (1) have not been registered under the Securities Act or the securities laws of any state; (and any applicable state securities law2) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter have been issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the a claim of exemption from the registration contained in Section 4(1) provisions of the Securities Act and that Seller is relying upon any state securities law which may be applicable; and (3) may not be sold, transferred or assigned without compliance with the representations made herein as one registration provisions of the bases for claiming Securities Act and the Section 4(1regulations thereunder and any other applicable federal or state securities laws or compliance with applicable exemptions therefrom; (ii) exemptionsale, transfer or assignment of such Common Units is further subject to restrictions contained in the organizational documents of the Company and such Common Units may not be sold, transferred or assigned unless and to the extent permitted by, and in accordance with, the provisions of the organizational documents of the Company; and (iii) the sale, transfer or assignment of such Common Units is subject to any additional restrictions contained in any subsequent agreement executed by such Exchanging Holder.

Purchase for Investment. Buyers are Purchaser is financially able to bear the economic risks of acquiring an interest in the Company Subsidiaries and the other transactions contemplated hereby, and have has no need for liquidity in this investment. Buyers have Purchaser has such knowledge and experience in financial and business matters in general, general and with respect to businesses of a nature similar to the business of the Company, Subsidiaries so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the SharesShares and the Loans. Buyers are Purchaser is acquiring the Shares and the Loans solely for their his own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have Purchaser has (i) received all the information they have he has deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, Shares and the Loans; (ii) had an opportunity to make such investigation as they have he has desired pertaining to the Company Subsidiaries and the acquisition of an interest therein, therein and to verify the information which is, and has been, made available to them him; and (iii) had the opportunity to ask questions of Seller concerning the CompanySubsidiaries. Buyers have Purchaser acknowledges that Purchaser is an officer and director of Seller and the Subsidiaries and, as such, has actual knowledge of the business, operations and financial affairs of the Subsidiaries. Purchaser has received no public solicitation or advertisement with respect to the offer or sale of the SharesShares or the Loans. Buyers realize Purchaser realizes that the Shares and the Loans are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares or the Loans is restricted by federal and state securities laws and, accordingly, the Shares or the Loans must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand Purchaser understands that any resale of the Shares or the Loans by them him must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company Subsidiaries at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge Purchaser acknowledges and consent consents that certificates now or hereafter issued for the Shares or the Loans will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand Purchaser understands that the Shares and the Loans are being sold to them him pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that the Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers Each Investor acknowledges its understanding that the offering and sale of the Equity Commitment Shares are financially able intended to be exempt from registration under the Securities Act and that the Company is relying upon the truth and accuracy of such Investor’s representations and warranties contained herein and such Investor’s compliance with this Agreement in order to determine the availability of such exemptions and the eligibility of Investors to acquire the Equity Commitment Shares in accordance with the terms and provisions of this Agreement. In furtherance thereof, each Investor represents and warrants to the Company that: (i) Such Investor is an institutional “accredited investor” within the meaning of Regulation D promulgated under the Securities Act, and, if there should be any change in such status prior to any Equity Draw, such Investor will promptly inform the Company of such change; and (ii) Such Investor (A) has the financial ability to bear the economic risks risk of acquiring an interest its investment in the Company and the other transactions contemplated herebyEquity Commitment Shares, and have (B) has no need for liquidity in this investment. Buyers have such knowledge and experience in financial and business matters in general, and with respect to businesses its investment therein, (C) has adequate means for providing for its current needs and contingencies, and (D) has such knowledge, experience and skill in evaluating and investing in issues of a nature similar to the equity securities based on actual participation in financial, investment and business of the Companymatters, so as to be such that it is capable of evaluating the merits and risks of, of an investment in the Company and making an informed business decision with regard to, the acquisition suitability of the Equity Commitment Shares. Buyers are acquiring ; and (iii) Without prejudice to any claim of such Investor hereunder for breach of the Company’s representations and warranties: such Investor has been given the opportunity to conduct a due diligence review of the Company concerning the terms and conditions of the offering of the Equity Commitment Shares solely and other matters pertaining to an investment in the Equity Commitment Shares in order for their own account such Investor to evaluate the merits and not with a view to or for resale risks of an investment in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless Equity Commitment Shares; such distribution or offering is registered under the Securities Act of 1933, Investor has received such information as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have (i) received all the information they have deemed it deems necessary in order to make an informed investment decision with respect to the acquisition Equity Commitment Shares; and (iv) Such Investor became aware of this offering of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to Equity Commitment Shares solely by means of direct contact between it and the Company or a representative of the Company, and Equity Commitment Shares were offered to such Investor solely by direct contact between it and the acquisition Company or a representative of an interest therein, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have received no public Such Investor did not become aware of this offering of Equity Commitment Shares, nor were Equity Commitment Shares offered to such Investor, by any other means. Such Investor acknowledges that it was not induced to purchase Equity Commitment Shares through any form of general solicitation or advertisement with respect to the offer general advertising; and (v) None of (A) Investors, (B) any of its directors, executive officers, other officers that may serve as a director or sale officer of any company in which it invests, general partners or managing members, nor (C) any Beneficial Owner of the Shares. Buyers realize that the Shares are “restricted securities” as that term is defined Company’s voting equity securities (in accordance with Rule 144 promulgated by the Securities and Exchange Commission under 506(d) of the Securities Act, the resale ) held by such Investor is subject to any of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (and any applicable state securities lawa “Disqualification Event”), except for Disqualification Events covered by Rule 506(d)(2)(ii) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption (iii) or otherwise do not require registration (d)(3) under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant disclosed reasonably in advance of any Equity Draw in writing in reasonable detail to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemptionCompany.

Purchase for Investment. Buyers are financially able to bear the economic risks of acquiring an interest in the Company and the other transactions contemplated hereby, and have has no need for liquidity in this investment. Buyers have such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are acquiring the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have (i) received all the information they have deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers are Buyer is financially able to bear the economic risks of acquiring an interest in the Company Shares and the other transactions contemplated hereby, and have has no need for liquidity in this investmenttheir investment in the Shares. Buyers have Buyer has such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of Split-Off Subsidiary (after giving effect to the CompanyAssignment), so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the SharesShares and the other transactions contemplated hereby. Buyers are Buyer is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Buyer is acquiring the Shares solely for their his own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have Buyer has (i) received all the information they have he has deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, Shares and the other transactions contemplated hereby; (ii) had an opportunity to make such investigation as they have he has desired pertaining to Split-Off Subsidiary (after giving effect to the Company Assignment) and the acquisition of an interest thereintherein and the other transactions contemplated hereby, and to verify the information which is, and has been, made available to them him; and (iii) had the opportunity to ask questions of Seller concerning Split-Off Subsidiary (after giving effect to the CompanyAssignment). Buyers have Buyer has received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize Buyer realizes that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand Buyer understands that any resale of the Shares by them him must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company Split-Off Subsidiary at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge Buyer acknowledges and consent consents that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand Buyer understands that the Shares are being sold to them him pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers Purchaser are financially able to bear the economic risks of acquiring an interest in the Company and the other transactions contemplated hereby, and have no need for liquidity in this investment. Buyers Purchaser have such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers Purchaser are acquiring the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers Purchaser have (i) received all the information they have deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have Purchaser has received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize Purchaser realizes that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers Purchaser understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge Purchaser acknowledges and consent consents that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(14(2) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers Purchaser understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(14(2) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(14(2) exemption.

Purchase for Investment. Buyers Lxxxxx understands that the shares of Borrower Common Stock and Warrants are financially able being issued to bear Lender pursuant to a nonpublic offering exemption without registration under the economic risks Securities Act and without registration under any state securities or blue-sky acts or laws. The shares of acquiring Borrower Common Stock and Warrants are being and shall be acquired by Lender for its own account, for investment purposes (meaning to hold for an interest indefinite period) and without any intention to distribute or otherwise dispose of the same. Lender shall not sell, hypothecate, assign, transfer or otherwise dispose of any shares of Borrower Common Stock or Warrants in the Company and the other transactions contemplated herebyviolation of any federal or state securities law, and have no need for liquidity in this investment. Buyers have such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to any event not unless (i) the business of shares and/or the Company, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers Warrants are acquiring the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act pursuant to an effective registration statement contemplating the transaction or transactions in which the shares and/or the Warrants are to be disposed or (ii) Borrower shall have received an opinion of 1933counsel, reasonably satisfactory to Borrower, to the effect that the sale or other proposed disposition of shares and/or Warrants may be accomplished without such registration. During the negotiation of the transactions contemplated hereby, Lender and its representatives have been afforded full and free access to the books, records, contracts, documents, and other information concerning Bxxxxxxx and the contemplated transactions and further have been afforded an opportunity to ask such questions of the officers, employees, agents, accountants and representatives of Borrower concerning the business, operations, financial condition, assets, liabilities, prospects and other relevant matters as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have (i) received all the information they have deemed necessary or desirable, and Lender hereby confirms that it or its agents have been given such information as has been requested in order to make an informed investment decision with respect to evaluate the acquisition merits and risks of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to prospective investment contemplated hereby. Lxxxxx understands that there are substantial restrictions on the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have received no public solicitation or advertisement with respect to the offer or sale transferability of the Shares. Buyers realize shares and that the Shares are “restricted securities” as that term is defined certificates or book-entry positions representing the shares purchased hereunder shall bear a restrictive legend in Rule 144 promulgated by substantially the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act following form (and any applicable state securities law) a stop-transfer order may be placed against transfer of such certificates or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: other instruments): THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE [CERTIFICATE] [BOOK-ENTRY POSITION] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “SECURITIES ACT”), OR QUALIFIED ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE “STATE ACTS”)COMPANY RECEIVES AN OPINION OF COUNSEL, HAVE BEEN ACQUIRED FOR INVESTMENT WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE OR APPLICABLE STATE ACTS SECURITIES LAWS OR (3) SOLD PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF RULE 144 UNDER THE SECURITIES ACT. Lender represents and warrants that it (i) is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act, THE EXEMPTIONS AFFORDED BY SECTION 4(1(ii) OF THE SECURITIES ACT AND RULE 144 THEREUNDER)has no need for liquidity in this investment, and (iii) is aware of and able to bear the risks of the investment for an indefinite period of time. AS A PRECONDITION TO ANY SUCH TRANSFERLxxxxx has considered the risk factors disclosed in Borrower’s SEC Reports and acknowledges that an investment in Borrower involves significant risk. Lxxxxx acknowledges receipt of the transaction documents relative to the First Amendment Closing Date Equity Raise, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to which the exemption from registration contained Contributed Deferred Interest was contributed to the Borrower in Section 4(1) of exchange for Borrower Equity Interests in accordance with the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemptionterms thereof.

Purchase for Investment. Buyers (a) Such Purchaser is acquiring the Securities for its own account, for investment and not with a view to any distribution thereof within the meaning of the Securities Act. (b) Such Purchaser understands that (i) the Securities have not been registered under the Securities Act and are financially able being issued by the Issuer in transactions exempt from the registration requirements of the Securities Act and applicable state securities laws and (ii) the Securities may not be offered or sold except pursuant to bear an effective registration statement under the economic risks Securities Act and applicable state securities laws or pursuant to an applicable exemption from registration under the Securities Act and applicable state securities laws. (c) Such Purchaser further understands that the exemption from registration afforded by Rule 144 (the provisions of acquiring an interest which are known to such Purchaser) promulgated under the Securities Act depends on the satisfaction of various conditions and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts. (d) Such Purchaser did not, and is not obligated to, pay any broker or finder in connection with the Company and the other transactions contemplated hereby, by this Agreement. (e) Such Purchaser is a Qualified Institutional Buyer. (f) Such Purchaser is aware of the Issuer's and have no need for liquidity in this investment. Buyers have its Subsidiaries' business affairs and financial condition and has such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks of, of its investment in the Securities and making such Purchaser is capable of bearing the economic risks of such investment for an informed business decision with regard to, indefinite period of time. (g) Such Purchaser understands the acquisition lack of liquidity and restrictions on transfer of the SharesSecurities and that this investment is suitable only for a person or entity of adequate financial means that has no need for liquidity of this investment and that can afford a total loss of its investment. Buyers are acquiring the Shares solely Such Purchaser understands that no public market now exists for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act and that there is no assurance that a public market will ever exist for the Securities. (h) Such Purchaser has had the opportunity to make all inquiries of 1933, the Issuer and its Subsidiaries and management for the purpose of evaluating its investment in the Securities and the risk factors attendant to an investment such as amended (this and is satisfied with the “Securities Act”), or an exemption from scope and extent of its investigations and the responses to such registration is available. Buyers have (i) received all the inquiries and requires no additional information they have deemed necessary to make an informed decision. Such Purchaser acknowledges that it is not relying upon any Person other than itself in making its investment decision with respect and is fully accountable therefor, subject to the acquisition accuracy of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company representations and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have received no public solicitation or advertisement with respect to the offer or sale warranties of the Shares. Buyers realize that the Shares are “restricted securities” Issuer contained herein. (i) Such Purchaser is not purchasing Securities as that term is defined a result of or subsequent to any advertisement, article, notice or other communication published in Rule 144 promulgated any newspaper, magazine or similar media or broadcast over television or radio, any seminar or meeting, or any solicitation by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state a person not previously known to such Purchaser in connection with investments in securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemptiongenerally.

Purchase for Investment. Buyers Each Investor acknowledges that the offering and sale of the Purchased Securities have not been registered under the Securities Act or under any state securities laws. Each Investor understands that the Purchased Securities are financially able “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to bear these laws, each Investor must hold the economic risks Purchased Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Each Investor (16) is acquiring the Purchased Securities pursuant to an exemption from registration under the Securities Act solely for investment with no present intention to distribute them to any person in violation of the Securities Act or any applicable U.S. state securities laws, (17) is acquiring an interest in the Company and the other transactions contemplated herebyPurchased Securities for investment for its own account, not as a nominee or agent, and have no need for liquidity not with a view to resale or distribute any part thereof; provided, however, that such representation is made without prejudice to such Investor’s right to sell or otherwise dispose of all or any portion of the Purchased Securities in this investment. Buyers have compliance with the registration requirements or exemption provisions of the Securities Act and any applicable U.S. state securities laws, (18) will not sell or otherwise dispose of any of the Purchased Securities, except in compliance with the registration requirements or exemption provisions of the Securities Act and any applicable U.S. state securities laws, (19) has such knowledge and experience in financial and business matters and in general, and with respect to businesses investments of a nature similar to the business of the Company, so as to be this type that it is capable of evaluating the merits and risks of, of the Purchase and of making an informed business decision with regard to, the acquisition of the Shares. Buyers are acquiring the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have (i) received all the information they have deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which isdecision, and has beenconducted a review of the business and affairs of the Company that it considers sufficient and reasonable for purposes of making the Purchase, made available to them and (iii20) has had the opportunity to ask questions of Seller concerning and receive answers from the Company. Buyers have received no public solicitation authorized representatives or advertisement with respect to the offer or sale agents of the Shares. Buyers realize Company and the terms and conditions of this investment, and that the Shares are any such questions have been answered to such Investor’s full satisfaction, and (21) is an “restricted securitiesaccredited investor” (as that term is defined in by Rule 144 promulgated by the Securities and Exchange Commission 501 under the Securities Act, ). Each Investor acknowledges that the resale of Company has no obligation to register or qualify the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Purchased Securities Act or an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, except as set forth in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemptionRegistration Rights Amendment.

Purchase for Investment. Buyers are Buyer is financially able to bear the economic risks of acquiring an interest in the Company MCI and the other transactions contemplated hereby, and have has no need for liquidity in this investment. Buyers have Buyer has such knowledge and experience in financial and business matters in general, general and with respect to businesses of a nature similar to the business of the Company, MCI so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are Buyer is acquiring the Shares solely for their his own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have Buyer has (i) received all the information they have he has deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, ; (ii) had an opportunity to make such investigation as they have he has desired pertaining to the Company MCI and the acquisition of an interest therein, therein and to verify the information which is, and has been, made available to them him; and (iii) had the opportunity to ask questions of Seller concerning MCI. Buyer acknowledges that Buyer is an officer and director of Seller and MCI and, as such, has actual knowledge of the Companybusiness, operations and financial affairs of MCI. Buyers have Buyer has received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize Buyer realizes that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand Buyer understands that any resale of the Shares by them him must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company MCI at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge Buyer acknowledges and consent consents that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand Buyer understands that the Shares are being sold to them him pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that the Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers are financially able (a) The Seller is acquiring the Buyer Shares for its own account and not with a view to bear the economic risks distribution or resale thereof or any interest therein in violation of acquiring the Securities Act of 1933 (the "Securities Act") or any applicable state securities laws. The Seller understands that (i) the offer and sale of the Shares has not been registered under the Securities Act or any such laws, (ii) the Shares may not be resold, pledged, or otherwise transferred (a "Transfer") in whole or in part, in a transaction governed by the Securities Act or under the jurisdiction of the Securities Exchange Commission, unless so registered or pursuant to an interest in the Company and the other transactions contemplated herebyexemption from registration, and have no need (iii) the certificates representing the Shares shall bear a legend to such effect. (b) In addition, the Seller shall not directly or indirectly, offer, sell, offer to sell, contract to sell, pledge, grant any option to purchase or otherwise sell or dispose of (or announce any offer, sale, offer of sale, contract of sale, pledge, grant of any option to purchase or other sale or disposition) or otherwise transfer the Buyer Shares, in whole or in part, or any interest therein, for liquidity in this investment. Buyers have a period of one year following the Closing. (c) The Seller has such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be that it is capable of evaluating the merits and risks of, of an investment in the Shares and making an informed business investment decision with regard torespect thereto. The Seller has had the opportunity to ask questions of, and receive answers from, the acquisition Buyer regarding the Buyer's financial condition, results of the Shares. Buyers are acquiring the Shares solely for their own account operations, business, property, management and not with a view prospects sufficient to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have (i) received all the information they have deemed necessary enable it to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers are financially able to bear the economic risks of (a) Such Purchaser is acquiring an interest in the Company and the other transactions contemplated herebyNotes for its own account, and have no need for liquidity in this investment. Buyers have such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are acquiring the Shares solely for their own account investment and not with a view to or for resale in connection with any distribution or public offering thereof, thereof within the meaning of any applicable securities laws and regulations, unless such distribution or offering is the Securities Act. (b) Such Purchaser understands that the Notes have not been registered under the Securities Act and the Notes are being issued by the Company in a transaction exempt from the registration requirements of 1933, as amended the Securities Act and the Notes may not be offered or sold except pursuant to effective registration statements under the Securities Act or pursuant to applicable exemptions from registration under the Securities Act and in compliance with applicable State laws. (c) Such Purchaser further understands that the exemption from registration afforded by Rule 144 (the “Securities Act”), or an exemption from such registration is available. Buyers have (i) received all the information they have deemed necessary to make an informed investment decision with respect provisions of which are known to the acquisition Purchaser) promulgated under the Securities Act depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the Shares, basis for sales only in limited amounts. (iid) had an opportunity to make such investigation as they have desired pertaining Such Purchaser did not employ any broker or finder in connection with the transactions contemplated in this Agreement and no fees or commissions are payable to the Company and Purchaser except as otherwise provided for in this Agreement. (e) Such Purchaser is an Accredited Investor. Such Purchaser is financially able to hold the acquisition of an interest therein, Notes for long term investment and to verify suffer a complete loss of its investment in the information which is, and Notes. Such Purchaser has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have received no public solicitation or advertisement with respect Company and its officers and employees and to receive to its satisfaction such information about the offer or sale business and financial condition of the SharesCompany as it considers necessary or appropriate for deciding whether to purchase the Notes, and the Purchaser is fully capable of understanding and evaluating the risks associated with the ownership of the Notes. (f) Such Purchaser has or will on the Closing Date have funds sufficient to purchase the Notes to be purchased by it hereunder. Buyers realize that The source of funds to be used by such Purchaser to pay the Shares are purchase price of the Notes purchased by such Purchaser hereunder does not include assets of any employee benefit plan (other than a plan exempt from the coverage of ERISA) or plan or any other entity the assets of which consist of “restricted securitiesplan assets” of employee benefit plans or plans as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities ActDepartment of Labor regulation Section 2510.3-101. As used in this Section 5.1(f), the resale of term “employee benefit plan” shall have the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from meaning assigned to such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained term in Section 4(13 of ERISA, and the term “plan” shall have the meaning assigned thereto in Section 4975(e)(1) of the Securities Act Code. (g) Such Purchaser is a corporation duly organized and that Seller is relying upon validly existing under the representations made herein as one laws of the bases for claiming state of its incorporation and has the Section 4(1) exemptionpower and authority to deliver and perform the transactions contemplated by this Agreement.

Purchase for Investment. Buyers are financially able to bear the economic risks of acquiring an interest in the Company and the other transactions contemplated hereby, and have no need for liquidity in this investment. Buyers have such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are (a) Such Subsequent Purchaser is acquiring the Shares solely Notes for their its own account account, for investment purposes only and not with a view to or for resale in connection with any distribution or public offering thereof, thereof within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, Act. (b) Such Subsequent Purchaser has received such information as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have (i) received all the information they have deemed it deems necessary in order to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, Notes and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning and receive answers from the Company. Buyers have received no public solicitation Company and its Subsidiaries and their respective officers and directors and to obtain such additional information which the Company or advertisement with respect its Subsidiaries possess or could acquire without unreasonable effort or expense as such Purchaser deems necessary to verify the offer or sale accuracy of the Shares. Buyers realize information furnished to such Purchaser and has asked such questions, received such answers and obtained such information as it deems necessary to verify the accuracy of the information furnished to such Purchaser. (c) Such Subsequent Purchaser is an Accredited Investor. (d) Such Subsequent Purchaser understands that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws Notes have not been and, accordinglyexcept as provided in the Exchange and Registration Rights Agreement, the Shares must will not be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state or other securities law) or be effected in circumstances that, in that the opinion of counsel for Notes are being issued by the Company at in transactions exempt from the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) requirements of the Securities Act and that Seller is relying upon the representations made herein as one Notes may be resold only if registered pursuant to the provisions of the bases Securities Act or if an exemption from registration under the Securities Act is available. (e) Such Purchaser further understands that the exemption from registration afforded by Rule 144 depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for claiming sales only in limited amounts. (f) Except as otherwise disclosed, such Subsequent Purchaser did not employ any broker or finder in connection with the transactions contemplated in this Agreement and no fees or commissions are payable to the Subsequent Purchasers except as otherwise provided for in this Agreement. (g) The source of funds to be used by such Subsequent Purchaser to pay the portion of the Purchase Price paid by such Subsequent Purchaser does not include assets of any employee benefit plan (other than a plan exempt from the coverage of ERISA) or plan or any other entity the assets of which consist of “plan assets” of employee benefit plans or plans as defined in Department of Labor regulation Section 4(12510.3-101. As used in this Section 5.1(g), the term “employee benefit plan” shall have the meaning assigned to such term in Section 3 of ERISA, and the term “plan” shall have the meaning assigned thereto in Section 4975(e)(1) exemptionof the Code.

Purchase for Investment. Buyers Buyer are financially able to bear the economic risks of acquiring an interest in the Company and the other transactions contemplated hereby, and have no need for liquidity in this investment. Buyers Buyer have such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers Buyer are acquiring the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers Buyer have (i) received all the information they have deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have Buyer has received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize Buyer realizes that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers Buyer understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge Buyer acknowledges and consent consents that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(14(2) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers Buyer understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(14(2) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(14(2) exemption.

Purchase for Investment. Buyers are Brand is financially able to bear the economic risks of acquiring an interest in the Company SD and the other transactions contemplated hereby, and have has no need for liquidity in this investment. Buyers have Brand has such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the CompanySD, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are Brand is acquiring the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have Brand has (i) received all the information they have deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company SD and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the CompanySD. Buyers have Brand has received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize Brand realizes that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand Brand understands that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company SD at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge Brand acknowledges and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand Brand understands that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of under the Securities Act and that Seller Company is relying upon the representations made herein as one of the bases for claiming the Section 4(1) availability of such exemption.

Purchase for Investment. Buyers The Standby Purchaser is purchasing the Allocated Shares for its own account for investment, and not with a view to, or for resale in connection with, the distribution thereof, and has no present intention of distributing or reselling any thereof. In making the foregoing representations, the Standby Purchaser is aware that it must bear, and represents that such Investor is able to bear, the economic risk of such investment for an indefinite period of time. The Standby Purchaser acknowledges its understanding that the offering and sale of the Allocated Shares are financially able intended to be exempt from registration under the Securities Act and that the Company is relying upon the truth and accuracy of the representations and warranties of the Standby Purchaser contained herein and its compliance with this Agreement in order to determine the availability of such exemptions and the eligibility of the Standby Purchaser (or its Affiliated designee) to acquire the Allocated Shares in accordance with the terms and provisions of this Agreement. In furtherance thereof, the Standby Purchaser represents and warrants to the Company that: (a) it is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act, and, if there should be any change in such status prior to the Standby Closing Date, such Investor will promptly inform the Company of such change; (b) it (A) has the financial ability to bear the economic risks risk of acquiring an interest its investment in the Company and the other transactions contemplated herebyAllocated Shares, and have (B) has no need for liquidity in this investment. Buyers have such knowledge and experience in financial and business matters in general, and with respect to businesses its investment therein, (C) has adequate means for providing for its current needs and contingencies, and (D) has such knowledge, experience and skill in evaluating and investing in issues of a nature similar to the equity securities based on actual participation in financial, investment and business of the Companymatters, so as to be such that it is capable of evaluating the merits and risks of, of an investment in the Company and making an informed business decision with regard to, the acquisition suitability of the Allocated Shares. Buyers are acquiring ; (c) without prejudice to any claim of the Shares solely Standby Purchaser hereunder for their own account breach of the Company’s representations and not with a view to warranties or for resale fraud, it has been given the opportunity to conduct a due diligence review of the Company concerning the terms and conditions of the offering of the Allocated Shares and other matters pertaining to an investment in connection with any distribution or public offering thereof, within the meaning Allocated Shares in order for the Standby Purchaser to evaluate the merits and risks of any applicable securities laws and regulations, unless an investment in the Allocated Shares; the Standby Purchaser has received such distribution or offering is registered under the Securities Act of 1933, information as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have (i) received all the information they have deemed it deems necessary in order to make an informed investment decision with respect to the acquisition Allocated Shares; (d) the Standby Purchaser became aware of this offering of the Allocated Shares solely by means of direct contact between it and the Company or a representative of the Company, and the Allocated Shares were offered to the Standby Purchaser solely by direct contact between it and the Company or a representative of the Company. The Standby Purchaser did not become aware of the Standby Offering of Allocated Shares, nor were the Allocated Shares offered to it, by any other means. The Standby Purchaser acknowledges that it was not induced to purchase the Allocated Shares through any form of general solicitation or general advertising; (e) the Standby Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by OFAC or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) had an opportunity to make such investigation a Designated National as they have desired pertaining to defined in the Company and the acquisition of an interest thereinCuban Assets Control Regulations, and to verify the information which is31 C.F.R. Part 515, and has been, made available to them and or (iii) had a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such Investor agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that such Investor is permitted to do so under applicable law; and (f) neither (A) the opportunity to ask questions Standby Purchaser, (B) any of Seller concerning its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members, nor (C) any beneficial owner of the Company. Buyers have received no public solicitation or advertisement ’s voting equity securities (in accordance with respect to the offer or sale Rule 506(d) of the Shares. Buyers realize that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale ) held by such Investor is subject to any of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (and any applicable state securities lawa “Disqualification Event”), except for Disqualification Events covered by Rule 506(d)(2)(ii) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption (iii) or otherwise do not require registration (d)(3) under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for disclosed reasonably in advance of the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant Standby Closing Date in writing in reasonable detail to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemptionCompany.

Purchase for Investment. Buyers are financially (a) The Purchaser is an "accredited investor" within the meaning of Rule 501 under the Securities Act and was not organized for the specific purpose of acquiring the Convertible Notes; (b) The Purchaser has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company's stage of development and other relevant factors so as to be able to bear evaluate the economic risks and merits of acquiring an interest its investment in the Company and it is able financially to bear the other transactions contemplated hereby, and have no need for liquidity in this investment. Buyers have such knowledge and experience in financial and business matters in general, and with respect risks thereof; (c) The Purchaser has had an opportunity to businesses of a nature similar to discuss the business terms of the Company, so as to be capable of evaluating the merits offering and risks of, and making an informed business decision with regard to, the acquisition sale of the Shares. Buyers Convertible Notes and the Company's business, management and financial affairs with the Company's management and to obtain any additional information regarding the foregoing which the Company possesses or can acquire without unreasonable effort or expense; (d) The Convertible Notes are acquiring being acquired for the Shares solely for their Purchaser's own account and not with a view to to, or for resale in connection with the intention of, any distribution in violation of the Securities Act or public offering thereof, within the meaning of any applicable state securities laws laws; (e) The Purchaser understands that (i) neither the Convertible Notes nor the Note Shares have been registered under the Securities Act by reason of the issuance of the Convertible Notes in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 505 or 506 promulgated under the Securities Act, (ii) the Convertible Notes and regulations, the Note Shares must be held indefinitely unless such distribution or offering a subsequent disposition thereof is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption is exempt from such registration is available. Buyers have (i) received all the information they have deemed necessary to make an informed investment decision with respect to the acquisition of the Sharesregistration, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning Convertible Notes and the Company. Buyers have received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Note Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED to such effect and (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1iv) OF THE SECURITIES ACT AND RULE 144 THEREUNDER)the Company will make a notation on its transfer books to such effect. AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant Subject to the exemption from registration contained in Section 4(1) foregoing and to the terms of the Securities Act and that Seller is relying upon Shareholders Agreement, the representations made herein Purchaser may at any time after the Closing, or from time to time thereafter, distribute any or all of its Convertible Notes or the Note Shares to a Permitted Transferee (as one of defined in the bases for claiming the Section 4(1) exemptionShareholders Agreement).

Purchase for Investment. Buyers are Buyer is financially able to bear the economic risks of acquiring an interest in the Company AWS and the other transactions contemplated hereby, and have has no need for liquidity in this investment. Buyers have Buyer has such knowledge and experience in financial and business matters in general, general and with respect to businesses of a nature similar to the business of the Company, AWS so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are Buyer is acquiring the Shares solely for their his own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “"Securities Act”"), or an exemption from such registration is available. Buyers have Buyer has (i) received all the information they have he has deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, ; (ii) had an opportunity to make such investigation as they have he has desired pertaining to the Company AWS and the acquisition of an interest therein, therein and to verify the information which is, and has been, made available to them him; and (iii) had the opportunity to ask questions of Seller concerning AWS. Buyer acknowledges that Buyer is an officer and director of Seller and AWS and, as such, has actual knowledge of the Companybusiness, operations and financial affairs of AWS. Buyers have Buyer has received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize Buyer realizes that the Shares are “"restricted securities” " as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand Buyer understands that any resale of the Shares by them him must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company AWS at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge Buyer acknowledges and consent consents that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “"STATE ACTS”"), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand Buyer understands that the Shares are being sold to them him pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that the Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers are Buyer is financially able to bear the economic risks of acquiring an interest in the Company Subsidiary, and the other transactions contemplated hereby, and have has no need for liquidity in this investment. Buyers have Buyer has such knowledge and experience in financial and business matters in general, general and with respect to businesses of a nature similar to the business of the Company, Subsidiary so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Subsidiary Shares. Buyers are Buyer is acquiring the Subsidiary Shares solely for their his own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “"Securities Act”"), or, to the extent applicable, comparable Peruvian law, or an exemption from such registration is available. Buyers have Buyer has (i) received all the information they have he has deemed necessary to make an informed investment decision with respect to the acquisition of the Subsidiary Shares, ; (ii) had an opportunity to make such investigation as they have he has desired pertaining to the Company Subsidiary and the acquisition of an interest therein, therein and to verify the information which is, and has been, made available to them him; and (iii) had the opportunity to ask questions of Seller concerning the CompanySubsidiary. Buyers have Buyer acknowledges that Buyer is an officer and director of Seller and the Subsidiary and, as such, has actual knowledge of the business, operations and financial affairs of the Subsidiary. Buyer has received no public solicitation or advertisement with respect to the offer or sale of the Subsidiary Shares. Buyers realize Buyer realizes that the Subsidiary Shares are “"restricted securities” " as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Subsidiary Shares is restricted by federal and state securities laws and, accordingly, the Subsidiary Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act Act, or to the extent applicable, comparable Peruvian law, or an exemption from such registration is available for their resale. Buyers understand Buyer understands that any resale of the Subsidiary Shares by them him must be registered under the Securities Act (and any applicable state securities law) ), and, to the extent applicable, comparable Peruvian law, or be effected in circumstances that, in the opinion of counsel for the Company Subsidiary at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws)) and, to the extent applicable, comparable Peruvian law. Buyers acknowledge Buyer acknowledges and consent consents that certificates now or hereafter issued for the Subsidiary Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR COMPARABLE PERUVIAN LAW, OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “"STATE ACTS”"), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT ACT, AND, IF APPLICABLE, COMPARABLE PERUVIAN LAW, AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand Buyer understands that the Subsidiary Shares are being sold to them him pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that the Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers are financially able (a) Such Member will acquire the GERS Shares issued by GERS to bear such Member pursuant to this Agreement (the economic risks "Issued Shares") for investment and not with a view to distributing all or any part thereof in any transaction which would constitute a "distribution" within the meaning of acquiring an interest in the Securities Act. Such Member acknowledges that (i) none of the Issued Shares have been registered under the Securities Act or any applicable state securities laws, (ii) the Issued Shares issued by the Company to such Member pursuant to this Agreement can only be sold or otherwise transferred pursuant to registration under the Securities Act and applicable state securities laws or an exemption therefrom (in which case such Member shall first provide the Company an opinion of counsel, which counsel and the form and substance of the opinion, must be reasonably satisfactory the Company to the effect that such exemption is available and (iii) the Company is under no obligation to file a registration statement with the SEC or any other transactions contemplated hereby, and have no need for liquidity in this investment. Buyers have Governmental Authority with respect to the Issued Shares. (b) Such Member (a) has such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be that he or she is capable of evaluating the merits and risks of his or her investment in the Issued Shares, (b) is able to bear the complete loss of his or her investment in the Issued Shares, (c) has had the opportunity to ask questions of, and making an informed business decision with regard toreceive answers from, GERS and its management concerning the acquisition terms and conditions of the transfer of the Issued Shares. Buyers are acquiring the Shares solely for their own account , respectively, to such Member pursuant to this Agreement and not with a view to or for resale in connection with any distribution or public offering thereofobtain additional information, and (d) is an "accredited investor" within the meaning of any applicable Rule 501 of the regulations promulgated under the Securities Act. (c) Such Member agrees that the certificates, if any, for the Issued Shares bear a legend in substantially the following form: “The securities laws and regulations, unless such distribution or offering is represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), 1933 or an exemption from such registration is available. Buyers have (i) received all the information they have deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to the Company and the acquisition of an interest thereinany state securities commission, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions may not be transferred or disposed of Seller concerning the Company. Buyers have received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under holder hereof in the Securities Act, the resale absence of the Shares a registration statement which is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered effective under the Securities Act of 1933 and applicable state laws, or unless an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) with respect to such transfer or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACTdisposition.”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers are financially able to bear the economic risks of acquiring an interest in the Company and the other transactions contemplated hereby, and have no need for liquidity in this investment. Buyers have such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are (a) FHGP Shareholder is acquiring the Shares solely Merger Consideration for their FHGP Shareholder's own account (or if FHGP Shareholder is a trustee, for a trust account) for investment only, and not with a view to or for resale sale in connection with any distribution of all or public offering thereofany part of such Merger Consideration. (b) FHGP Shareholder hereby agrees that FHGP Shareholder shall not, within directly or indirectly, transfer all or any part of the meaning Merger Consideration (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any applicable securities laws and regulations, unless such distribution or offering is registered under part of the Merger Consideration) except in accordance with (i) the registration provisions of the Securities Act of 1933, as amended (and the “Securities Act”), regulations thereunder or an exemption from such registration is available. Buyers have provisions; (ii) any applicable state or non-U.S. securities laws; (iii) the terms of this Agreement; and (iv) the FMP Organizational Documents. (c) FHGP Shareholder understands that (i) received all FHGP Shareholder must bear the information they have deemed necessary to make economic risk of an informed investment decision with respect to in the acquisition Merger Consideration for an indefinite period of time because, among other reasons, the transfer of the Shares, (ii) had an opportunity to make such investigation as they Merger Consideration have desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission not been registered under the Securities ActAct and, therefore, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must Merger Consideration cannot be held indefinitely sold unless their such resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand that any resale available; and (ii) sales or transfers of the Shares Merger Consideration are further restricted by them must the provisions of the FMP Organizational Documents, as applicable, and may be restricted by other applicable securities laws. If at any time the Merger Consideration are evidenced by certificates or other documents, each such certificate or other document shall contain a legend stating that (x) the Merger Consideration (1) has not been registered under the Securities Act or the securities laws of any state; (and any applicable state securities law2) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter has been issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the a claim of exemption from the registration contained in Section 4(1) provisions of the Securities Act and that Seller is relying upon any state securities law which may be applicable; and (3) may not be sold, transferred or assigned without compliance with the representations made herein as one registration provisions of the bases for claiming Securities Act and the Section 4(1regulations thereunder and any other applicable Federal or state securities laws or compliance with applicable exemptions therefrom; and (y) exemptionsale, transfer or assignment of such Merger Consideration is further subject to restrictions contained in the LP Agreement and such Merger Consideration may not be sold, transferred or assigned unless and to the extent permitted by, and in accordance with, the provisions of the FMP Organizational Documents.

Purchase for Investment. Buyers are financially able to bear the economic risks of acquiring an interest in the Company and the other transactions contemplated hereby, and have no need for liquidity in this investment. Buyers have such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are acquiring the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have (i) received all The Management Investor represents and warrants that: (A) the information they Purchased Shares and Restricted Shares will be acquired for the Management Investor’s own account for investment, without any present intention of selling or further distributing the same, and the Management Investor will not have deemed necessary any reason to make an informed investment decision with respect anticipate any change in the Management Investor’s circumstances or any other particular occasion or event which would cause the Management Investor to sell any of such Common Stock; and (B) the Management Investor is fully aware that in agreeing to sell, issue and/or grant such Common Stock to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to Management Investor the Company will be relying upon the truth and the acquisition accuracy of an interest therein, these representations and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Companywarranties. Buyers have received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize The Management Investor agrees that the Management Investor will not Transfer any Purchased Shares are “restricted securities” as that term is defined or Restricted Shares prior to an IPO, except to a Related Transferee in Rule 144 promulgated by accordance with the terms of this Agreement. Any such Transfer must be in compliance with the Act, the rules and regulations of the Securities and Exchange Commission under the Securities Actthereunder, the resale of the Shares is restricted by federal and relevant state securities laws andapplicable to the Management Investor’s action and the terms of this Agreement. (ii) The Management Investor acknowledges that no trading market for the Common Stock exists currently or is expected to exist at any time in the foreseeable future (if at all) and that, accordinglyas a result, the Management Investor may be unable to sell any of the Common Stock acquired hereunder for an indefinite period. Further, the Company has no obligation to register any of the Common Stock (including any of the Purchased Shares must be held indefinitely unless their or Restricted Shares) for sale or resale is subsequently registered under the Securities Act or any other applicable law (including any “blue sky” law). (iii) The Management Investor acknowledges and agrees that nothing herein, including the provisions of Section 1 of this Agreement or the opportunity to make an exemption from such registration is available for their resale. Buyers understand that investment in the Company, shall be deemed to create any resale implication concerning the adequacy of the Shares Management Investor’s services to the Company or any of its affiliates or shall be construed as an agreement by them must be registered under the Securities Act Company or any of its affiliates, express or implied, to (and A) employ the Management Investor or contract for the Management Investor’s services, (B) restrict the right of the Company to discharge the Management Investor or cease contracting for the Management Investor’s services or (C) modify, extend or otherwise affect in any applicable state securities law) manner whatsoever the terms of any employment agreement or be effected in circumstances that, contract for services which may exist (on the date hereof or in the opinion future) between the Management Investor or any of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemptionits affiliates.

Purchase for Investment. Buyers are financially able to bear the economic risks of acquiring an interest in the Company and the other transactions contemplated hereby, and have no need for liquidity in this investment. Buyers have such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are acquiring the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “"Securities Act”"), or an exemption from such registration is available. Buyers have (i) received all the information they have deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining pertaining, to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to them and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyers have received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize that the Shares are “"restricted securities” " as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand that any resale of the Shares by them must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for the Shares will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “"STATE ACTS”"), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND AND,RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers are B.E. Global is financially able to bear the economic risks of acquiring an interest in the Company Interests and the other transactions contemplated hereby, hereby and have has no need for liquidity in this investmentits investment in the Interests. Buyers have B.E. Global has such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the CompanyMomSpot, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the SharesInterests and the other transactions contemplated hereby. Buyers are B.E. Global is acquiring the Shares Interests solely for their its own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have B.E. Global has (i) received all the information they have it has deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, Interests and the other transactions contemplated hereby; (ii) had an opportunity to make such investigation as they have he has desired pertaining to the Company MomSpot and the acquisition of an interest thereintherein and the other transactions contemplated hereby, and to verify the information which is, and has been, made available to them him or her; and (iii) had the opportunity to ask questions of Seller concerning the CompanyMomSpot. Buyers have B.E. Global has received no public solicitation or advertisement with respect to the offer or sale of the SharesInterests. Buyers realize B.E. Global realizes that the Shares Interests are “restricted securities” as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, the resale of the Shares Interests is restricted by federal and state securities laws and, accordingly, the Shares Interests must be held indefinitely unless their resale is subsequently registered under the Securities Act or an exemption from such registration is available for their resale. Buyers understand B.E. Global understands that any resale of the Shares Interests by them him must be registered under the Securities Act (and any applicable state securities law) or be effected in circumstances that, in the opinion of counsel for the Company MomSpot at the time, create an exemption or otherwise do not require registration under the Securities Act (or applicable state securities laws). Buyers acknowledge B.E. Global acknowledges and consent consents that certificates now or hereafter issued for the Shares Interests will bear a legend substantially as follows: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemption.

Purchase for Investment. Buyers are financially able to bear (a) Purchaser is acquiring the economic risks of acquiring an interest in the Company Shares and the other transactions contemplated herebyWarrants (and the Warrant Shares) for his own account and not with a view to the public resale or distribution of all or any part thereof in any transaction which would constitute a "distribution" within the meaning of the Securities Act. Purchaser acknowledges that he does not currently intend to assign its rights under this Agreement to any third party prior to the Closing. (b) Purchaser acknowledges that the Shares and the Warrants (and the Warrant Shares) have not been registered under the Securities Act. (c) Purchaser is an "accredited investor" within the meaning of Rule 501 under Regulation D promulgated under the Securities Act, and have no need for liquidity is experienced in this investment. Buyers have evaluating investments in companies such as the Company, has such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks ofof his investment and has the ability to bear the entire economic risk of his investment. Purchaser has made his own evaluation of his investment in the Common Stock, based upon such information as is available to him and without reliance upon the Company or any other person or entity, and making an informed business decision with regard to, the acquisition of the Shares. Buyers are acquiring the Shares solely for their own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyers have (i) received all the information they have deemed necessary to make an informed investment decision with respect to the acquisition of the Shares, (ii) had an opportunity to make such investigation as they have desired pertaining to Purchaser agrees that neither the Company and the acquisition of an interest therein, and nor any other person or entity has any obligation to verify the furnish any additional information which is, and has been, made available to them and Purchaser except as expressly set forth herein. (iiid) had the opportunity to ask questions of Seller concerning the Company. Buyers have received no public solicitation or advertisement with respect to the offer or sale of the Shares. Buyers realize Purchaser acknowledges that the Shares are “restricted securities” as that term is defined in Rule 144 promulgated by and the Securities Warrants (and Exchange Commission under the Securities ActWarrant Shares) may not be sold, the resale transferred, pledged, hypothecated, or otherwise disposed of the Shares is restricted by federal and state securities laws and, accordingly, the Shares must be held indefinitely unless their resale is subsequently registered without registration under the Securities Act or an exemption from such therefrom, and that in the absence of an effective registration is available for their resale. Buyers understand that any resale of statement covering the Shares by them must be registered under the Securities Act (and any applicable state securities law) Warrants or be effected in circumstances thatthe Warrant Shares, in the opinion of counsel for the Company at the timeas applicable, create or an available exemption or otherwise do not require from registration under the Securities Act (or applicable state securities laws). Buyers acknowledge and consent that certificates now or hereafter issued for Act, the Shares will and the Warrants (and the Warrant Shares) must be held indefinitely. (e) Purchaser agrees that the Shares and the Warrants (and the Warrant Shares) shall bear a legend legends in substantially as followsthe following form: "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED TRANSFERRED, EXCEPT PURSUANT TO A (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION ACT, OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1. ANY SALE PURSUANT TO CLAUSE (ii) OF THE SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE SECURITIES SHALL PRECEDING SENTENCE MUST BE FURNISHED WITH ACCOMPANIED BY AN OPINION OF COUNSEL OPINING AS REASONABLY SATISFACTORY TO THE AVAILABILITY OF EXEMPTIONS COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS. Buyers understand that the Shares are being sold to them pursuant to the exemption from registration contained in Section 4(1) of the Securities Act and that Seller is relying upon the representations made herein as one of the bases for claiming the Section 4(1) exemptionSALE."