Common use of Purchaser Representations and Warranties Clause in Contracts

Purchaser Representations and Warranties. Each Purchaser solely as to itself, severally but not jointly, represents and warrants to the Company, Seller and FPAC that, as it itself: a. Such Purchaser (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring its Purchased Shares and its Acquired Shares only for its own account and not for the account of others, or if such Purchaser is purchasing such Purchased Shares and such Acquired Shares as a fiduciary or agent for one or more investor accounts, such Purchaser has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring such Purchased Shares and such Acquired Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A). Such Purchaser is not an entity formed for the specific purpose of acquiring such Purchased Shares and such Acquired Shares. b. Following completion of the transfer of ownership and title of the Purchased Shares from Seller to such Purchaser pursuant to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares to the Company free and clear of all liens and encumbrances so that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under applicable securities Laws. c. Such Purchaser understands that such Purchased Shares and such Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that such Purchased Shares and such Acquired Shares have not been registered under the Securities Act. Such Purchaser understands that such Purchased Shares and such Acquired Shares may not be resold, transferred, pledged or otherwise disposed of by such Purchaser absent an effective registration statement under the Securities Act except (i) to the issuer of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities Laws of the states and other jurisdictions of the United States, and that such Purchased Shares and such Acquired Shares will be subject to a restrictive legend to such effect. Such Purchaser acknowledges that such Purchased Shares and such Acquired Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Such Purchaser understands and agrees that such Purchased Shares and such Acquired Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, such Purchaser may not be able to readily resell such Purchased Shares and such Acquired Shares and may be required to bear the financial risk of an investment in such Purchased Shares and such Acquired Shares for an indefinite period of time. Such Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of such Purchased Shares and such Acquired Shares. d. Such Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to such Purchaser, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement (and any other Transaction Documents or agreements executed and delivered in connection with the Transaction to which such Purchaser is party, if any). e. Such Purchaser’s acquisition and holding of such Purchased Shares and such Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Law. f. Such Purchaser acknowledges and agrees that such Purchaser has received such information as such Purchaser deems necessary in order to make an investment decision with respect to such Purchased Shares and such Acquired Shares, including, with respect to the Company, the Transaction and the Target. Such Purchaser represents and agrees that such Purchaser and such Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as such Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Purchased Shares and the Acquired Shares. g. Such Purchaser became aware of this offering of such Purchased Shares and such Shares solely by means of direct contact between such Purchaser, Seller and the Company or their respective representatives, and such Purchased Shares and such Shares were offered to such Purchaser solely by direct contact between such Purchaser, Seller and the Company or their respective representatives. Such Purchaser did not become aware of this offering of such Purchased Shares and such Shares, nor were such Purchased Shares and such Shares offered to such Purchaser, by any other means. Such Purchaser acknowledges that Seller and the Company each represents and warrants that such Purchased Shares and such Acquired Shares, as applicable, (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities Laws. h. Such Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such Purchased Shares and such Acquired Shares. Such Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in such Purchased Shares and such Acquired Shares, and such Purchaser has sought such accounting, legal and tax advice as such Purchaser has considered necessary to make an informed investment decision. i. Alone, or together with any professional advisor(s), such Purchaser has adequately analyzed and fully considered the risks of an investment in such Purchased Shares and such Acquired Shares and determined that such Purchased Shares and such Acquired Shares are a suitable investment for such Purchaser and that such Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total loss of such Purchaser’s investment in the Company. Such Purchaser acknowledges specifically that a possibility of total loss exists. j. In making its decision to purchase such Purchased Shares and such Acquired Shares, such Purchaser has relied solely upon independent investigation made by such Purchaser. k. Such Purchaser understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of such Shares or made any findings or determination as to the fairness of this investment. l. Such Purchaser has been duly formed or incorporated and is validly existing in good standing under the Laws of its jurisdiction of incorporation or formation, with full power, authority and capacity to enter into, deliver and perform its obligations under this Agreement and has taken all actions required to enter into this Agreement and to complete the purchase of such Purchased Shares and such Acquired Shares contemplated hereunder. m. The execution and delivery of this Agreement by such Purchaser and the compliance by such Purchaser with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Purchaser; (ii) result in any violation of the provisions of the organizational documents of such Purchaser; or (iii) provided that the Required Approvals have been obtained, result in any violation of any Law or Governmental Order applicable to such Purchaser, except (in the case of clauses (i) or (iii) above) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. n. This Agreement has been duly authorized, executed and delivered by such Purchaser and is enforceable against such Purchaser in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. o. Neither the due diligence investigation conducted by such Purchaser in connection with making its decision to acquire such Purchased Shares and such Acquired Shares nor any representations and warranties made by such Purchaser herein shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s and Seller’s respective representations and warranties contained herein. p. The Purchase Price payable by such Purchaser is not directly or indirectly derived, obtained, received, taken, acquired, or gained, and does not stem, from any violation by such Purchaser or any of its directors, officers, employees, affiliates or, to such Purchaser’s knowledge, any of its agents or other persons authorized to act on behalf of such Purchaser of any Laws or regulations concerning money laundering, corruption, or bribery of any jurisdiction, any rules and regulations thereunder, or any related or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, or proceeding with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to such Purchaser’s knowledge, threatened by or before any Governmental Authority involving such Purchaser or its directors, officers, employees, agents, affiliates, or other persons authorized to act on behalf of such Purchaser. q. Such Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“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) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such Purchaser is not a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”). To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by such Purchaser and used to purchase its Purchased Shares and to acquire its Acquired Shares were legally derived. r. As of the date hereof, such Purchaser has available to it, and at the Closing such Purchaser will have, sufficient funds to enable it to pay the portion of the Purchase Price payable by such Purchaser in accordance with this Agreement. s. Such Purchaser understands that the foregoing representations and warranties shall be deemed material and to have been relied upon by the Company, Seller and FPAC.

Purchaser Representations and Warranties. Each Purchaser solely as to itself, severally but not jointly, hereby represents and warrants to the Company, Seller and FPAC that, Company as it itselffollows: a. Such Purchaser (ia) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring its Purchased Shares and its Acquired Shares only for its own account and not for the account of others, or if such Purchaser is purchasing such Purchased Shares and such Acquired Shares as a fiduciary or agent for one or more investor accounts, such Purchaser has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations execute and agreements herein on behalf deliver this Agreement and to perform all of each owner of each such accountits obligations hereunder and thereunder, and to purchase, acquire and accept delivery of the Purchased Securities. (iiib) is The Purchased Securities are being acquired for Purchaser’s own account and not acquiring such Purchased Shares and such Acquired Shares with a view to, or for offer or sale in connection withintention of, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A). Such Purchaser is not an entity formed for the specific purpose of acquiring such Purchased Shares and such Acquired Shares. b. Following completion of the transfer of ownership and title of the Purchased Shares from Seller to such Purchaser pursuant to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein1933 Act, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares to the Company free and clear of all liens and encumbrances so that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under or any applicable state securities Laws. c. Such (c) Purchaser is knowledgeable in financial matters and is able to evaluate the risks and benefits of an investment in the Purchased Securities. Purchaser understands and acknowledges that such investment is a speculative venture, involves a high degree of risk and is subject to complete risk of loss. Purchaser has carefully considered and has, to the extent Purchaser deems necessary, discussed with Purchaser’s professional legal, tax, accounting and financial advisers the suitability of its investment in the Purchased Shares and such Acquired Shares are being offered Securities. (d) Purchaser is able to bear the economic risk of its investment in a transaction not involving any public offering within the meaning Purchased Securities for an indefinite period of time because the Purchased Securities Act and that such Purchased Shares and such Acquired Shares have not been registered under the Securities Act. Such Purchaser understands that such Purchased Shares and such Acquired Shares may 1933 Act and, therefore, cannot be resold, transferred, pledged or otherwise disposed of by such Purchaser absent an effective registration statement sold unless subsequently registered under the Securities 1933 Act except or an exemption from such registration is available. Purchaser: (i) understands and acknowledges that the Purchased Securities being issued to the issuer of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S Purchaser have not been registered under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities 1933 Act, and in each of cases (i) and (iii) in accordance with any applicable nor under the securities Laws of the states and other jurisdictions of the United Statesany state, and that such Purchased Shares and such Acquired Shares will be subject to a restrictive legend to such effect. Such Purchaser acknowledges that such Purchased Shares and such Acquired Shares will not be eligible for resale pursuant to Rule 144A promulgated nor under the Securities Act. Such Purchaser understands and agrees that such Purchased Shares and such Acquired Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, such Purchaser may not be able to readily resell such Purchased Shares and such Acquired Shares and may be required to bear the financial risk of an investment in such Purchased Shares and such Acquired Shares for an indefinite period of time. Such Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer Laws of any of such Purchased Shares and such Acquired Shares. d. Such Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to such Purchaser, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement (and any other Transaction Documents or agreements executed and delivered in connection with the Transaction to which such Purchaser is party, if any). e. Such Purchaser’s acquisition and holding of such Purchased Shares and such Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Law. f. Such Purchaser acknowledges and agrees that such Purchaser has received such information as such Purchaser deems necessary in order to make an investment decision with respect to such Purchased Shares and such Acquired Shares, including, with respect to the Company, the Transaction and the Target. Such Purchaser represents and agrees that such Purchaser and such Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as such Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Purchased Shares and the Acquired Shares. g. Such Purchaser became aware of this offering of such Purchased Shares and such Shares solely by means of direct contact between such Purchaser, Seller and the Company or their respective representatives, and such Purchased Shares and such Shares were offered to such Purchaser solely by direct contact between such Purchaser, Seller and the Company or their respective representatives. Such Purchaser did not become aware of this offering of such Purchased Shares and such Shares, nor were such Purchased Shares and such Shares offered to such Purchaser, by any other means. Such Purchaser acknowledges that Seller and the Company each represents and warrants that such Purchased Shares and such Acquired Shares, as applicable, (i) were not offered by any form of general solicitation or general advertising country and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities Laws. h. Such Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such Purchased Shares and such Acquired Shares. Such Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in such Purchased Shares and such Acquired Shares, and such Purchaser has sought such accounting, legal and tax advice as such Purchaser has considered necessary to make an informed investment decision. i. Alone, or together with any professional advisor(s), such Purchaser has adequately analyzed and fully considered the risks of an investment in such Purchased Shares and such Acquired Shares and determined that such Purchased Shares and such Acquired Shares are a suitable investment for such Purchaser and that such Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total loss of such Purchaser’s investment in the Company. Such Purchaser acknowledges specifically that a possibility of total loss exists. j. In making its decision to purchase such Purchased Shares and such Acquired Shares, such Purchaser has relied solely upon independent investigation made by such Purchaser. k. Such Purchaser understands and agrees recognizes that no federal or state public agency has passed upon the accuracy or endorsed adequacy of any information provided to Purchaser or the merits fairness of the terms of its investment in the Purchased Securities. (e) Purchaser has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Purchased Securities and has had full access to such Shares or made any findings or determination other information concerning the Company as to the fairness of this investmenthas been requested. l. Such Purchaser has been duly formed or incorporated (f) This Agreement constitutes the legal, valid and is validly existing in good standing under the Laws binding obligation of its jurisdiction of incorporation or formation, with full power, authority and capacity to enter into, deliver and perform its obligations under this Agreement and has taken all actions required to enter into this Agreement and to complete the purchase of such Purchased Shares and such Acquired Shares contemplated hereunder. m. The execution and delivery of this Agreement by such Purchaser and the compliance by such Purchaser with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Purchaser; (ii) result in any violation of the provisions of the organizational documents of such Purchaser; or (iii) provided that the Required Approvals have been obtained, result in any violation of any Law or Governmental Order applicable to such Purchaser, except (in the case of clauses (i) or (iii) above) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. n. This Agreement has been duly authorized, executed and delivered by such Purchaser and is enforceable against such Purchaser in accordance with its terms, except as may be limited and the execution, delivery and performance of this Agreement by Purchaser does not and will not conflict with, violate or otherwise affected by (i) bankruptcycause a breach of any agreement, insolvencyContract or instrument to which Purchaser is a party or any judgment, fraudulent conveyance, reorganization, moratorium Order or other Laws relating decree to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equitywhich Purchaser is subject. o. Neither the due diligence investigation conducted by such (g) Purchaser in connection with making its decision to acquire such Purchased Shares and such Acquired Shares nor any representations and warranties made by such Purchaser herein shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness became aware of the Company’s and Seller’s respective representations and warranties contained hereinoffering of the Purchased Securities other than by means of general advertising or general solicitation. p. The Purchase Price payable by such (h) Purchaser is not directly or indirectly derived, obtained, received, taken, acquired, or gained, an “accredited investor” as that term is defined under the 1933 Act and does not stem, from any violation by such Purchaser or any of its directors, officers, employees, affiliates or, to such Purchaser’s knowledge, any of its agents or other persons authorized to act on behalf of such Purchaser of any Laws or regulations concerning money laundering, corruption, or bribery of any jurisdiction, any rules and regulations Regulation D promulgated thereunder, or any related or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, or proceeding with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to such Purchaser’s knowledge, threatened by or before any Governmental Authority involving such Purchaser or its directors, officers, employees, agents, affiliates, or other persons authorized to act on behalf of such Purchaser. q. Such Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“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) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such Purchaser is not a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by Section 413 of the USA PATRIOT Private Fund Investment Advisers Registration Act of 2001 2010 and any applicable rules or regulations or interpretations thereof promulgated by the SEC or its staff. (i) Purchaser acknowledges that the certificates for the Purchased Shares will contain a legend substantially as follows: “PATRIOT ActTHE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), and its implementing regulations (collectivelyOR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.” Subject to any lock-up or other similar agreement that may apply to the Purchased Shares as may be specifically agreed to with Purchaser, the “BSA/PATRIOT Act”). To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed to ensure requirement that the funds held by such Purchaser and used to purchase its Purchased Shares contain the legend set forth in clause (i) above shall cease and terminate when such shares are transferred pursuant to acquire its Acquired Shares were legally derived. r. As Rule 144 promulgated under the 1933 Act. Upon the consummation of an event described in the date hereofimmediately preceding sentence, such Purchaser has available to it, and at the Closing such Purchaser will have, sufficient funds to enable it to pay the portion of the Purchase Price payable by such Purchaser in accordance with this Agreement. s. Such Purchaser understands that the foregoing representations and warranties shall be deemed material and to have been relied upon by the Company, Seller and FPACupon surrender of certificates containing such legend, shall, at its own expense (without the need for any opinion of counsel for Purchaser), deliver to the holder of any such securities as to which the requirement for such legend shall have terminated, one or more new certificates evidencing such securities not bearing such legend.

Purchaser Representations and Warranties. Each The Purchaser solely as to itself, severally but not jointly, represents and warrants to the Company, Seller and FPAC Company that, as it itself: a. Such (a) The Purchaser (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and or an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring its Purchased Shares and its the Acquired Shares only for its own account and not for the account of others, or if such the Purchaser is purchasing such Purchased Shares and such the Acquired Shares as a fiduciary or agent for one or more investor accounts, such the Purchaser has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring such Purchased Shares and such the Acquired Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A). Such The Purchaser 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 Acquired Shares. The Purchaser is not an entity formed for the specific purpose of acquiring such Purchased Shares and such the Acquired Shares. b. Following completion of the transfer of ownership and title of the Purchased Shares from Seller to such Purchaser pursuant to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares to the Company free and clear of all liens and encumbrances so that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under applicable securities Laws. c. Such (b) The Purchaser understands that such Purchased Shares and such the Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that such Purchased Shares and such the Acquired Shares have not been registered under the Securities Act. Such The Purchaser understands that such Purchased Shares and such the Acquired Shares may not be resold, transferred, pledged or otherwise disposed of by such the Purchaser absent an effective registration statement under the Securities Act except (i) to the issuer of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities Laws laws of the states and other jurisdictions of the United States, and that such Purchased Shares and such the Acquired Shares will be subject to a restrictive legend to such effect. Such The Purchaser acknowledges that such Purchased Shares and such the Acquired Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Such The Purchaser understands and agrees that such Purchased Shares and such the Acquired Shares will be subject to the foregoing transfer restrictions and, as a result of these transfer restrictions, such the Purchaser may not be able to readily resell such Purchased Shares and such the Acquired Shares and may be required to bear the financial risk of an investment in such Purchased Shares and such the Acquired Shares for an indefinite period of time. Such The Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of such Purchased Shares and such the Acquired Shares. d. Such (c) The Purchaser acknowledges that the Acquired Shares are not and may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (“FinSA”) and no application has or will be made to admit the Acquired Shares to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. The Purchaser confirms that it qualifies as a “professional client” within the meaning of the FinSA. (d) The Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to such the Purchaser, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement (and any other Transaction Documents or agreements executed and delivered in connection with the Transaction to which such Purchaser is party, if any)Agreement. e. Such (e) The Purchaser’s acquisition and holding of such Purchased Shares and such the Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Lawlaw. f. Such (f) The Purchaser acknowledges and agrees that such the Purchaser has received such information as such the Purchaser deems necessary in order to make an investment decision with respect to such Purchased Shares and such the Acquired Shares. Without limiting the generality of the foregoing, including, with respect the Purchaser acknowledges that it has (i) had access to the Company’s filings with the SEC that are publicly available at the SEC’s website at xxx.xxx.xxx, and (ii) received a copy of the Investor Presentation provided by the Company (collectively, the Transaction and the Target“Disclosure Package”). Such The Purchaser represents and agrees that such the Purchaser and such the Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such additional information about the Company and the Transaction as such the Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Purchased Shares and the Acquired Sharesrequested. g. Such (g) The Purchaser became aware of this offering of such Purchased Shares and such the Shares solely by means of direct contact between such Purchaser, Seller the Purchaser and the Company Company, or their respective representativesa representative of the Company, and such Purchased Shares and such the Shares were offered to such the Purchaser solely by direct contact between such Purchaser, Seller the Purchaser and the Company Company, or their respective representativesa representative of the Company. Such The Purchaser did not become aware of this offering of such Purchased Shares and such the Shares, nor were such Purchased Shares and such the Shares offered to such the Purchaser, by any other means. Such The Purchaser acknowledges that Seller and the Company each represents and warrants that such Purchased the Acquired Shares and such Acquired Shares, as applicable, (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities Lawslaws. h. Such (h) The Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such Purchased Shares and such the Acquired Shares, including those set forth in the Disclosure Package. Such The Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in such Purchased Shares and such the Acquired Shares, and such the Purchaser has sought such accounting, legal and tax advice as such the Purchaser has considered necessary to make an informed investment decision. i. (i) Alone, or together with any professional advisor(s), such the Purchaser has adequately analyzed and fully considered the risks of an investment in such Purchased Shares and such the Acquired Shares and determined that such Purchased Shares and such the Acquired Shares are a suitable investment for such the Purchaser and that such the Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total loss of such the Purchaser’s investment in the Company. Such The Purchaser acknowledges specifically that a possibility of total loss exists. j. (j) In making its decision to purchase such Purchased Shares and such the Acquired Shares, such the Purchaser has relied solely upon independent investigation made by such the Purchaser. Without limiting the generality of the foregoing, the Purchaser has not relied on any statements or other information provided by the Company, any of its representatives, agents, attorneys or Deutsche Bank Securities Inc. acting in its capacity as placement agent on behalf of the Company (the “Placement Agent”) concerning the Company, the Transaction or the Acquired Shares except as otherwise set forth in this Agreement. k. Such (k) The Purchaser understands and agrees acknowledges that no federal or state agency has passed upon or endorsed the merits of the offering of such the Shares or made any findings or determination as to the fairness of this investmentinvestment or the accuracy or adequacy of the Disclosure Package. l. Such (l) The Purchaser has been duly formed or incorporated and is validly existing in good standing under the Laws laws of its jurisdiction of incorporation or formation, with full power, power and authority and capacity to enter into, deliver and perform its obligations under this Agreement and has taken all actions required to enter into this Agreement and to complete the purchase of such Purchased Shares and such Acquired Shares contemplated hereunderAgreement. m. (m) The execution execution, delivery and delivery performance by the Purchaser of this Agreement by such Purchaser and are within the compliance by such Purchaser with all powers of the provisions of this Agreement Purchaser, have been duly authorized and the consummation of the transactions contemplated herein will not (i) conflict with constitute or result in a breach or violation default under or conflict with any order, ruling or regulation of any court or other tribunal or of the terms any governmental commission or provisions ofagency, or constitute any agreement or other undertaking, to which the Purchaser is a default underparty or by which the Purchaser is bound, or result in the creation or imposition of and will not violate any lien, charge or encumbrance upon any of the property or assets of such Purchaser; (ii) result in any violation of the provisions of the organizational documents Purchaser’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of such trust or partnership or operating agreement, as may be applicable. The Purchaser; or (iii) provided that the Required Approvals have been obtained, result in any violation of any Law or Governmental Order applicable to such Purchaser, except (in the case of clauses (i) or (iii) above) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect ’s signature on the ability of such Purchaser to enter into and perform its obligations under this Agreement is genuine, and to consummate the transactions contemplated hereby. n. This Agreement signatory has been duly authorizedauthorized and has legal competence and capacity to execute the same, executed and delivered by such Purchaser and this Agreement is enforceable against such the Purchaser in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. o. Neither the due diligence investigation conducted by such Purchaser in connection with making its decision to acquire such Purchased Shares and such Acquired Shares nor any representations and warranties made by such Purchaser herein shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s and Seller’s respective representations and warranties contained herein. p. (n) The Purchase Price payable by such Purchaser is not directly or indirectly derived, obtained, received, taken, acquired, or gained, and does not stem, from any violation by such Purchaser or any of its directors, officers, employees, affiliates or, to such Purchaser’s knowledge, any of its agents or other persons authorized to act on behalf of such Purchaser of any Laws or regulations concerning money laundering, corruption, or bribery of any jurisdiction, any rules and regulations thereunder, or any related or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, or proceeding with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to such Purchaser’s knowledge, threatened by or before any Governmental Authority involving such Purchaser or its directors, officers, employees, agents, affiliates, or other persons authorized to act on behalf of such Purchaser. q. Such Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“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) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such The Purchaser agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Purchaser is not permitted to do so under applicable law. If the Purchaser is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Purchaser maintains, directly or indirectly through a third-party administrator, written policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required by applicable lawrequired, such Purchaser maintains it maintains, directly or indirectly through a third-party administrator, policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such the Purchaser maintains maintains, directly or indirectly through a third-party administrator, policies and procedures reasonably designed to ensure that the funds held by such the Purchaser and used to purchase its Purchased Shares and to acquire its the Acquired Shares were legally derived. r. As (o) To the Purchaser’s knowledge, no disclosure or offering document has been prepared by the Placement Agent in connection with the offer and sale of the date hereof, such Acquired Shares. (p) The Purchaser has available to itacknowledges that the Placement Agent, and at each of its directors, officers, employees, representatives and controlling persons, have made no independent investigation with respect to the Closing such Company or the Acquired Shares or the accuracy, completeness or adequacy of any information supplied to the undersigned by the Company. (q) In connection with the purchase of the Acquired Shares, the Placement Agent has not acted as the Purchaser’s financial advisor or fiduciary. (r) The Purchaser will have, have sufficient funds to enable it to pay the portion of the Purchase Price payable by such Purchaser in accordance with this Agreementat the Closing. s. Such (s) The Purchaser understands that has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other person to any broker’s or finder’s fee or any other commission or similar fee in connection with the foregoing transactions contemplated by this Agreement for which the Company could become liable. (t) The Placement Agent may rely upon these representations and warranties shall be deemed material and to have been relied upon by of the Company, Seller and FPACPurchaser.

Purchaser Representations and Warranties. Each The Purchaser solely as to itself, severally but not jointly, represents and warrants to the Company, Seller and FPAC that, Company that as it itselfof the date hereof: a. Such (a) The Purchaser (i) has been duly formed and validly exists as a corporation or other legal entity in good standing under the laws of the jurisdiction of incorporation set forth above. The Purchaser is not organized under the laws of the United States, is not a U.S. Person, and is not an “qualified institutional buyeraffiliate” (of the Company as defined that term is used in Rule 144A the regulations promulgated under the Securities Act, nor associated with any individual or entity that may be deemed an “affiliate” of the Company as of the date hereof. (b) and an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring its Purchased Shares and its Acquired Shares only for its own account and not for the account of others, or if such Purchaser is purchasing such Purchased Shares and such Acquired Shares as a fiduciary or agent for one or more investor accounts, such The Purchaser has full investment discretion with respect to each such account, and the full power and authority to make purchase, acquire and accept delivery of the acknowledgementsPurchased Shares. (c) This Agreement constitutes the legal, representations valid and agreements herein binding obligation of the Purchaser, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Purchaser is a party or any judgment, order or decree to which the Purchaser is subject. (d) The Purchaser acknowledges that this Agreement and the Purchased Shares are being sold in reliance upon the transactional exemption afforded by Regulation S in connection with an offshore offer and sale of securities of the Company not within or subject to the jurisdiction of the United States markets. (e) The Purchaser was not formed for the purpose of investing in securities offered pursuant to the exemption provided by Regulation S or formed for the purpose of participating in this Offering. The Purchaser is not registered as an issuer under the Securities Act and is not required to be registered with the SEC under the 1940 Act. The Purchaser is purchasing the Purchased Shares for its own account, for investment purposes, and not on behalf of each owner of each such account, and (iii) is not acquiring such Purchased Shares and such Acquired Shares any U.S. Person or with a view to, or for offer or sale in connection withintention of, any distribution thereof in violation of the Securities Act Act, or any applicable state securities laws. (f) The Purchaser has not received any general solicitation or advertising regarding the Offering or this Agreement. (g) Purchaser has not received any offer to purchase shares of Common Stock in the United States. At the time of the execution of this Agreement and, to the best knowledge of the Purchaser, at the time the Offering originated, the Purchaser was located and shall provide resident outside the requested information United States. (h) Neither the Purchaser, nor any of its affiliates, nor any person acting on Schedule A). Such Purchaser is not an entity formed its behalf or on behalf of any such affiliate has engaged in any activity undertaken for the specific purpose of, or that reasonably could be expected to have the effect of, conditioning the markets in the United States for the Common Stock or for any securities that are convertible into or exercisable for Common Stock, including but not limited to effecting any sale or short sale of acquiring the Company’s securities through the Purchaser or any of its affiliates prior to the expiration of any restricted period contained in Regulation S (any such Purchased Shares and such Acquired Sharesactivity being defined herein as a “Directed Selling Effort”). b. Following completion (i) To the best knowledge of the transfer of ownership and title of the Purchased Shares from Seller to such Purchaser pursuant to Section 3 and subject to the Required Approvals being obtained Purchaser, this Agreement and the accuracy transactions contemplated herein are not part of a plan or scheme to evade the other parties’ representations and warranties herein, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares to the Company free and clear of all liens and encumbrances so that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under applicable securities Laws. c. Such Purchaser understands that such Purchased Shares and such Acquired Shares are being offered in a transaction not involving any public offering within the meaning registration provisions of the Securities Act Act. The Purchaser has agreed that all offers and that such sales of securities pursuant to this Offering prior to the date hereof and through the expiration of any restricted period set forth in Regulation S (as the same may be amended from time to time hereafter) shall not be made to U.S. Persons or for the account or benefit of U.S. Persons and shall otherwise be made in compliance with the provisions of Regulation S and any other applicable provisions of the Securities Act. (j) The Purchaser acknowledges that: (i) this Offering and the Purchased Shares and such Acquired Shares have not been registered under the Securities Act. Such Purchaser understands that such Purchased Shares and such Acquired Shares may not be resold, transferred, pledged Act or otherwise disposed registered or qualified under the securities laws of any state or foreign jurisdiction and the transferability hereof and thereof within the jurisdiction of the United States is restricted by such Purchaser absent an effective registration statement under the Securities Act except (i) to the issuer of as well as such securities or a subsidiary thereof, state and foreign laws and (ii) no public agency has passed upon the accuracy or adequacy of any information provided to non-U.S. persons pursuant to offers and sales that occur outside Purchaser or the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements fairness of the Securities Act, terms of its investment in its Purchased Shares. (k) The Purchaser is sophisticated in financial matters and in each of cases (i) and (iii) in accordance with any applicable securities Laws of the states and other jurisdictions of the United States, and that such Purchased Shares and such Acquired Shares will be subject to a restrictive legend to such effect. Such Purchaser acknowledges that such Purchased Shares and such Acquired Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Such Purchaser understands and agrees that such Purchased Shares and such Acquired Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, such Purchaser may not be is able to readily resell such Purchased Shares evaluate the risks and such Acquired Shares and may be required to bear the financial risk benefits of an investment in the Purchased Shares. The Purchaser understands and acknowledges that such investment is a speculative venture, involves a high degree of risk and is subject to risk of complete loss. The Purchaser has carefully considered and has, to the extent the Purchaser deems necessary, discussed with the Purchaser’s professional legal, tax, accounting and financial advisers the suitability of its investment in the Purchased Shares and such Acquired is able to bear the economic risk of its investment in the Purchased Shares for an indefinite period of time. Such Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of such Purchased Shares and such Acquired Shares. d. Such Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to such Purchaser, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement (and any other Transaction Documents or agreements executed and delivered in connection with the Transaction to which such Purchaser is party, if any). e. Such Purchaser’s acquisition and holding of such Purchased Shares and such Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Law. f. Such Purchaser acknowledges and agrees that such l) The Purchaser has received such information as such Purchaser deems necessary in order to make had an investment decision with respect to such Purchased Shares and such Acquired Shares, including, with respect to the Company, the Transaction and the Target. Such Purchaser represents and agrees that such Purchaser and such Purchaser’s professional advisor(s), if any, have had the full opportunity to ask questions and receive answers concerning the terms and conditions of the Offering, has had full access to such questions, receive such answers and obtain such other information as such Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Purchased Shares and the Acquired Shares. g. Such Purchaser became aware of this offering of such Purchased Shares and such Shares solely by means of direct contact between such Purchaser, Seller and concerning the Company or their respective representatives, and such Purchased Shares and such Shares were offered to such Purchaser solely by direct contact between such Purchaser, Seller and the Company or their respective representatives. Such Purchaser did not become aware of this offering of such Purchased Shares and such Shares, nor were such Purchased Shares and such Shares offered to such Purchaser, by any other means. Such Purchaser acknowledges that Seller and the Company each represents and warrants that such Purchased Shares and such Acquired Shares, as applicable, (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities Laws. h. Such Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such Purchased Shares and such Acquired Shares. Such Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in such Purchased Shares and such Acquired Shares, and such Purchaser has sought such accounting, legal and tax advice as such Purchaser has considered necessary to make an informed investment decision. i. Alone, or together with any professional advisor(s), such Purchaser has adequately analyzed and fully considered the risks of an investment in such Purchased Shares and such Acquired Shares and determined that such Purchased Shares and such Acquired Shares are a suitable investment for such Purchaser and that such Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total loss of such Purchaser’s investment in the Company. Such Purchaser acknowledges specifically that a possibility of total loss exists. j. In making its decision to purchase such Purchased Shares and such Acquired Shares, such Purchaser has relied solely upon independent investigation made by such Purchaser. k. Such Purchaser understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of such Shares or made any findings or determination as to the fairness of this investment. l. Such Purchaser has been duly formed or incorporated requested and is validly existing in good standing under has had the Laws of opportunity to consult with its jurisdiction of incorporation or formation, with full power, authority and capacity to enter into, deliver and perform its obligations under legal counsel concerning this Agreement and has taken all actions required to enter into this Agreement and to complete the purchase of such Purchased Shares and such Acquired Shares contemplated hereunder.Regulation S. m. (m) The execution and delivery of this Agreement by such Purchaser and the compliance by such Purchaser with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Purchaser; (ii) result in any violation of the provisions of the organizational documents of such Purchaser; or (iii) provided that the Required Approvals have been obtained, result in any violation of any Law or Governmental Order applicable to such Purchaser, except (in the case of clauses (i) or (iii) above) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. n. This Agreement has been duly authorized, executed and delivered by such Purchaser and is enforceable against such Purchaser in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. o. Neither the due diligence investigation conducted by such Purchaser in connection with making its decision to acquire such Purchased Shares and such Acquired Shares nor any representations and warranties made by such Purchaser herein shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s and Seller’s respective representations and warranties contained herein. p. The Purchase Price payable by such Purchaser is not directly or indirectly derived, obtained, received, taken, acquired, or gained, an “accredited investor” as that term is defined under the Securities Act and does not stem, from any violation by such Purchaser or any of its directors, officers, employees, affiliates or, to such Purchaser’s knowledge, any of its agents or other persons authorized to act on behalf of such Purchaser of any Laws or regulations concerning money laundering, corruption, or bribery of any jurisdiction, any rules and regulations Regulation D promulgated thereunder, or any related or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, or proceeding with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to such Purchaser’s knowledge, threatened by or before any Governmental Authority involving such Purchaser or its directors, officers, employees, agents, affiliates, or other persons authorized to act on behalf of such Purchaser. q. Such Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“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) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such Purchaser is not a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by Section 413 of the USA PATRIOT Private Fund Investment Advisers Registration Act of 2001 (the “PATRIOT Act”), 2010 and its implementing any applicable rules or regulations (collectively, the “BSA/PATRIOT Act”). To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by such Purchaser and used to purchase its Purchased Shares and to acquire its Acquired Shares were legally derived. r. As of the date hereof, such Purchaser has available to it, and at the Closing such Purchaser will have, sufficient funds to enable it to pay the portion of the Purchase Price payable by such Purchaser in accordance with this Agreement. s. Such Purchaser understands that the foregoing representations and warranties shall be deemed material and to have been relied upon or interpretations thereof promulgated by the Company, Seller and FPACSEC or its staff.

Purchaser Representations and Warranties. Each Purchaser solely as to itself, severally but not jointly, jointly represents and warrants to the Company, Seller and FPAC that, Company that as it itselfof the date hereof: a. Such Purchaser (ia) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring its Purchased Shares and its Acquired Shares only for its own account and not for the account of others, or if such Purchaser is purchasing such Purchased Shares and such Acquired Shares as a fiduciary or agent for one or more investor accounts, such The Purchaser has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations execute and agreements herein on behalf deliver this Agreement and to perform all of each owner of each such accountits obligations hereunder and thereunder, and to purchase, acquire and accept delivery of its Purchaser Shares. (iiib) is Its Purchaser Shares are being acquired for the Purchaser’s own account and not acquiring such Purchased Shares and such Acquired Shares with a view to, or for offer or sale in connection withintention of, any distribution thereof in violation of the Securities Act 1933 Act, or any applicable state securities laws. (c) The Purchaser will not make any sale, transfer or other disposition of the Purchaser Shares in violation of the 1933 Act, the 1934 Act, as amended, the rules and shall provide the requested information on Schedule A). Such regulations promulgated thereunder or any applicable state securities laws. (d) The Purchaser is not sophisticated in financial matters and is able to evaluate the risks and benefits of an entity formed for investment in the specific purpose Purchaser Shares. The Purchaser understands and acknowledges that such investment is a speculative venture, involves a high degree of acquiring such Purchased Shares risk and such Acquired Sharesis subject to complete risk of loss. The Purchaser has carefully considered and has, to the extent the Purchaser deems necessary, discussed with the Purchaser’s professional legal, tax, accounting and financial advisers the suitability of its investment in the Common Stock. b. Following completion (e) The Purchaser is able to bear the economic risk of the transfer its investment in its Purchaser Shares for an indefinite period of ownership and title of the Purchased Shares from Seller to such time because its Purchaser pursuant to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares to the Company free and clear of all liens and encumbrances so that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under applicable securities Laws. c. Such Purchaser understands that such Purchased Shares and such Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that such Purchased Shares and such Acquired Shares have not been registered under the Securities Act. Such Purchaser understands that such Purchased Shares and such Acquired Shares may 1933 Act and, therefore, cannot be resold, transferred, pledged or otherwise disposed of by such Purchaser absent an effective registration statement sold unless subsequently registered under the Securities 1933 Act except or an exemption from such registration is available. The Purchaser: (i) understands and acknowledges that the Purchaser Shares being issued to the issuer of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S Purchaser have not been registered under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities 1933 Act, and in each of cases (i) and (iii) in accordance with any applicable securities Laws of the states and other jurisdictions of the United States, and that such Purchased Shares and such Acquired Shares will be subject to a restrictive legend to such effect. Such Purchaser acknowledges that such Purchased Shares and such Acquired Shares will not be eligible for resale pursuant to Rule 144A promulgated nor under the Securities Act. Such Purchaser understands and agrees that such Purchased Shares and such Acquired Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, such Purchaser may not be able to readily resell such Purchased Shares and such Acquired Shares and may be required to bear the financial risk of an investment in such Purchased Shares and such Acquired Shares for an indefinite period of time. Such Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer securities laws of any state, nor under the laws of such Purchased Shares and such Acquired Shares. d. Such Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to such Purchaser, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement (and any other Transaction Documents or agreements executed and delivered in connection with the Transaction to which such Purchaser is party, if any). e. Such Purchaser’s acquisition and holding of such Purchased Shares and such Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Law. f. Such Purchaser acknowledges and agrees that such Purchaser has received such information as such Purchaser deems necessary in order to make an investment decision with respect to such Purchased Shares and such Acquired Shares, including, with respect to the Company, the Transaction and the Target. Such Purchaser represents and agrees that such Purchaser and such Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as such Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Purchased Shares and the Acquired Shares. g. Such Purchaser became aware of this offering of such Purchased Shares and such Shares solely by means of direct contact between such Purchaser, Seller and the Company or their respective representatives, and such Purchased Shares and such Shares were offered to such Purchaser solely by direct contact between such Purchaser, Seller and the Company or their respective representatives. Such Purchaser did not become aware of this offering of such Purchased Shares and such Shares, nor were such Purchased Shares and such Shares offered to such Purchaser, by any other means. Such Purchaser acknowledges that Seller and the Company each represents and warrants that such Purchased Shares and such Acquired Shares, as applicable, (i) were not offered by any form of general solicitation or general advertising country and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities Laws. h. Such Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such Purchased Shares and such Acquired Shares. Such Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in such Purchased Shares and such Acquired Shares, and such Purchaser has sought such accounting, legal and tax advice as such Purchaser has considered necessary to make an informed investment decision. i. Alone, or together with any professional advisor(s), such Purchaser has adequately analyzed and fully considered the risks of an investment in such Purchased Shares and such Acquired Shares and determined that such Purchased Shares and such Acquired Shares are a suitable investment for such Purchaser and that such Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total loss of such Purchaser’s investment in the Company. Such Purchaser acknowledges specifically that a possibility of total loss exists. j. In making its decision to purchase such Purchased Shares and such Acquired Shares, such Purchaser has relied solely upon independent investigation made by such Purchaser. k. Such Purchaser understands and agrees recognizes that no federal or state public agency has passed upon the accuracy or endorsed adequacy of any information provided to the merits Purchaser or the fairness of the terms of its investment in its Purchaser Shares. (f) The Purchaser has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Common Stock and has had full access to such Shares or made any findings or determination other information concerning the Company as to the fairness of this investmenthas been requested. l. Such Purchaser has been duly formed or incorporated (g) This Agreement constitutes the legal, valid and is validly existing in good standing under the Laws of its jurisdiction of incorporation or formation, with full power, authority and capacity to enter into, deliver and perform its obligations under this Agreement and has taken all actions required to enter into this Agreement and to complete the purchase of such Purchased Shares and such Acquired Shares contemplated hereunder. m. The execution and delivery of this Agreement by such Purchaser and the compliance by such Purchaser with all binding obligation of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Purchaser; (ii) result in any violation of the provisions of the organizational documents of such Purchaser; or (iii) provided that the Required Approvals have been obtained, result in any violation of any Law or Governmental Order applicable to such Purchaser, except (in the case of clauses (i) or (iii) above) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. n. This Agreement has been duly authorized, executed and delivered by such Purchaser and is enforceable against such Purchaser in accordance with its terms, except as may be limited and the execution, delivery and performance of this Agreement by the Purchaser does not and will not conflict with, violate or otherwise affected cause a breach of any agreement, contract or instrument to which the Purchaser is a party or any judgment, order or decree to which the Purchaser is subject. (h) The Purchaser became aware of the offering of the Purchaser Shares other than by means of general advertising or general solicitation. (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. o. Neither the due diligence investigation conducted by such Purchaser in connection with making its decision to acquire such Purchased Shares and such Acquired Shares nor any representations and warranties made by such Purchaser herein shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s and Seller’s respective representations and warranties contained herein. p. The Purchase Price payable by such Purchaser is not directly or indirectly derived, obtained, received, taken, acquired, or gained, an “accredited investor” as that term is defined under the 1933 Act and does not stem, from any violation by such Purchaser or any of its directors, officers, employees, affiliates or, to such Purchaser’s knowledge, any of its agents or other persons authorized to act on behalf of such Purchaser of any Laws or regulations concerning money laundering, corruption, or bribery of any jurisdiction, any rules and regulations Regulation D promulgated thereunder, or any related or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, or proceeding with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to such Purchaser’s knowledge, threatened by or before any Governmental Authority involving such Purchaser or its directors, officers, employees, agents, affiliates, or other persons authorized to act on behalf of such Purchaser. q. Such Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“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) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such Purchaser is not a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by Section 413 of the USA PATRIOT Private Fund Investment Advisers Registration Act of 2001 2010 and any applicable rules or regulations or interpretations thereof promulgated by the SEC or its staff. (j) The Purchaser acknowledges that the certificates for its Purchaser Shares will contain a legend substantially as follows: “PATRIOT ActTHE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), and its implementing regulations OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE COMPANY MAY REQUEST A WRITTEN OPINION OF COUNSEL (collectivelyWHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY) TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH AN OFFER, SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE.” Subject to any lock-up or other similar agreement that may apply to the Purchaser Shares, the “BSA/PATRIOT Act”). To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed to ensure requirement that the funds held Purchaser Shares contain the legend set forth in clause (j) above shall cease and terminate upon the earlier of (i) when such shares are transferred pursuant to Rule 144 under the 1933 Act or (ii) when such shares are transferred in any other transaction if the transferor delivers to the Company a written opinion of counsel (which opinion and counsel shall be reasonably satisfactory to the Company) to the effect that such legend is no longer necessary in order to protect the Company against a violation by such Purchaser and used to purchase its Purchased Shares and to acquire its Acquired Shares were legally derived. r. As it of the date hereof1933 Act upon any sale or other disposition of such shares without registration thereunder. Upon the consummation of an event described in (i) or (ii) above, such Purchaser has available to it, and at the Closing such Purchaser will have, sufficient funds to enable it to pay the portion of the Purchase Price payable by such Purchaser in accordance with this Agreement. s. Such Purchaser understands that the foregoing representations and warranties shall be deemed material and to have been relied upon by the Company, Seller and FPACupon surrender of certificates containing such legend, shall, at its own expense, deliver to the holder of any such shares as to which the requirement for such legend shall have terminated, one or more new certificates evidencing such shares not bearing such legend.

Purchaser Representations and Warranties. Each Purchaser solely as to itself, severally but not jointly, PURCHASER represents and warrants to the Company, Seller and FPAC that, ISSUER as it itselffollows: a. Such Purchaser (ia) PURCHASER is a “qualified institutional buyer” (as defined in Rule 144A under purchasing the Securities Act) and an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring its Purchased Shares and its Acquired Shares only for its own account for investment only and not for the account of others, or if such Purchaser is purchasing such Purchased Shares and such Acquired Shares as a fiduciary or agent for one or more investor accounts, such Purchaser has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring such Purchased Shares and such Acquired Shares with a view toto resale or distribution and will not offer to sell, transfer or for offer or sale in connection with, any distribution thereof in violation otherwise dispose of the Securities without registration under the Act (and shall provide any other applicable securities laws, or pursuant to an exemption therefrom in the requested information on Schedule A). Such Purchaser is not an entity formed for the specific purpose opinion of acquiring such Purchased Shares and such Acquired Sharescounsel satisfactory to ISSUER. b. Following completion of the transfer of ownership and title of the Purchased Shares from Seller to such Purchaser pursuant to Section 3 and subject (b) All offering documents received by PURCHASER include statements to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares to the Company free and clear of all liens and encumbrances so effect that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under applicable securities Laws. c. Such Purchaser understands that such Purchased Shares and such Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that such Purchased Shares and such Acquired Shares have not been registered under the Securities Act. Such Purchaser understands that such Purchased Shares Act or any other securities or blue sky laws and such Acquired Shares may not be resoldoffered for sale, transferredsold, pledged transferred or otherwise disposed of by such Purchaser absent an effective registration statement unless the Securities are registered under the Securities Act except (i) to the issuer of such and any other applicable securities laws or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales an exemption therefrom in the opinion of counsel satisfactory to ISSUER. (c) PURCHASER acknowledges that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements purchase of the Securities Act, involves a high degree of risk and in each of cases (i) and (iii) in accordance with any applicable securities Laws further acknowledges that it can bear the economic risk of the states and other jurisdictions purchase of the United StatesSecurities, and that such Purchased Shares and such Acquired Shares will be subject to a restrictive legend to such effect. Such Purchaser acknowledges that such Purchased Shares and such Acquired Shares will not be eligible for resale pursuant to Rule 144A promulgated under including the Securities Act. Such Purchaser understands and agrees that such Purchased Shares and such Acquired Shares will be subject to transfer restrictions and, as a result total loss of these transfer restrictions, such Purchaser may not be able to readily resell such Purchased Shares and such Acquired Shares and may be required to bear the financial risk of an its investment in such Purchased Shares and such Acquired Shares for an indefinite period of time. Such Purchaser . (d) PURCHASER understands that the Securities are being offered and sold to it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer in reliance on specific exemptions from the registration requirements of any federal and other applicable securities laws and that ISSUER is relying upon the truth and accuracy of such Purchased Shares and such Acquired Shares. d. Such Purchaser further acknowledges that there have been no the representations, warranties, covenants agreements, acknowledgments and agreements made to such Purchaser, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement (and any other Transaction Documents or agreements executed and delivered in connection with the Transaction to which such Purchaser is party, if any). e. Such Purchaser’s acquisition and holding understandings of such Purchased Shares and such Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Law. f. Such Purchaser acknowledges and agrees that such Purchaser has received such information as such Purchaser deems necessary PURCHASER set forth herein in order to make an investment decision with respect to determine the applicability of such Purchased Shares and such Acquired Shares, including, with respect to the Company, the Transaction exemptions and the Target. Such Purchaser represents and agrees that such Purchaser and such Purchaser’s professional advisor(s), if any, have had suitability of PURCHASER to acquire the full opportunity to ask such questions, receive such answers and obtain such information as such Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Purchased Shares and the Acquired SharesSecurities. g. Such Purchaser became aware of this offering of such Purchased Shares and such Shares solely by means of direct contact between such Purchaser, Seller and the Company or their respective representatives, and such Purchased Shares and such Shares were offered to such Purchaser solely by direct contact between such Purchaser, Seller and the Company or their respective representatives. Such Purchaser did not become aware of this offering of such Purchased Shares and such Shares, nor were such Purchased Shares and such Shares offered to such Purchaser, by any other means. Such Purchaser acknowledges that Seller and the Company each represents and warrants that such Purchased Shares and such Acquired Shares, as applicable, (ie) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities Laws. h. Such Purchaser acknowledges that it PURCHASER is aware that there are substantial risks incident to the purchase and ownership of such Purchased Shares and such Acquired Shares. Such Purchaser has such knowledge and experience sufficiently experienced in financial and business matters as to be capable of evaluating the merits and risks of an investment in such Purchased Shares and such Acquired Sharesits investments, and such Purchaser has sought such accounting, legal and tax advice as such Purchaser has considered necessary to make an informed investment decisiondecision relating thereto and is an "accredited investor" as that term is defined in Rule 501 of Regulation D under the Act. i. Alone(f) In evaluating this investment, PURCHASER has consulted its own investment and/or legal and/or tax advisors. (g) PURCHASER acknowledges that in the view of the SEC the statutory basis for the exemption claimed for this transaction would not be present if the offering of Securities, although in technical compliance with Regulation D, is part of a plan or scheme to evade the registration provisions of the Act. PURCHASER is acquiring the Securities for investment purposes and has no present intention to resell, distribute, or together with any professional advisor(s)offer to resell the Securities. (h) PURCHASER is not an underwriter of, such Purchaser has adequately analyzed or dealer in, the Securities, and fully considered the risks of an investment in such Purchased Shares and such Acquired Shares and determined that such Purchased Shares and such Acquired Shares are PURCHASER is not participating, pursuant to a suitable investment for such Purchaser and that such Purchaser is able at this time and contractual agreement, in the foreseeable future to bear distribution of the economic risk of a total loss of such Purchaser’s investment in the Company. Such Purchaser acknowledges specifically that a possibility of total loss existsSecurities. j. In (i) If PURCHASER is purchasing the Securities subscribed for hereby in a representative or fiduciary capacity, the representations and warranties in this Securities Purchase Agreement shall be deemed to have been made on behalf of the person or persons for whom PURCHASER is so purchasing. (j) PURCHASER acknowledges that it has received and reviewed carefully the Offering Memorandum to which a form of this Securities Purchase Agreement is attached, and all other exhibits thereto. (k) PURCHASER acknowledges that, in making its the decision to purchase such Purchased Shares the Securities subscribed for, it has relied upon independent investigations made by it and its purchaser representatives, if any, and PURCHASER, and such Acquired Sharesrepresentatives, if any, have, prior to any sale to it, been given access and the opportunity to examine all material books and records of ISSUER, all material contracts and documents relating to this offering and an opportunity to ask questions of, and to receive answers from ISSUER or any person acting on its behalf concerning the terms and conditions of this offering. PURCHASER and its advisors, if any, have been furnished with access to all publicly available materials relating to the business, finances and operations of the ISSUER and materials relating to the offer and sale of the Securities which have been requested. PURCHASER and its advisors, if any, have received complete and satisfactory answers to any such Purchaser has relied solely upon independent investigation made by such Purchaserinquiries. k. Such Purchaser (l) PURCHASER understands and agrees that no federal or state agency has passed upon made or endorsed the merits of the offering of such Shares or made will make any findings finding or determination as relating to the fairness for public investment in the Securities, or has passed or made, or will pass on or make, any recommendation or endorsement of this investmentthe Securities. l. Such Purchaser (m) If PURCHASER is a partnership, corporation or trust, the person executing this Securities Purchase Agreement on its behalf represents and warrants that: (1) He or she has been made due inquiry to determine the truthfulness of the representations and warranties made pursuant to this Securities Purchase Agreement; and that (2) He or she is duly formed or incorporated authorized to make this investment and is validly existing in good standing under the Laws of its jurisdiction of incorporation or formation, with full power, authority and capacity to enter into, deliver and perform its obligations under this Agreement and has taken all actions required to enter into and execute this Securities Purchase Agreement and to complete the purchase on behalf of such Purchased Shares and such Acquired Shares contemplated hereunderentity. m. The execution (n) PURCHASER has legal power and delivery of this Agreement by such Purchaser and the compliance by such Purchaser with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Purchaser; (ii) result in any violation of the provisions of the organizational documents of such Purchaser; or (iii) provided that the Required Approvals have been obtained, result in any violation of any Law or Governmental Order applicable to such Purchaser, except (in the case of clauses (i) or (iii) above) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser authority to enter into and perform its obligations under this Securities Purchase Agreement and to consummate the transactions contemplated hereby. n. (o) This Securities Purchase Agreement has been duly authorized, executed and delivered by such Purchaser PURCHASER and is constitutes a legal, valid and binding obligation of PURCHASER, enforceable against such Purchaser PURCHASER in accordance with its terms. (p) The execution and delivery of this Securities Purchase Agreement and the performance of the obligations imposed hereunder will not result in a violation of any order, except as may be limited decree or otherwise affected by (i) bankruptcyjudgment of any court or governmental agency having jurisdiction over PURCHASER or PURCHASER's properties, insolvencywill not conflict with, fraudulent conveyanceconstitute a default under, reorganizationor result in the breach of, moratorium any contract, agreement or other Laws relating instrument to which PURCHASER is a party or affecting is otherwise bound and no consent, authorization or order of, or filing or registration with, any court or governmental agency is required for the rights execution, delivery and performance of creditors generally, and (ii) principles of equity, whether considered at law or equitythis Securities Purchase Agreement. o. Neither the due diligence investigation conducted by such Purchaser in connection with making its decision to acquire such Purchased Shares and such Acquired Shares nor any representations and warranties made by such Purchaser herein shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s and Seller’s respective representations and warranties contained herein. p. The Purchase Price payable by such Purchaser (q) There is not directly or indirectly derived, obtained, received, taken, acquired, or gained, and does not stem, from any violation by such Purchaser or any of its directors, officers, employees, affiliates or, to such Purchaser’s knowledge, any of its agents or other persons authorized to act on behalf of such Purchaser of any Laws or regulations concerning money laundering, corruption, or bribery of any jurisdiction, any rules and regulations thereunder, or any related or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, litigation or proceeding with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to such Purchaser’s knowledgethe best knowledge of PURCHASER threatened, threatened against PURCHASER which would have an effect on the validity or performance of this Securities Purchase Agreement. (r) PURCHASER understands and acknowledges that the acceptance of a Purchase by or before any Governmental Authority involving such Purchaser ISSUER does not constitute a determination by ISSUER that an investment in the Securities is suitable for the PURCHASER. The final determination of the suitability of investment in the Securities must be made by the PURCHASER and his, her or its directors, officers, employees, agents, affiliates, or other persons authorized to act on behalf of such Purchaser. q. Such Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals advisors. The foregoing representations and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States warranties are true and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) a Designated National accurate as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such Purchaser is not a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”). To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by such Purchaser and used to purchase its Purchased Shares and to acquire its Acquired Shares were legally derived. r. As of the date hereof, such Purchaser has available to itshall be true and accurate as of the date of the acceptance by ISSUER of PURCHASER's subscription, and at shall survive thereafter. If PURCHASER has knowledge, prior to the Closing acceptance of this Securities Purchase Agreement by ISSUER, that any such Purchaser will have, sufficient funds to enable it to pay the portion of the Purchase Price payable by such Purchaser in accordance with this Agreement. s. Such Purchaser understands that the foregoing representations and warranties shall not be deemed material true and accurate in any respect, PURCHASER, prior to have been relied upon by such acceptance, will give written notice of such fact to ISSUER specifying which representations and warranties are not true and accurate and the Company, Seller and FPACreasons therefor.

Purchaser Representations and Warranties. Each Purchaser solely as to itselfPurchaser, severally but and not jointly, represents and warrants to the Company, Seller and FPAC that, as it itself: a. Such Purchaser (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring its Purchased Shares and its Acquired Shares only for its own account and not for the account of others, or if such Purchaser is purchasing such Purchased Shares and such Acquired Shares as a fiduciary or agent for one or more investor accounts, such Purchaser has full investment discretion with respect to each such account, and itself to the Company as of the date hereof as follows: (a) Such Purchaser has the full power and authority to make the acknowledgements, representations execute and agreements herein on behalf deliver this Agreement and to perform all of each owner of each such accountits obligations hereunder and thereunder, and to purchase, acquire and accept delivery of the Purchased Securities. (iiib) is The Purchased Securities are being acquired for such Purchaser’s own account and not acquiring such Purchased Shares and such Acquired Shares with a view to, or for offer or sale in connection withintention of, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A). Such Purchaser is not an entity formed for the specific purpose of acquiring such Purchased Shares and such Acquired Shares. b. Following completion of the transfer of ownership and title of the Purchased Shares from Seller to such Purchaser pursuant to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein1933 Act, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares to the Company free and clear of all liens and encumbrances so that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under or any applicable state securities Laws. c. (c) Such Purchaser is knowledgeable in financial matters and is able to evaluate the risks and benefits of an investment in the Purchased Securities. Such Purchaser understands and acknowledges that such investment is a speculative venture, involves a high degree of risk and is subject to complete risk of loss. Such Purchaser has carefully considered and has, to the extent such Purchaser deems necessary, discussed with such Purchaser’s professional legal, tax, accounting and financial advisers the suitability of its investment in the Purchased Shares and such Acquired Shares are being offered Securities. (d) Such Purchaser is able to bear the economic risk of its investment in a transaction not involving any public offering within the meaning Purchased Securities for an indefinite period of time because the Purchased Securities Act and that such Purchased Shares and such Acquired Shares have not been registered under the Securities Act1933 Act and, therefore, cannot be sold unless subsequently registered under the 1933 Act or an exemption from such registration is available. Such Purchaser understands that such Purchased Shares and such Acquired Shares may not be resold, transferred, pledged or otherwise disposed of by such Purchaser absent an effective registration statement under the Securities Act except Purchaser: (i) understands and acknowledges that the Purchased Securities being issued to the issuer of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S Purchaser have not been registered under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities 1933 Act, and in each of cases (i) and (iii) in accordance with any applicable nor under the securities Laws of the states and other jurisdictions of the United Statesany state, and that such Purchased Shares and such Acquired Shares will be subject to a restrictive legend to such effect. Such Purchaser acknowledges that such Purchased Shares and such Acquired Shares will not be eligible for resale pursuant to Rule 144A promulgated nor under the Securities Act. Such Purchaser understands and agrees that such Purchased Shares and such Acquired Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, such Purchaser may not be able to readily resell such Purchased Shares and such Acquired Shares and may be required to bear the financial risk of an investment in such Purchased Shares and such Acquired Shares for an indefinite period of time. Such Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer Laws of any of such Purchased Shares and such Acquired Shares. d. Such Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to such Purchaser, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement (and any other Transaction Documents or agreements executed and delivered in connection with the Transaction to which such Purchaser is party, if any). e. Such Purchaser’s acquisition and holding of such Purchased Shares and such Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Law. f. Such Purchaser acknowledges and agrees that such Purchaser has received such information as such Purchaser deems necessary in order to make an investment decision with respect to such Purchased Shares and such Acquired Shares, including, with respect to the Company, the Transaction and the Target. Such Purchaser represents and agrees that such Purchaser and such Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as such Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Purchased Shares and the Acquired Shares. g. Such Purchaser became aware of this offering of such Purchased Shares and such Shares solely by means of direct contact between such Purchaser, Seller and the Company or their respective representatives, and such Purchased Shares and such Shares were offered to such Purchaser solely by direct contact between such Purchaser, Seller and the Company or their respective representatives. Such Purchaser did not become aware of this offering of such Purchased Shares and such Shares, nor were such Purchased Shares and such Shares offered to such Purchaser, by any other means. Such Purchaser acknowledges that Seller and the Company each represents and warrants that such Purchased Shares and such Acquired Shares, as applicable, (i) were not offered by any form of general solicitation or general advertising country and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities Laws. h. Such Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such Purchased Shares and such Acquired Shares. Such Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in such Purchased Shares and such Acquired Shares, and such Purchaser has sought such accounting, legal and tax advice as such Purchaser has considered necessary to make an informed investment decision. i. Alone, or together with any professional advisor(s), such Purchaser has adequately analyzed and fully considered the risks of an investment in such Purchased Shares and such Acquired Shares and determined that such Purchased Shares and such Acquired Shares are a suitable investment for such Purchaser and that such Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total loss of such Purchaser’s investment in the Company. Such Purchaser acknowledges specifically that a possibility of total loss exists. j. In making its decision to purchase such Purchased Shares and such Acquired Shares, such Purchaser has relied solely upon independent investigation made by such Purchaser. k. Such Purchaser understands and agrees recognizes that no federal or state public agency has passed upon the accuracy or endorsed adequacy of any information provided to such Purchaser or the merits fairness of the terms of its investment in the Purchased Securities. (e) Such Purchaser has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Purchased Securities and has had full access to such Shares or made any findings or determination other information concerning the Company as to the fairness of this investmenthas been requested. l. Such Purchaser has been duly formed or incorporated (f) This Agreement constitutes the legal, valid and is validly existing in good standing under the Laws of its jurisdiction of incorporation or formation, with full power, authority and capacity to enter into, deliver and perform its obligations under this Agreement and has taken all actions required to enter into this Agreement and to complete the purchase of such Purchased Shares and such Acquired Shares contemplated hereunder. m. The execution and delivery of this Agreement by such Purchaser and the compliance by such Purchaser with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets binding obligation of such Purchaser; (ii) result in any violation of the provisions of the organizational documents of such Purchaser; or (iii) provided that the Required Approvals have been obtained, result in any violation of any Law or Governmental Order applicable to such Purchaser, except (in the case of clauses (i) or (iii) above) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. n. This Agreement has been duly authorized, executed and delivered by such Purchaser and is enforceable against such Purchaser in accordance with its terms, except and the execution, delivery and performance of this Agreement by such Purchaser does not and will not conflict with, violate or cause a breach of any Contract to which such Purchaser is a party or any Order to which such Purchaser is subject. (g) Such Purchaser became aware of the offering of the Purchased Securities other than by means of general advertising or general solicitation. (h) Such Purchaser is an “accredited investor” as that term is defined under the 1933 Act and Regulation D promulgated thereunder, as amended by Section 413 of the Private Fund Investment Advisers Registration Act of 2010 and any applicable rules or regulations or interpretations thereof promulgated by the SEC or its staff. (i) Such Purchaser acknowledges that the certificates for the Purchased Shares will contain a legend substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.” Subject to any lock-up or other similar agreement that may apply to the Purchased Shares as may be limited or otherwise affected by specifically agreed to with an applicable Purchaser, the requirement that the Purchased Shares contain the legend set forth in clause (i) bankruptcyabove shall cease and terminate when such shares are transferred pursuant to Rule 144 promulgated under the 1933 Act. Upon the consummation of an event described in the immediately preceding sentence, insolvencythe Company, fraudulent conveyanceupon surrender of certificates containing such legend, reorganizationshall, moratorium at its own expense (without the need for any opinion of counsel for a Purchaser), deliver to the holder of any such securities as to which the requirement for such legend shall have terminated, one or other Laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equitymore new certificates evidencing such securities not bearing such legend. o. Neither the due diligence investigation conducted by such (j) Each Purchaser in connection with making its decision to acquire such Purchased Shares and such Acquired Shares nor any representations and warranties made by such Purchaser herein shall modify, amend holding 20% or affect such Purchaser’s right to rely on the truth, accuracy and completeness more of the Company’s and Seller’s respective representations and warranties contained herein. p. The Purchase Price payable by voting equity securities (as used in Rule 506(d)(1) of the 0000 Xxx) represents that neither (i) such Purchaser is not directly or indirectly derivedPurchaser, obtained, received, taken, acquired, or gained, and does not stem, from any violation by such Purchaser or (ii) any of its directors, executive officers, employees, affiliates or, to such Purchaser’s knowledge, any of its agents other officers that may serve as a director or other persons authorized to act on behalf of such Purchaser officer of any Laws company in which it invests, general partners or regulations concerning money launderingmanaging members, corruption, or bribery of any jurisdiction, any rules and regulations thereunder, or any related or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, or proceeding with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to such Purchaser’s knowledge, threatened by or before any Governmental Authority involving such Purchaser or its directors, officers, employees, agents, affiliates, or other persons authorized to act on behalf of such Purchaser. q. Such Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“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) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or nor (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such Purchaser is not a financial institution subject to any beneficial owner of the Bank Secrecy Act Company’s voting equity securities (31 U.S.C. Section 5311 et seq.in accordance with Rule 506(d) (of the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”). To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed to ensure that the funds 0000 Xxx) held by such Purchaser is subject to any Disqualification Event, except for Disqualification Events covered by Rule 506(d)(2) or (d)(3) under the 1933 Act and used to purchase its Purchased Shares and to acquire its Acquired Shares were legally derived. r. As disclosed reasonably in advance of the date hereof, such Purchaser has available Closing in writing in reasonable detail to it, and at the Closing such Purchaser will have, sufficient funds to enable it to pay the portion of the Purchase Price payable by such Purchaser in accordance with this Agreement. s. Such Purchaser understands that the foregoing representations and warranties shall be deemed material and to have been relied upon by the Company, Seller and FPAC.

Purchaser Representations and Warranties. Each Purchaser solely acknowledges that the Common Stock has not been registered under the Securities Act of 1933, as to itselfamended, severally but not jointly(the “Act”) in reliance upon certain exemptions from registration under the Act. In connection therewith, Purchaser represents and warrants to the Company as follows: (a) Purchaser either has a preexisting personal or business relationship with the Company or its officers, directors or controlling persons, or by reason of its business or financial experience or the business or financial experience of its professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, Seller and FPAC thatdirectly or indirectly, as it itself:could be reasonably assumed to have the capacity to protect its own interests in connection with the transaction contemplated by this Agreement. a. Such (b) Purchaser (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and an institutional “accredited investor” (within the meaning of Rule 501(a) as defined in Regulation D promulgated under the Securities Act. (c) satisfying Purchaser recognizes that an investment in the applicable requirements set forth on Schedule ACompany involves substantial risks. Purchaser has taken full cognizance of and understands all of the risks related to the acquisition of the Common Stock. Purchaser acknowledges that it has successfully considered and has, to the extent Purchaser believes such discussion necessary, discussed with Purchaser’s professional, legal, financial and tax advisers, the suitability of an investment in the Company’s Common Stock for Purchaser’s particular financial and tax situation and has determined that the Common Stock is a suitable investment for him. (iid) Purchaser acknowledges that it has had the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the terms and conditions of this Agreement and its investment in the Common Stock of the Company. Any questions raised by Purchaser have been answers to the satisfaction of Purchaser. The Company has made available to Purchaser all documents and information that Purchaser has requested relating to an investment in the Common Stock of the Company. (e) Purchaser represents and warrants to the Company that it is acquiring its Purchased Shares and its Acquired Shares only the Common Stock for its own account account, for investment only, and not for the account of others, or if such Purchaser is purchasing such Purchased Shares and such Acquired Shares as a fiduciary or agent for one or more investor accounts, such Purchaser has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring such Purchased Shares and such Acquired Shares with a view to, or for offer or sale resale in connection with, any distribution thereof in violation thereof. Purchaser represents and warrants that it does not have any present intention of selling or otherwise transferring the Securities Act (Common Stock or any interest therein. Purchaser acknowledges and shall provide the requested information on Schedule A). Such Purchaser is not an entity formed for the specific purpose of acquiring such Purchased Shares and such Acquired Shares. b. Following completion of the transfer of ownership and title of the Purchased Shares from Seller to such Purchaser pursuant to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares to the Company free and clear of all liens and encumbrances so agrees that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under applicable securities Laws. c. Such Purchaser understands that such Purchased Shares and such Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that such Purchased Shares and such Acquired Shares have not been registered under the Securities Act. Such Purchaser understands that such Purchased Shares and such Acquired Shares Common Stock may not be resoldsold, transferred, pledged or otherwise disposed of by such Purchaser absent an effective without registration statement under the Securities Act except (i) to the issuer of such and applicable state securities laws or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities Laws of the states and other jurisdictions of the United States, and that such Purchased Shares and such Acquired Shares will be subject to a restrictive legend to such effect. Such exemptions therefrom. (f) Purchaser acknowledges that such Purchased Shares and such Acquired Shares will no representations, warranties, covenants or promises have been made concerning the marketability or value of the Common Stock. The Company has not be eligible for resale pursuant agreed with, represented or covenanted to Rule 144A promulgated under Purchaser that the Securities Act. Such Purchaser understands and agrees that such Purchased Shares and such Acquired Shares Common Stock will be subject to transfer restrictions and, as a result of these transfer restrictions, such purchased or redeemed from Purchaser may not be able to readily resell such Purchased Shares and such Acquired Shares and may be required to bear at any time in the financial risk of an investment in such Purchased Shares and such Acquired Shares for an indefinite period of timefuture. Such Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of such Purchased Shares and such Acquired Shares. d. Such Purchaser further acknowledges that there There have been no representations, warranties, covenants and agreements made to such Purchaser, expressly or by implication, other than those representations, warrantiespromises, covenants and agreements included in this Agreement (and any other Transaction Documents or agreements executed and delivered that the Common Stock will be registered under the Act at any time in connection with the Transaction to which such Purchaser is party, if any). e. Such Purchaser’s acquisition and holding of such Purchased Shares and such Acquired Shares will not constitute future or result in a non-exempt prohibited transaction otherwise qualified for sale under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Law. f. Such Purchaser acknowledges and agrees that such Purchaser has received such information as such Purchaser deems necessary in order to make an investment decision with respect to such Purchased Shares and such Acquired Shares, including, with respect to the Company, the Transaction and the Targetsecurities laws. Such Purchaser represents and agrees that such Purchaser and such Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as such Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Purchased Shares and the Acquired Shares. g. Such Purchaser became aware of this offering of such Purchased Shares and such Shares solely by means of direct contact between such Purchaser, Seller and the Company or their respective representatives, and such Purchased Shares and such Shares were offered to such Purchaser solely by direct contact between such Purchaser, Seller and the Company or their respective representatives. Such Purchaser did not become aware of this offering of such Purchased Shares and such Shares, nor were such Purchased Shares and such Shares offered to such Purchaser, by any other means. Such Purchaser acknowledges that Seller and the Company each represents and warrants that such Purchased Shares and such Acquired Shares, as applicable, (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities Laws. h. Such Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such Purchased Shares and such Acquired Shares. Such Purchaser has such knowledge and experience in financial and business matters as to may be capable of evaluating the merits and risks of an investment in such Purchased Shares and such Acquired Shares, and such Purchaser has sought such accounting, legal and tax advice as such Purchaser has considered necessary to make an informed investment decision. i. Alone, or together with any professional advisor(s), such Purchaser has adequately analyzed and fully considered the risks of an investment in such Purchased Shares and such Acquired Shares and determined that such Purchased Shares and such Acquired Shares are a suitable investment for such Purchaser and that such Purchaser is able at this time and in the foreseeable future required to bear the economic risk of a total loss of such Purchaser’s an investment in the Company. Such Purchaser acknowledges specifically that a possibility ’s Common Stock for an indefinite period of total loss existstime. j. In making its decision to purchase such Purchased Shares and such Acquired Shares, such Purchaser has relied solely upon independent investigation made by such Purchaser. k. Such Purchaser understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of such Shares or made any findings or determination as to the fairness of this investment. l. Such Purchaser has been duly formed or incorporated and is validly existing in good standing under the Laws of its jurisdiction of incorporation or formation, with full power, authority and capacity to enter into, deliver and perform its obligations under this Agreement and has taken all actions required to enter into this Agreement and to complete the purchase of such Purchased Shares and such Acquired Shares contemplated hereunder. m. (g) The execution and delivery of this Agreement by such Purchaser and the compliance by such Purchaser with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Purchaser; (ii) result in any violation of the provisions of the organizational documents of such Purchaser; or (iii) provided that the Required Approvals have been obtained, result in any violation of any Law or Governmental Order applicable to such Purchaser, except (in the case of clauses (i) or (iii) above) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. n. This Agreement has been duly authorized, executed and delivered by such Purchaser and is enforceable against such Purchaser in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. o. Neither the due diligence investigation conducted by such Purchaser in connection with making its decision to acquire such Purchased Shares and such Acquired Shares nor any representations and warranties made by such Purchaser herein shall modify, amend or affect such Purchaser’s right to rely on are made by Purchaser with the truth, accuracy and completeness of the Company’s and Seller’s respective representations and warranties contained herein. p. The Purchase Price payable by such Purchaser is not directly or indirectly derived, obtained, received, taken, acquired, or gained, and does not stem, from any violation by such Purchaser or any of its directors, officers, employees, affiliates or, to such Purchaser’s knowledge, any of its agents or other persons authorized to act on behalf of such Purchaser of any Laws or regulations concerning money laundering, corruption, or bribery of any jurisdiction, any rules and regulations thereunder, or any related or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, or proceeding with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to such Purchaser’s knowledge, threatened by or before any Governmental Authority involving such Purchaser or its directors, officers, employees, agents, affiliates, or other persons authorized to act on behalf of such Purchaser. q. Such Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“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) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such Purchaser is not a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”). To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed to ensure intent that the funds held by such Purchaser and used to purchase its Purchased Shares and to acquire its Acquired Shares were legally derived. r. As of the date hereof, such Purchaser has available to it, and at the Closing such Purchaser will have, sufficient funds to enable it to pay the portion of the Purchase Price payable by such Purchaser in accordance with this Agreement. s. Such Purchaser understands that the foregoing representations and warranties shall they be deemed material and to have been relied upon by the Company in determining the suitability of Purchaser as an acquirer of the Common Stock. In addition, Purchaser undertakes to notify the Company immediately of any change in any representation, warranty or other information relating to Purchaser set forth herein. Purchaser hereby agrees that such representations and warranties and any agreement, undertakings and acknowledgments herein shall survive the acquisition of the Common Stock, and Purchaser hereby agrees to indemnify the Company, Seller each of its affiliates and FPACeach of its and their respective officers and directors and hold them harmless from and against any and all loss, damages, liability or expense, including costs and reasonable attorneys’ fees, which they may incur by reason of or in connection with any misrepresentation or breach of representation, warranty or covenant of Purchaser set forth in this Agreement.

Purchaser Representations and Warranties. Each The Purchaser solely as to itself, severally but not jointlyhereby acknowledges, represents and warrants to to, and agrees with, the Company, Seller Company and FPAC that, its affiliates as it itselffollows: a. Such Purchaser (ia) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring its Purchased Shares and its Acquired Shares only for its own account and not for the account of others, or if such Purchaser is purchasing such Purchased Shares and such Acquired Shares as a fiduciary or agent for one or more investor accounts, such The Purchaser has full received, read carefully and understands the Documents and has had an adequate opportunity to consult his own attorney, accountant or investment discretion advisor (his "Advisors") with respect to each the suitability of the investment contemplated hereby for the Purchaser. The Purchaser further acknowledges that the Purchaser and his Advisors have also made such accountother investigation, review, examination and inquiry concerning the Company and its business and affairs as they have deemed appropriate so as to understand the nature of the investment in the Shares, including without limitation, the merits and risks thereof. (b) The Purchaser is acquiring the Shares for the Purchaser's own account as principal, not as a nominee or agent, for investment purposes only, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring such Purchased Shares and such Acquired Shares with a view to, or for offer for, resale, distribution or sale fractionalization thereof in connection with, any distribution thereof whole or in part in violation of the Securities Act (and shall provide Act. Further, the requested information on Schedule A). Such Purchaser is does not an entity formed for the specific purpose of acquiring such Purchased Shares and such Acquired Shares. b. Following completion of the have any contract, undertaking, agreement or arrangement with any person to sell, transfer of ownership and title of the Purchased Shares from Seller or grant participations to such Purchaser pursuant person or to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares to the Company free and clear of all liens and encumbrances so that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under applicable securities Laws. c. Such Purchaser understands that such Purchased Shares and such Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that such Purchased Shares and such Acquired Shares have not been registered under the Securities Act. Such Purchaser understands that such Purchased Shares and such Acquired Shares may not be resold, transferred, pledged or otherwise disposed of by such Purchaser absent an effective registration statement under the Securities Act except (i) to the issuer of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities Laws of the states and other jurisdictions of the United States, and that such Purchased Shares and such Acquired Shares will be subject to a restrictive legend to such effect. Such Purchaser acknowledges that such Purchased Shares and such Acquired Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Such Purchaser understands and agrees that such Purchased Shares and such Acquired Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, such Purchaser may not be able to readily resell such Purchased Shares and such Acquired Shares and may be required to bear the financial risk of an investment in such Purchased Shares and such Acquired Shares for an indefinite period of time. Such Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of such Purchased Shares and such Acquired Shares. d. Such Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to such Purchaser, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement (and any other Transaction Documents or agreements executed and delivered in connection with the Transaction to which such Purchaser is party, if any). e. Such Purchaser’s acquisition and holding of such Purchased Shares and such Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Law. f. Such Purchaser acknowledges and agrees that such Purchaser has received such information as such Purchaser deems necessary in order to make an investment decision with respect to such Purchased Shares and such Acquired Shares, includingthird person, with respect to the CompanyShares for which the Purchaser is subscribing. (c) The Purchaser has full power and authority to enter into this Subscription Agreement and the Registration Rights Agreement. The execution and delivery of this Subscription Agreement and the Registration Rights Agreement has been duly authorized by the Purchaser, and this Subscription Agreement constitutes a valid and legally binding obligation of the Purchaser. (d) The Purchaser acknowledges the Purchaser's understanding that the offering and sale of the Shares is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) thereof and the provisions of Regulation D promulgated thereunder ("Regulation D"). In furtherance thereof, the Transaction and the Target. Such Purchaser represents and warrants to and agrees with the Company and its affiliates as follows: (i) The Purchaser understands that the basis for the exemption from registration may not be present if, notwithstanding such representations, the Purchaser's intention is merely to acquire the Shares for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. Accordingly, the Purchaser does not have any such intention; (ii) The Purchaser has the financial ability to bear the economic risk of the Purchaser's investment, which is speculative in nature, has adequate means for providing for the Purchaser's current needs and such Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers personal contingencies and obtain such information as such Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision has no need for liquidity with respect to the Purchased Shares and Purchaser's investment in the Acquired Shares.Company; and g. Such Purchaser became aware of this offering of such Purchased Shares and such Shares solely by means of direct contact between such Purchaser, Seller and the Company or their respective representatives, and such Purchased Shares and such Shares were offered to such Purchaser solely by direct contact between such Purchaser, Seller and the Company or their respective representatives. Such Purchaser did not become aware of this offering of such Purchased Shares and such Shares, nor were such Purchased Shares and such Shares offered to such Purchaser, by any other means. Such Purchaser acknowledges that Seller and the Company each represents and warrants that such Purchased Shares and such Acquired Shares, as applicable, (iiii) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities Laws. h. Such Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such Purchased Shares and such Acquired Shares. Such The Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an the prospective investment in the Shares. If other than an individual, the Purchaser also represents it has not been organized for the purpose of acquiring the Shares. (e) The Purchaser is an "accredited investor," as that term is defined in Rule 501 of Regulation D (as described in Appendix I hereto). (f) The Purchaser: (i) Has been furnished with copies of the Documents. The Purchaser acknowledges and agrees that the Documents supercede all written information regarding the Company that the Purchaser may have received prior to the date of the Documents. The Purchaser has carefully read the Documents and has relied solely (except as indicated in subsections (ii) and (iii) below) on the information contained in the Documents (including all exhibits thereto), provided, however, that the foregoing does not limit or modify the representations and warranties of the Company contained in Section 3 hereof or the right of the Purchaser to rely thereon; (ii) Has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning the offering of the Shares hereunder and the Company to the extent the Company possesses such Purchased information or can acquire it without unreasonable effort or expense; (iii) Has been given the opportunity for a reasonable period of time prior to the date hereof to ask questions of, and receive answers from, the Company or its representatives concerning the terms and conditions of the offering of the Shares and such Acquired Sharesother matters pertaining to this investment, and has been given the opportunity for a reasonable period of time prior to the date hereof to obtain such Purchaser has sought such accounting, legal and tax advice as such Purchaser has considered additional information necessary to make an informed investment decision.verify the accuracy of the information contained in the Documents or that which was otherwise provided in order for the Purchaser to evaluate the merits and risks of purchase of the Shares to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; i. Alone, or together (iv) Has not been furnished with any professional advisor(s), such Purchaser has adequately analyzed and fully considered oral representation or oral information in connection with the risks offering of an investment the Shares which is not contained herein or in such Purchased Shares and such Acquired Shares and the Documents; and (v) Has determined that such Purchased Shares and such Acquired the Shares are a suitable investment for such the Purchaser and that such Purchaser is able at this time the Purchaser could bear a complete loss of such investment. (g) The Purchaser is not relying on the Company or its affiliates with respect to economic considerations involved in this investment. (h) This offer is not transferable or assignable by the Purchaser unless the Purchaser complies with the terms of transfer hereof. The Purchaser further represents, warrants and agrees that the Purchaser will not sell or otherwise transfer any of the Shares issued in connection with the foreseeable future to this Subscription Agreement, without registration under the Securities Act or an exemption therefrom, and that the Purchaser fully understands and agrees that the Purchaser must bear the economic risk of a total loss the Purchaser's purchase because, among other reasons, none of the Shares have been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless subsequently registered under the Securities Act and under the applicable securities laws of such Purchaser’s investment states or an exemption from such registration is available. In particular, the Purchaser is aware that the Shares are "restricted securities," as such term is defined in Rule 144 promulgated under the Securities Act ("Rule 144"), and may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Purchaser also understands that, except as otherwise provided in the CompanyRegistration Rights Agreement, the Company is under no obligation to register any of the Shares on the Purchaser's behalf or to assist the Purchaser in complying with any exemption from registration under the Securities Act or applicable state securities laws. Such The Purchaser acknowledges specifically further understands that a possibility sales or transfers of total loss existsthe Shares are further restricted by state securities laws and the provisions of this Subscription Agreement. j. In making its decision (i) No representations or warranties have been made to purchase such Purchased the Purchaser by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained herein, and in subscribing for the Shares and such Acquired Shares, such the Purchaser is not relying upon any representations other than those contained herein. (j) Any information which the Purchaser has relied solely upon independent investigation made by heretofore furnished to the Company with respect to the Purchaser's financial position and business experience is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such Purchaserinformation, the Purchaser will immediately furnish such revised or corrected information to the Company. k. Such (k) The Purchaser understands and agrees that no federal the certificates for the Shares shall bear the following legend, or a similar legend to the same effect, until (i) the Shares shall have been registered under the Securities Act pursuant to the Registration Rights Agreement and effectively been disposed of in accordance with a registration statement that has been declared effective; or (ii) in the opinion of counsel for the Company such Shares may be sold without registration under the Securities Act or any applicable "Blue Sky" or state securities laws: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND ALL SUCH SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN THIS CERTIFICATE. THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT REGISTRATION UNDER THE ACT." (l) The Purchaser's overall commitment to investments which are not readily marketable is not disproportionate to the Purchaser's net worth, and an investment in the Shares pursuant to the offering hereunder will not cause such overall commitment to become excessive. (m) The Purchaser: is not (i) a director, officer, or substantial security holder of the Company (a "Related Party"), (ii) a subsidiary, affiliate or other closely-related person of a Related Party, or (iii) any person, company or entity in which a Related Party has a substantial direct or indirect interest. (n) No Federal or state agency has passed upon or endorsed the merits of the offering of such Shares or made any findings or determination as to the fairness of this investment. l. Such Purchaser has been duly formed or incorporated and is validly existing in good standing under the Laws of its jurisdiction of incorporation or formation, with full power, authority and capacity to enter into, deliver and perform its obligations under this Agreement and has taken all actions required to enter into this Agreement and to complete the purchase of such Purchased Shares and such Acquired Shares contemplated hereunder. m. The execution and delivery of this Agreement by such Purchaser and the compliance by such Purchaser with all offering of the provisions of this Agreement and the consummation of the transactions contemplated herein will not Shares hereunder (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Purchaser; (ii) result in any violation of the provisions of the organizational documents of such Purchaser; or (iii) provided that the Required Approvals have been obtained, result in any violation of any Law or Governmental Order applicable to such Purchaser, except (in the case of clauses (i) or (iii) above) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. n. This Agreement has been duly authorized, executed and delivered by such Purchaser and is enforceable against such Purchaser in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. o. Neither the due diligence investigation conducted by such Purchaser in connection with making its decision to acquire such Purchased Shares and such Acquired Shares nor any representations and warranties made by such Purchaser herein shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s and Seller’s respective representations and warranties contained herein. p. The Purchase Price payable by such Purchaser is not directly or indirectly derived, obtained, received, taken, acquired, or gained, and does not stem, from any violation by such Purchaser or any of its directors, officers, employees, affiliates or, to such Purchaser’s knowledge, any of its agents or other persons authorized to act on behalf of such Purchaser of any Laws or regulations concerning money laundering, corruption, or bribery of any jurisdiction, any rules and regulations thereunderpart thereof) for public investment, or any related recommendation or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority endorsement of the Shares (or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”part thereof); and no action, suit, or proceeding with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to such Purchaser’s knowledge, threatened by or before any Governmental Authority involving such Purchaser or its directors, officers, employees, agents, affiliates, or other persons authorized to act on behalf of such Purchaser. q. Such Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“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) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such Purchaser is not a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”). To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by such Purchaser and used to purchase its Purchased Shares and to acquire its Acquired Shares were legally derived. r. As of the date hereof, such Purchaser has available to it, and at the Closing such Purchaser will have, sufficient funds to enable it to pay the portion of the Purchase Price payable by such Purchaser in accordance with this Agreement. s. Such Purchaser understands that the foregoing representations and warranties shall be deemed material and to have been relied upon by the Company, Seller and FPAC.

Purchaser Representations and Warranties. Each Purchaser solely I acknowledge, represent and warrant to, and agree with, the Company as to itself, severally but not jointly, represents and warrants to the Company, Seller and FPAC that, as it itselffollows: a. Such Purchaser (a) (i) my principal address is outside the United States, (ii) I was located outside the United States at the time any offer to buy the Shares was made to me and at the time that the buy order was originated by me, and (iii) I am not a “qualified institutional buyerU.S. person” (as defined in Rule 144A under the Securities Act) and an institutional “accredited investor” (within the meaning of Rule 501(a902(k) under the Securities Act; (b) satisfying Any purchase of the applicable requirements set forth on Schedule A, (ii) is acquiring its Purchased Shares and its Acquired Shares only by me will be for its my own account and not or for the account of others, or if such Purchaser is purchasing such Purchased Shares and such Acquired Shares as a fiduciary or agent for one or more investor accounts, such Purchaser has full other Non U.S. Persons located outside of the United States at the time any offer to buy the Shares was made and at the time that the buy order was originated by me; (c) I and any accounts for which I am acting are acquiring the Shares for investment discretion with respect to each such account, purposes and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring such Purchased Shares and such Acquired Shares with a view to, or for offer or sale in connection with, any to distribution thereof or with any present intention of offering or selling any of the Shares in violation of the Securities Act Act; (and shall provide d) I will not engage in hedging transactions involving the requested information on Schedule A). Such Purchaser is not an entity formed for Shares unless in compliance with the specific purpose of acquiring such Purchased Shares and such Acquired Shares.Securities Act; b. Following completion of the transfer of ownership and title of the Purchased Shares from Seller to such Purchaser pursuant to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares to the Company free and clear of all liens and encumbrances so (e) I understand that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under applicable securities Laws. c. Such Purchaser understands that such Purchased Shares and such Acquired Shares are being offered in a transaction not involving any public offering within the United States within the meaning of the Securities Act and that such Purchased Shares and such Acquired the Shares have not been registered under the Securities Act. Such Purchaser understands Act and that such Purchased the Shares and such Acquired will bear the following legend: (f) I agree to resell the Shares may not be resold, transferred, pledged or otherwise disposed of by such Purchaser absent an effective registration statement under only in accordance with the Securities Act except (i) to the issuer of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning provisions of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities Laws of the states and other jurisdictions of the United States, and that such Purchased Shares and such Acquired Shares will be subject to a restrictive legend to such effect. Such Purchaser acknowledges that such Purchased Shares and such Acquired Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Such Purchaser understands and agrees that such Purchased Shares and such Acquired Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, such Purchaser may not be able to readily resell such Purchased Shares and such Acquired Shares and may be required to bear the financial risk of an investment in such Purchased Shares and such Acquired Shares for an indefinite period of time. Such Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of such Purchased Shares and such Acquired Shares. d. Such Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to such Purchaser, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement (and any other Transaction Documents or agreements executed and delivered in connection with the Transaction to which such Purchaser is party, if any). e. Such Purchaser’s acquisition and holding of such Purchased Shares and such Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Law. f. Such Purchaser acknowledges and agrees that such Purchaser has received such information as such Purchaser deems necessary in order to make an investment decision with respect to such Purchased Shares and such Acquired Shares, including, with respect to the Company, the Transaction and the Target. Such Purchaser represents and agrees that such Purchaser and such Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as such Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Purchased Shares and the Acquired Shares. g. Such Purchaser became aware of this offering of such Purchased Shares and such Shares solely by means of direct contact between such Purchaser, Seller and the Company or their respective representatives, and such Purchased Shares and such Shares were offered to such Purchaser solely by direct contact between such Purchaser, Seller and the Company or their respective representatives. Such Purchaser did not become aware of this offering of such Purchased Shares and such Shares, nor were such Purchased Shares and such Shares offered to such Purchaser, by any other means. Such Purchaser acknowledges that Seller and the Company each represents and warrants that such Purchased Shares and such Acquired Shares, as applicable, (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or pursuant to an available exemption from registration; (g) I acknowledge that you, the Company and others will rely upon my confirmation, acknowledgments and agreements set forth herein and I agree to notify you promptly if any state securities Laws. h. Such Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such Purchased Shares and such Acquired Shares. Such Purchaser has such knowledge and experience in financial and business matters as my representations or warranties herein cease to be capable of evaluating accurate and complete; and (h) I understand that the merits and risks of an investment in such Purchased Shares and such Acquired Shares, and such Purchaser has sought such accounting, legal and tax advice as such Purchaser has considered necessary Company is entitled to make an informed investment decision. i. Alone, or together with any professional advisor(s), such Purchaser has adequately analyzed and fully considered the risks of an investment in such Purchased Shares and such Acquired Shares and determined that such Purchased Shares and such Acquired Shares are a suitable investment for such Purchaser and that such Purchaser is able at rely upon this time and in the foreseeable future to bear the economic risk of a total loss of such Purchaser’s investment in the Company. Such Purchaser acknowledges specifically that a possibility of total loss exists. j. In making its decision to purchase such Purchased Shares and such Acquired Shares, such Purchaser has relied solely upon independent investigation made by such Purchaser. k. Such Purchaser understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of such Shares or made any findings or determination as to the fairness of this investment. l. Such Purchaser has been duly formed or incorporated Acknowledgment and is validly existing in good standing under the Laws of its jurisdiction of incorporation irrevocably authorized to produce this Acknowledgment or formation, with full power, authority and capacity a copy hereof to enter into, deliver and perform its obligations under this Agreement and has taken all actions required to enter into this Agreement and to complete the purchase of such Purchased Shares and such Acquired Shares contemplated hereunder. m. The execution and delivery of this Agreement by such Purchaser and the compliance by such Purchaser with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Purchaser; (ii) result interested party in any violation of the provisions of the organizational documents of such Purchaser; administrative or (iii) provided that the Required Approvals have been obtained, result in any violation of any Law legal proceeding or Governmental Order applicable to such Purchaser, except (in the case of clauses (i) or (iii) above) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. n. This Agreement has been duly authorized, executed and delivered by such Purchaser and is enforceable against such Purchaser in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. o. Neither the due diligence investigation conducted by such Purchaser in connection with making its decision to acquire such Purchased Shares and such Acquired Shares nor any representations and warranties made by such Purchaser herein shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s and Seller’s respective representations and warranties contained herein. p. The Purchase Price payable by such Purchaser is not directly or indirectly derived, obtained, received, taken, acquired, or gained, and does not stem, from any violation by such Purchaser or any of its directors, officers, employees, affiliates or, to such Purchaser’s knowledge, any of its agents or other persons authorized to act on behalf of such Purchaser of any Laws or regulations concerning money laundering, corruption, or bribery of any jurisdiction, any rules and regulations thereunder, or any related or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, or proceeding official inquiry with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to such Purchaser’s knowledge, threatened by or before any Governmental Authority involving such Purchaser or its directors, officers, employees, agents, affiliates, or other persons authorized to act on behalf of such Purchasermatters covered hereby. q. Such Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“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) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such Purchaser is not a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”). To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by such Purchaser and used to purchase its Purchased Shares and to acquire its Acquired Shares were legally derived. r. As of the date hereof, such Purchaser has available to it, and at the Closing such Purchaser will have, sufficient funds to enable it to pay the portion of the Purchase Price payable by such Purchaser in accordance with this Agreement. s. Such Purchaser understands that the foregoing representations and warranties shall be deemed material and to have been relied upon by the Company, Seller and FPAC.

Purchaser Representations and Warranties. Each Purchaser solely as to itselfPurchaser, severally but and not jointly, represents and warrants to the Company, Seller and FPAC that, as it itself: a. Such Purchaser (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring its Purchased Shares and its Acquired Shares only for its own account and not for the account of others, or if such Purchaser is purchasing such Purchased Shares and such Acquired Shares as a fiduciary or agent for one or more investor accounts, such Purchaser has full investment discretion with respect to each such account, and itself to the Company as follows: (a) Such Purchaser has the full power and authority to make the acknowledgements, representations execute and agreements herein on behalf deliver this Agreement and to perform all of each owner of each such accountits obligations hereunder and thereunder, and to purchase, acquire and accept delivery of the Purchased Shares. (iiib) is not acquiring such The Purchased Shares are being acquired for such Purchaser’s own account and such Acquired Shares not with a view to, or for offer or sale in connection withintention of, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A). Such Purchaser is not an entity formed for the specific purpose of acquiring such Purchased Shares and such Acquired Shares. b. Following completion of the transfer of ownership and title of the Purchased Shares from Seller to such Purchaser pursuant to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein1933 Act, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares to the Company free and clear of all liens and encumbrances so that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under or any applicable state securities Laws. c. (c) Such Purchaser is knowledgeable in financial matters and is able to evaluate the risks and benefits of an investment in the Purchased Shares. Such Purchaser understands and acknowledges that such investment is a speculative venture, involves a high degree of risk and is subject to complete risk of loss. Such Purchaser has carefully considered and has, to the extent such Purchaser deems necessary, discussed with such Purchaser’s professional legal, tax, accounting and financial advisers the suitability of its investment in the Purchased Shares. (d) Such Purchaser is able to bear the economic risk of its investment in the Purchased Shares and such Acquired Shares are being offered in a transaction not involving any public offering within for an indefinite period of time because the meaning of the Securities Act and that such Purchased Shares and such Acquired Shares have not been registered under the Securities Act1933 Act and, therefore, cannot be sold unless subsequently registered under the 1933 Act or an exemption from such registration is available. Such Purchaser understands that such Purchased Shares and such Acquired Shares may not be resold, transferred, pledged or otherwise disposed of by such Purchaser absent an effective registration statement under the Securities Act except Purchaser: (i) understands and acknowledges that the Purchased Shares being issued to such Purchaser have not been registered under the issuer 1933 Act, nor under the securities Laws of such securities or a subsidiary thereofany state, nor under the Laws of any other country and (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities Laws of the states and other jurisdictions of the United States, and that such Purchased Shares and such Acquired Shares will be subject to a restrictive legend to such effect. Such Purchaser acknowledges that such Purchased Shares and such Acquired Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Such Purchaser understands and agrees that such Purchased Shares and such Acquired Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, such Purchaser may not be able to readily resell such Purchased Shares and such Acquired Shares and may be required to bear the financial risk of an investment in such Purchased Shares and such Acquired Shares for an indefinite period of time. Such Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of such Purchased Shares and such Acquired Shares. d. Such Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to such Purchaser, expressly or by implicationrecognizes that, other than those representations, warranties, covenants and agreements included in this Agreement (and any other Transaction Documents or agreements executed and delivered in connection with the Transaction to which such Purchaser is party, if any). e. Such Purchaser’s acquisition and holding of such Purchased Shares and such Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Law. f. Such Purchaser acknowledges and agrees that such Purchaser has received such information as such Purchaser deems necessary in order to make an investment decision with respect to such Purchased Shares and such Acquired Shares, including, with respect to the CompanyCompany SEC Documents, no public agency has passed upon the Transaction and accuracy or adequacy of any information provided to such Purchaser or the Target. fairness of the terms of its investment in the Purchased Shares. (e) Such Purchaser represents and agrees that such Purchaser and such Purchaser’s professional advisor(s), if any, have has had the full an opportunity to ask such questions, questions and receive such answers concerning the terms and obtain such information as such Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to conditions of the offering of the Purchased Shares and has had full access to such other information concerning the Acquired SharesCompany as has been requested. g. Such Purchaser became aware (f) This Agreement constitutes the legal, valid and binding obligation of this offering of such Purchased Shares and such Shares solely by means of direct contact between such Purchaser, Seller enforceable in accordance with its terms, and the Company or their respective representativesexecution, delivery and such Purchased Shares and such Shares were offered to such Purchaser solely by direct contact between such Purchaser, Seller and the Company or their respective representatives. Such Purchaser did not become aware of this offering of such Purchased Shares and such Shares, nor were such Purchased Shares and such Shares offered to such Purchaser, by any other means. Such Purchaser acknowledges that Seller and the Company each represents and warrants that such Purchased Shares and such Acquired Shares, as applicable, (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities Laws. h. Such Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such Purchased Shares and such Acquired Shares. Such Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in such Purchased Shares and such Acquired Shares, and such Purchaser has sought such accounting, legal and tax advice as such Purchaser has considered necessary to make an informed investment decision. i. Alone, or together with any professional advisor(s), such Purchaser has adequately analyzed and fully considered the risks of an investment in such Purchased Shares and such Acquired Shares and determined that such Purchased Shares and such Acquired Shares are a suitable investment for such Purchaser and that such Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total loss of such Purchaser’s investment in the Company. Such Purchaser acknowledges specifically that a possibility of total loss exists. j. In making its decision to purchase such Purchased Shares and such Acquired Shares, such Purchaser has relied solely upon independent investigation made by such Purchaser. k. Such Purchaser understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of such Shares or made any findings or determination as to the fairness of this investment. l. Such Purchaser has been duly formed or incorporated and is validly existing in good standing under the Laws of its jurisdiction of incorporation or formation, with full power, authority and capacity to enter into, deliver and perform its obligations under this Agreement and has taken all actions required to enter into this Agreement and to complete the purchase of such Purchased Shares and such Acquired Shares contemplated hereunder. m. The execution and delivery performance of this Agreement by such Purchaser does not and the compliance by such Purchaser with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with with, violate or result in cause a breach or violation of any of the terms agreement, contract or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Purchaser; (ii) result in any violation of the provisions of the organizational documents of such Purchaser; or (iii) provided that the Required Approvals have been obtained, result in any violation of any Law or Governmental Order applicable instrument to such Purchaser, except (in the case of clauses (i) or (iii) above) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. n. This Agreement has been duly authorized, executed and delivered by such Purchaser and is enforceable against such Purchaser in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. o. Neither the due diligence investigation conducted by such Purchaser in connection with making its decision to acquire such Purchased Shares and such Acquired Shares nor any representations and warranties made by such Purchaser herein shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s and Seller’s respective representations and warranties contained herein. p. The Purchase Price payable by which such Purchaser is not directly a party or indirectly derivedany judgment, obtained, received, taken, acquired, order or gained, and does not stem, from any violation by decree to which such Purchaser or any of its directors, officers, employees, affiliates or, to such Purchaser’s knowledge, any of its agents or other persons authorized to act on behalf of such Purchaser of any Laws or regulations concerning money laundering, corruption, or bribery of any jurisdiction, any rules and regulations thereunder, or any related or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, or proceeding with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to such Purchaser’s knowledge, threatened by or before any Governmental Authority involving such Purchaser or its directors, officers, employees, agents, affiliates, or other persons authorized to act on behalf of such Purchasersubject. q. (g) Such Purchaser became aware of the offering of the Purchased Shares other than by means of general advertising or general solicitation. (h) Such Purchaser is not (i) a person or entity named on an “accredited investor” as that term is defined under the List of Specially Designated Nationals 1933 Act and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“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) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such Purchaser is not a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”)Regulation D promulgated thereunder, as amended by Section 413 of the USA PATRIOT Private Fund Investment Advisers Registration Act of 2001 2010 and any applicable rules or regulations or interpretations thereof promulgated by the SEC or its staff. (i) Such Purchaser acknowledges that the certificates for the Purchased Shares will contain a legend substantially as follows: “PATRIOT ActTHE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), and its implementing regulations (collectivelyOR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. Subject to any lock-up or other similar agreement that may apply to the Purchased Shares as may be specifically agreed to with an applicable Purchaser, the “BSA/PATRIOT Act”). To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed to ensure requirement that the funds held by such Purchaser and used to purchase its Purchased Shares contain the legend set forth in clause (i) above shall cease and terminate when such shares are transferred pursuant to acquire its Acquired Shares were legally derived. r. As Rule 144 promulgated under the 1933 Act. Upon the consummation of an event described in the date hereofimmediately preceding sentence, such Purchaser has available to it, and at the Closing such Purchaser will have, sufficient funds to enable it to pay the portion of the Purchase Price payable by such Purchaser in accordance with this Agreement. s. Such Purchaser understands that the foregoing representations and warranties shall be deemed material and to have been relied upon by the Company, Seller and FPACupon surrender of certificates containing such legend, shall, at its own expense (without the need for any opinion of counsel for a Purchaser), deliver to the holder of any such securities as to which the requirement for such legend shall have terminated, one or more new certificates evidencing such securities not bearing such legend.

Purchaser Representations and Warranties. Each In connection with the purchase and sale of the Shares, Purchaser solely as to itself, severally but not jointly, represents and warrants to the Company, Seller and FPAC Company that, as it itself: a. Such (a) Purchaser is acquiring the Shares for Purchaser’s account and with no view to the distribution thereof. Purchaser has no present intent, agreement, understanding or arrangement to sell, assign or transfer all or any part of the Shares, or any interest therein, to any other person. (b) Purchaser (i) is a in connection with its decision to purchase the Shares, relied only upon the Base Prospectus (as hereinafter defined), the Company’s other filings with the U.S. Securities and Exchange Commission (the “qualified institutional buyer” Commission”), the Prospectus Supplement (as defined in Rule 144A under the Securities Act) and an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring its Purchased Shares and its Acquired Shares only for its own account and not for the account of others, or if such Purchaser is purchasing such Purchased Shares and such Acquired Shares as a fiduciary or agent for one or more investor accounts, such Purchaser has full investment discretion with respect to each such accountbelow), and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring such Purchased Shares and such Acquired Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A). Such Purchaser is not an entity formed for the specific purpose of acquiring such Purchased Shares and such Acquired Shares. b. Following completion of the transfer of ownership and title of the Purchased Shares from Seller to such Purchaser pursuant to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares to of the Company free and clear of all liens and encumbrances so that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under applicable securities Laws. c. Such Purchaser understands that such Purchased Shares and such Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that such Purchased Shares and such Acquired Shares have not been registered under the Securities Act. Such Purchaser understands that such Purchased Shares and such Acquired Shares may not be resold, transferred, pledged or otherwise disposed of by such Purchaser absent an effective registration statement under the Securities Act except (i) to the issuer of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities Laws of the states and other jurisdictions of the United States, and that such Purchased Shares and such Acquired Shares will be subject to a restrictive legend to such effect. Such Purchaser acknowledges that such Purchased Shares and such Acquired Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Such Purchaser understands and agrees that such Purchased Shares and such Acquired Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, such Purchaser may not be able to readily resell such Purchased Shares and such Acquired Shares and may be required to bear the financial risk of an investment in such Purchased Shares and such Acquired Shares for an indefinite period of time. Such Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of such Purchased Shares and such Acquired Shares. d. Such Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to such Purchaser, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement (and any other Transaction Documents or agreements executed and delivered in connection with the Transaction to which such Purchaser is party, if any). e. Such Purchaser’s acquisition and holding of such Purchased Shares and such Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Law. f. Such Purchaser acknowledges and agrees that such Purchaser has received such information as such Purchaser deems necessary in order to make an investment decision with respect to such Purchased Shares and such Acquired Shares, including, with respect to the Company, the Transaction and the Target. Such Purchaser represents and agrees that such Purchaser and such Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as such Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Purchased Shares and the Acquired Shares. g. Such Purchaser became aware of this offering of such Purchased Shares and such Shares solely by means of direct contact between such Purchaser, Seller and the Company or their respective representatives, and such Purchased Shares and such Shares were offered to such Purchaser solely by direct contact between such Purchaser, Seller and the Company or their respective representatives. Such Purchaser did not become aware of this offering of such Purchased Shares and such Shares, nor were such Purchased Shares and such Shares offered to such Purchaser, by any other means. Such Purchaser acknowledges that Seller and the Company each represents and warrants that such Purchased Shares and such Acquired Shares, as applicable, (i) were not offered by any form of general solicitation or general advertising contained herein; and (ii) are not being offered in a manner involving a public offering underhas, or in a distribution in violation ofwithout limiting the generality of the foregoing, obtained and read copies of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, as filed with the Commission on March 1, 2010, and as amended on April 13, 2010, and the Company’s Current Reports on Form 8-K filed on March 12, 2010 and March 31, 2010 (such filings, the Securities Act“Disclosure Package”). Further, or any state securities Laws. h. Such Purchaser acknowledges that it is aware that there are substantial risks incident the Prospectus Supplement was made available to Purchaser before this Agreement (or any contractual obligation of Purchaser to purchase the purchase and ownership of such Purchased Shares and such Acquired Shares. Such ) will be deemed to be effective. (c) Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in such Purchased Shares and such Acquired Sharesfull right, and such Purchaser has sought such accounting, legal and tax advice as such Purchaser has considered necessary to make an informed investment decision. i. Alone, or together with any professional advisor(s), such Purchaser has adequately analyzed and fully considered the risks of an investment in such Purchased Shares and such Acquired Shares and determined that such Purchased Shares and such Acquired Shares are a suitable investment for such Purchaser and that such Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total loss of such Purchaser’s investment in the Company. Such Purchaser acknowledges specifically that a possibility of total loss exists. j. In making its decision to purchase such Purchased Shares and such Acquired Shares, such Purchaser has relied solely upon independent investigation made by such Purchaser. k. Such Purchaser understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of such Shares or made any findings or determination as to the fairness of this investment. l. Such Purchaser has been duly formed or incorporated and is validly existing in good standing under the Laws of its jurisdiction of incorporation or formation, with full power, authority and capacity to enter into, deliver and perform its obligations under this Agreement and has taken all actions required to enter into this Agreement and to complete the purchase of such Purchased Shares and such Acquired Shares contemplated hereunder. m. The execution and delivery of this Agreement by such Purchaser and the compliance by such Purchaser with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Purchaser; (ii) result in any violation of the provisions of the organizational documents of such Purchaser; or (iii) provided that the Required Approvals have been obtained, result in any violation of any Law or Governmental Order applicable to such Purchaser, except (in the case of clauses (i) or (iii) above) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. n. This hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and this Agreement has been duly authorized, executed constitutes a valid and delivered by such binding obligation of Purchaser and is enforceable against such Purchaser in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. o. Neither the due diligence investigation conducted by such (d) Purchaser understands that nothing in this Agreement or any other materials presented to Purchaser in connection with making its decision to acquire such Purchased Shares the purchase and such Acquired Shares nor any representations and warranties made by such Purchaser herein shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness sale of the Company’s and Seller’s respective representations and warranties contained herein. p. The Purchase Price payable by such Purchaser is not directly Shares constitutes legal, tax or indirectly derived, obtained, received, taken, acquired, or gained, and does not stem, from any violation by such Purchaser or any of its directors, officers, employees, affiliates or, to such Purchaser’s knowledge, any of its agents or other persons authorized to act on behalf of such Purchaser of any Laws or regulations concerning money laundering, corruption, or bribery of any jurisdiction, any rules and regulations thereunder, or any related or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, or proceeding with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to such Purchaser’s knowledge, threatened by or before any Governmental Authority involving such Purchaser or its directors, officers, employees, agents, affiliates, or other persons authorized to act on behalf of such Purchaser. q. Such Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“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) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bankinvestment advice. Such Purchaser is not a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”). To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by such Purchaser and used to purchase its Purchased Shares and to acquire its Acquired Shares were legally derived. r. As of the date hereof, such Purchaser has available to consulted such legal, tax and investment advisors as it, and at the Closing such Purchaser will havein its sole discretion, sufficient funds to enable it to pay the portion has deemed necessary or appropriate in connection with its purchase of the Purchase Price payable by such Purchaser in accordance with this AgreementShares. s. Such Purchaser understands that the foregoing representations and warranties shall be deemed material and to have been relied upon by the Company, Seller and FPAC.

Purchaser Representations and Warranties. Each In order to induce the Seller to sell the GMET Shares, the Purchaser solely as to itselfhereby represents, severally but not jointly, represents warrants and warrants covenants to the Company, Seller and FPAC that, as it itselffollows: a. Such The Purchaser (i) is a an “qualified institutional buyeraccredited investor” (as defined in Rule 144A 501 of Regulation D promulgated under the Securities Act) and an institutional Act of 1933, as amended (the “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying ”), and will hold the applicable requirements set forth on Schedule A, (ii) is acquiring its Purchased GMET Shares and its Acquired Shares only for its own account for investment purposes only, and not for the account of others, or if such Purchaser is purchasing such Purchased Shares and such Acquired Shares as a fiduciary or agent for one or more investor accounts, such Purchaser has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring such Purchased Shares and such Acquired Shares with a view to, or for offer or sale resale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A). Such Purchaser is not an entity formed for the specific purpose of acquiring such Purchased Shares and such Acquired Shares. b. Following completion of the transfer of ownership and title of the Purchased Shares from Seller to such Purchaser pursuant to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares to the Company free and clear of all liens and encumbrances so that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under applicable securities Laws. c. Such Purchaser understands that such Purchased Shares and such Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that such Purchased Shares and such Acquired Shares have not been registered under the Securities Act. Such Purchaser understands that such Purchased Shares and such Acquired Shares may not be resold, transferred, pledged or otherwise disposed of by such Purchaser absent an effective would require registration statement under the Securities Act except (i) to the issuer of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant the securities laws of any state. The Purchaser will, upon request, execute any additional documents deemed reasonably necessary by the Seller or the Company to another applicable exemption from complete the registration requirements sale, assignment and transfer of the Securities ActGMET Shares. b. This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and in each binding obligation of cases (i) and (iii) the Purchase, enforceable against the Purchaser in accordance with any applicable securities Laws its terms except as may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the states and other jurisdictions enforcement of the United Statescreditors’ rights generally, and that such Purchased Shares and such Acquired Shares will be subject to a restrictive legend to such effect. Such Purchaser acknowledges that such Purchased Shares and such Acquired Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Such Purchaser understands and agrees that such Purchased Shares and such Acquired Shares will be subject to transfer restrictions and, as a result effect of these transfer restrictions, such Purchaser may not be able to readily resell such Purchased Shares and such Acquired Shares and may be required to bear rules of law governing the financial risk availability of an investment in such Purchased Shares and such Acquired Shares for an indefinite period of time. Such Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of such Purchased Shares and such Acquired Sharesequitable remedies. d. Such c. The Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to such Purchaser, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement is (and any other Transaction Documents or agreements executed and delivered in connection a) familiar with the Transaction to which such Purchaser is party, if any). e. Such Purchaser’s acquisition business and holding financial aspects of such Purchased Shares and such Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Law. f. Such Purchaser acknowledges and agrees that such Purchaser has received such information as such Purchaser deems necessary in order to make an investment decision with respect to such Purchased Shares and such Acquired Shares, including, with respect to the Company, (b) entering into this Agreement freely and fully informed of the Transaction past performance of the Company and the Target. Such Purchaser represents and agrees that such Purchaser and such Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as such Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Purchased Shares and the Acquired Shares. g. Such Purchaser became aware potential performance of this offering of such Purchased Shares and such Shares solely by means of direct contact between such Purchaser, Seller and the Company or their respective representativesin the future, (c) an experienced and knowledgeable investor in the oil and gas exploration industry, and such Purchased Shares and such Shares were offered to such Purchaser solely by direct contact between such Purchaser, Seller and the Company or their respective representatives. Such Purchaser did not become aware of this offering of such Purchased Shares and such Shares, nor were such Purchased Shares and such Shares offered to such Purchaser, by any other means. Such Purchaser acknowledges that Seller and the Company each represents and warrants that such Purchased Shares and such Acquired Shares, as applicable, (id) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities Laws. h. Such Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such Purchased Shares and such Acquired Shares. Such Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits of purchasing the GMET Shares. d. The Purchaser acknowledges that (i) prior to entering into this Agreement, the Purchaser accepted the duty to complete its own due diligence and risks has its own satisfactory independent investigation and due diligence of the Company and the Company’s business and prospects, has been furnished all information in connection therewith as the Purchaser or professionals hired by the Purchaser deemed appropriate concerning this Agreement. The Purchaser has had an investment in such Purchased Shares opportunity to ask questions of, and such Acquired receive satisfactory answers from the Company and its representatives or agents concerning the Purchaser’s decision whether to purchase the GMET Shares, and all such Purchaser has sought such accounting, legal and tax advice as such Purchaser has considered necessary questions have been answered to make an informed investment decision. i. Alone, or together with any professional advisor(s), such Purchaser has adequately analyzed and fully considered the risks of an investment in such Purchased Shares and such Acquired Shares and determined that such Purchased Shares and such Acquired Shares are a suitable investment for such Purchaser and that such Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total loss of such Purchaser’s investment in the Companyfull satisfaction. Such Purchaser acknowledges specifically that a possibility of total loss exists. j. In making its decision to purchase such Purchased Shares and such Acquired Shares, such Purchaser has relied solely upon independent investigation made The Seller assumes no responsibility for any information furnished by such Purchaser. k. Such Purchaser understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of such Shares or made any findings or determination as to the fairness of this investment. l. Such Purchaser has been duly formed or incorporated and is validly existing in good standing under the Laws of its jurisdiction of incorporation or formation, with full power, authority and capacity to enter into, deliver and perform its obligations under this Agreement and has taken all actions required to enter into this Agreement and to complete the purchase of such Purchased Shares and such Acquired Shares contemplated hereunder. m. The execution and delivery of this Agreement by such Purchaser and the compliance by such Purchaser with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Purchaser; (ii) result in any violation of the provisions of the organizational documents of such Purchaser; or (iii) provided that the Required Approvals have been obtained, result in any violation of any Law or Governmental Order applicable to such Purchaser, except (in the case of clauses (i) or (iii) above) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. n. This Agreement has been duly authorized, executed and delivered by such Purchaser and is enforceable against such Purchaser in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. o. Neither the due diligence investigation conducted by such Purchaser in connection with making its decision to acquire such Purchased Shares and such Acquired Shares nor any representations and warranties made by such Purchaser herein shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness behalf of the Company’s and Seller’s respective representations and warranties contained herein. p. The Purchase Price payable by such Purchaser is not directly or indirectly derived, obtained, received, taken, acquired, or gained, and the Purchaser agrees to release and hold harmless the Seller and its officers, directors, partners, employees and agents from and against any liability resulting or arising from such information. The Seller does not stemmake or has not made any representations, from any violation by such Purchaser warranties or any of its directors, officers, employees, affiliates or, to such Purchaser’s knowledge, any of its agents or other persons authorized to act on behalf of such Purchaser of any Laws or regulations concerning money laundering, corruption, or bribery of any jurisdiction, any rules and regulations thereunder, or any related or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority or any such jurisdiction (collectivelystatements about the Company, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, or proceeding with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to such Purchaser’s knowledge, threatened by or before any Governmental Authority involving such Purchaser or its directors, officers, employees, agents, affiliates, or other persons authorized to act on behalf of such Purchaser. q. Such Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President value of the United States and administered by OFAC (“OFAC List”), GMET Shares or a person or entity prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such Purchaser is not a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”). To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by such Purchaser and used to purchase its Purchased Shares and to acquire its Acquired Shares were legally derived. r. As of the date hereof, such Purchaser has available to it, and at the Closing such Purchaser will have, sufficient funds to enable it to pay the portion fairness of the Purchase Price payable offered for the GMET Shares. The Purchaser has only relied on statements made by such Purchaser or on behalf of the Company in accordance with this Agreementbasing the decision to purchase the GMET Shares hereunder. s. Such Purchaser understands that the foregoing representations and warranties shall be deemed material and to have been relied upon by the Company, Seller and FPAC.

Purchaser Representations and Warranties. Each The Purchaser solely as to itself, severally but not jointly, represents and warrants to the Company, Seller Company and FPAC that, as it itself: a. Such The Purchaser (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and or an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring its Purchased Shares and its the Acquired Shares only for its own account and not for the account of others, or if such the Purchaser is purchasing such Purchased Shares and such for the Acquired Shares as a fiduciary or agent for one or more investor accounts, such the Purchaser has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring such Purchased Shares and such the Acquired Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A). Such The Purchaser is not an entity formed for the specific purpose of acquiring such Purchased Shares and such the Acquired Shares. b. Following completion of the transfer of ownership and title of the Purchased Shares from Seller to such Purchaser pursuant to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares to the Company free and clear of all liens and encumbrances so that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under applicable securities Laws. c. Such The Purchaser understands that such Purchased Shares and such the Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that such Purchased Shares and such the Acquired Shares have not been registered under the Securities Act. Such The Purchaser understands that such Purchased Shares and such the Acquired Shares may not be resold, transferred, pledged or otherwise disposed of by such the Purchaser absent an effective registration statement under the Securities Act except (i) to the issuer of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities Laws laws of the states and other jurisdictions of the United States, and that such Purchased Shares and such the Acquired Shares will be subject to a restrictive legend to such effect. Such The Purchaser acknowledges that such Purchased Shares and such the Acquired Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Such The Purchaser understands and agrees that such Purchased Shares and such the Acquired Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, such the Purchaser may not be able to readily resell such Purchased Shares and such the Acquired Shares and may be required to bear the financial risk of an investment in such Purchased Shares and such the Acquired Shares for an indefinite period of time. Such The Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of such Purchased Shares and such the Acquired Shares. d. Such c. The Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to such the Purchaser, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement (and any other Transaction Documents or agreements executed and delivered in connection with the Transaction to which such the Purchaser is party, if any). e. Such d. The Purchaser’s acquisition and holding of such Purchased Shares and such the Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Lawlaw. f. Such e. The Purchaser acknowledges and agrees that such the Purchaser has received such information as such the Purchaser deems necessary in order to make an investment decision with respect to such Purchased Shares and such the Acquired Shares, including, with respect to the Company, the Transaction and the Target. Such Without limiting the generality of the foregoing, the Purchaser acknowledges that it has (i) had access to FPAC’s filings with the Securities Exchange Commission (“SEC”) that are publicly available at the SEC’s website at xxx.xxx.xxx, and (ii) received a copy of the Investor Presentation provided by FPAC (collectively, the “Disclosure Package”). The Purchaser represents and agrees that such the Purchaser and such the Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such additional information about the Company, FPAC, the Target and the Transaction as such the Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Purchased Shares and the Acquired Sharesrequested. g. Such f. The Purchaser became aware of this offering of such Purchased Shares and such the Shares solely by means of direct contact between such Purchaserthe Purchaser and the Company, Seller and FPAC or a representative of the Company or their respective representativesFPAC, and such Purchased Shares and such the Shares were offered to such the Purchaser solely by direct contact between such Purchaserthe Purchaser and the Company, Seller and FPAC or a representative of the Company or their respective representativesFPAC. Such The Purchaser did not become aware of this offering of such Purchased Shares and such the Shares, nor were such Purchased Shares and such the Shares offered to such the Purchaser, by any other means. Such The Purchaser acknowledges that Seller and the Company each represents and warrants that such Purchased the Acquired Shares and such Acquired Shares, as applicable, (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities Lawslaws. h. Such g. The Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such Purchased Shares and such the Acquired Shares, including those set forth in the Disclosure Package. Such The Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in such Purchased Shares and such the Acquired Shares, and such the Purchaser has sought such accounting, legal and tax advice as such the Purchaser has considered necessary to make an informed investment decision. i. h. Alone, or together with any professional advisor(s), such the Purchaser has adequately analyzed and fully considered the risks of an investment in such Purchased Shares and such the Acquired Shares and determined that such Purchased Shares and such the Acquired Shares are a suitable investment for such the Purchaser and that such the Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total loss of such the Purchaser’s investment in the Company. Such The Purchaser acknowledges specifically that a possibility of total loss exists. j. i. In making its decision to purchase such Purchased Shares and such the Acquired Shares, such the Purchaser has relied solely upon independent investigation made by such the Purchaser. Without limiting the generality of the foregoing, the Purchaser has not relied on any statements or other information provided by the Placement Agent concerning the Company, the Target or the Acquired Shares. k. Such j. The Purchaser understands and agrees acknowledges that no federal or state agency has passed upon or endorsed the merits of the offering of such the Shares or made any findings or determination as to the fairness of this investmentinvestment or the accuracy or adequacy of the Disclosure Package. l. Such k. The Purchaser has been duly formed or incorporated and is validly existing in good standing under the Laws laws of its jurisdiction of incorporation or formation, with full power, power and authority and capacity to enter into, deliver and perform its obligations under this Agreement and has taken all actions required to enter into this Agreement and to complete the purchase of such Purchased Shares and such Acquired Shares contemplated hereunderAgreement. m. l. The execution execution, delivery and delivery performance by the Purchaser of this Agreement by such Purchaser and are within the compliance by such Purchaser with all powers of the provisions of this Agreement Purchaser, have been duly authorized and the consummation of the transactions contemplated herein will not (i) conflict with constitute or result in a breach or violation default under or conflict with any order, ruling or regulation of any court or other tribunal or of the terms any governmental commission or provisions ofagency, or constitute any agreement or other undertaking, to which the Purchaser is a default underparty or by which the Purchaser is bound, or result in the creation or imposition of and will not violate any lien, charge or encumbrance upon any of the property or assets of such Purchaser; (ii) result in any violation of the provisions of the organizational documents Purchaser’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of such trust or partnership or operating agreement, as may be applicable. The Purchaser; or (iii) provided that the Required Approvals have been obtained, result in any violation of any Law or Governmental Order applicable to such Purchaser, except (in the case of clauses (i) or (iii) above) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect ’s signature on the ability of such Purchaser to enter into and perform its obligations under this Agreement is genuine, and to consummate the transactions contemplated hereby. n. This Agreement signatory has been duly authorizedauthorized and has legal competence and capacity to execute the same, executed and delivered by such Purchaser and this Agreement is enforceable against such the Purchaser in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. o. m. Neither the due diligence investigation conducted by such the Purchaser in connection with making its decision to acquire such Purchased Shares and such the Acquired Shares nor any representations and warranties made by such the Purchaser herein shall modify, amend or affect such the Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s and Seller’s respective representations and warranties contained herein. p. n. The Purchase Price payable by such Purchaser is not directly or indirectly derived, obtained, received, taken, acquired, or gained, and does not stem, from any violation by such Purchaser or any of its directors, officers, employees, affiliates or, to such Purchaser’s knowledge, any of its agents or other persons authorized to act on behalf of such Purchaser of any Laws or regulations concerning money laundering, corruption, or bribery of any jurisdiction, any rules and regulations thereunder, or any related or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, or proceeding with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to such Purchaser’s knowledge, threatened by or before any Governmental Authority involving such Purchaser or its directors, officers, employees, agents, affiliates, or other persons authorized to act on behalf of such Purchaser. q. Such Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“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) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such The Purchaser agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Purchaser is not permitted to do so under applicable law. If the Purchaser is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Purchaser maintains written policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required by applicable lawrequired, such Purchaser it maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such the Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by such the Purchaser and used to purchase its Purchased Shares and to acquire its the Acquired Shares were legally derived. r. As of o. To the date hereofPurchaser’s knowledge, such Purchaser no disclosure or offering document has available to it, and at the Closing such Purchaser will have, sufficient funds to enable it to pay the portion of the Purchase Price payable by such Purchaser in accordance with this Agreement. s. Such Purchaser understands that the foregoing representations and warranties shall be deemed material and to have been relied upon prepared by the Company, Seller FPAC or the Placement Agent in connection with the offer and FPACsale of the Acquired Shares. p. The Purchaser acknowledges that the Placement Agent and each of its directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Company or the Acquired Shares or the accuracy, completeness or adequacy of any information supplied to the undersigned by the Company. q. In connection with the purchase of the Acquired Shares, the Placement Agent has not acted as the Purchaser’s financial advisor or fiduciary. r. Subject to the satisfaction of the terms and conditions of this Agreement, the Purchaser will have sufficient funds to pay the Purchase Price at the Closing. s. The Placement Agent may rely upon these representations and warranties of the Purchaser.

Purchaser Representations and Warranties. Each The Purchaser solely as to itself, severally but not jointly, represents and warrants to the Company, Seller and FPAC other parties hereto that, as it itself: a. Such The Purchaser (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring its the Purchased Shares and its the Acquired Shares only for its own account and not for the account of others, or if such Purchaser is purchasing such Purchased Shares and such Acquired Shares as a fiduciary or agent for one or more investor accounts, such Purchaser has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring such the Purchased Shares and such the Acquired Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A). Such The Purchaser is not an entity formed for the specific purpose of acquiring such the Purchased Shares and such the Acquired Shares. b. Following completion of the transfer of ownership and title of the Purchased Shares from Seller to such Purchaser the Company pursuant to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties hereinwarranties, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares to the Company free and clear of all liens and encumbrances so that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under applicable securities Lawslaws. c. Such The Purchaser understands that such the Purchased Shares and such the Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that such the Purchased Shares and such the Acquired Shares have not been registered under the Securities Act. Such The Purchaser understands that such the Purchased Shares and such the Acquired Shares may not be resold, transferred, pledged or otherwise disposed of by such the Purchaser absent an effective registration statement under the Securities Act except (i) to the issuer of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities Laws laws of the states and other jurisdictions of the United States, and that such the Purchased Shares and such the Acquired Shares will be subject to a restrictive legend to such effect. Such The Purchaser acknowledges that such the Purchased Shares and such the Acquired Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Such The Purchaser understands and agrees that such the Purchased Shares and such the Acquired Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, such the Purchaser may not be able to readily resell such the Purchased Shares and such the Acquired Shares and may be required to bear the financial risk of an investment in such the Purchased Shares and such the Acquired Shares for an indefinite period of time. Such The Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of such the Purchased Shares and such the Acquired Shares. d. Such The Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to such the Purchaser, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement (and any other Transaction Documents or agreements executed and delivered in connection with the Transaction to which such the Purchaser is party, if any). e. Such The Purchaser’s acquisition and holding of such the Purchased Shares and such the Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Lawlaw. f. Such The Purchaser acknowledges and agrees that such the Purchaser has received such information as such the Purchaser deems necessary in order to make an investment decision with respect to such the Purchased Shares and such the Acquired Shares, including, with respect to the Company, the Transaction and the Target. Such The Purchaser represents and agrees that such the Purchaser and such the Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as such the Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Purchased Shares and the Acquired Shares. g. Such The Purchaser became aware of this offering of such the Purchased Shares and such the Shares solely by means of direct contact between such the Purchaser, Seller Globetrotter and the Company or their respective representatives, and such the Purchased Shares and such the Shares were offered to such the Purchaser solely by direct contact between such the Purchaser, Seller Globetrotter and the Company or their respective representatives. Such The Purchaser did not become aware of this offering of such the Purchased Shares and such the Shares, nor were such the Purchased Shares and such the Shares offered to such the Purchaser, by any other means. Such The Purchaser acknowledges that Seller Globetrotter and the Company each represents and warrants that such the Purchased Shares and such the Acquired Shares, as applicable, (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities Lawslaws. h. Such The Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such the Purchased Shares and such the Acquired Shares. Such The Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in such the Purchased Shares and such the Acquired Shares, and such the Purchaser has sought such accounting, legal and tax advice as such the Purchaser has considered necessary to make an informed investment decision. i. Alone, or together with any professional advisor(s), such the Purchaser has adequately analyzed and fully considered the risks of an investment in such the Purchased Shares and such the Acquired Shares and determined that such the Purchased Shares and such the Acquired Shares are a suitable investment for such the Purchaser and that such the Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total loss of such the Purchaser’s investment in the Company. Such The Purchaser acknowledges specifically that a possibility of total loss exists. j. In making its decision to purchase such the Purchased Shares and such the Acquired Shares, such the Purchaser has relied solely upon independent investigation made by such the Purchaser. k. Such The Purchaser understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of such the Shares or made any findings or determination as to the fairness of this investment. l. Such The Purchaser has been duly formed or incorporated and is validly existing in good standing under the Laws laws of its jurisdiction of incorporation or formation, with full power, authority and capacity to enter into, deliver and perform its obligations under this Agreement and has taken all actions required to enter into this Agreement and to complete the purchase of such the Purchased Shares and such the Acquired Shares contemplated hereunder. m. The execution and delivery of this Agreement by such the Purchaser and the compliance by such the Purchaser with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such the Purchaser; (ii) result in any violation of the provisions of the organizational documents of such the Purchaser; or (iii) provided that subject to the Required Approvals have been obtainedApprovals, result in any violation of any Law statute or Governmental Order applicable to such Purchaserany judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Purchaser or any of its properties, except (in the case of clauses (i) or (iii) above) as for such conflicts, breaches, violations, defaults, liens, charges or encumbrances which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such the Purchaser to enter into and into, perform its obligations under this Agreement and to consummate the transactions contemplated hereby. n. This Agreement has been duly authorized, executed and delivered by such the Purchaser and is enforceable against such the Purchaser in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. o. The Purchaser (1) is exempt from making or is not required to make (i) any filing of an outbound investment registration with the Ministry of Commerce of the People’s Republic of China (the “PRC”) and/or its competent provincial or local counterparts (“MOFCOM”) in respect of the transactions contemplated hereby or has unconditionally received an Enterprise Overseas Investment Certificate issued by MOFCOM reflecting such registration; or (ii) after completion (if applicable) of the procedures contemplated by subsection (i) above, the registration with a bank in the PRC approved by the State Administration of Foreign Exchange of the PRC in respect of the transactions contemplated hereby or has unconditionally received the Foreign Exchange Business Registration Certificate reflecting such registration; and (2) prior to Closing, any required filings of an outbound investment registration with the National Development and Reform Commission of the PRC and/or its competent provincial or local counterparts (the “NDRC”) in respect of the transactions contemplated hereby shall have been made and evidence of the receipt of submission of such filings shall be shown on the NDRC website (subsection (1) and (2), together, the “PRC Approvals”). p. Neither the due diligence investigation conducted by such the Purchaser in connection with making its decision to acquire such the Purchased Shares and such the Acquired Shares nor any representations and warranties made by such the Purchaser herein shall modify, amend or affect such the Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s and Seller’s respective representations and warranties contained herein. p. q. The Purchase Price payable by such Purchaser is not directly or indirectly derived, obtained, received, taken, acquired, or gained, and or does not stem, from any violation by such the Purchaser or any of its directors, officers, employees, affiliates or, to such the Purchaser’s knowledge, any of its agents or other persons authorized to act acting on behalf of such the Purchaser of any Laws laws or regulations concerning money laundering, corruption, or bribery of any jurisdiction, any rules and regulations thereunder, or any related or similar Lawslaws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority governmental agency or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, or proceeding with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to such the Purchaser’s knowledge, threatened by or before any Governmental Authority court or governmental agency, authority, or body, or any arbitrator involving such the Purchaser or its respective directors, officers, employees, agents, affiliates, or other persons authorized to act acting on behalf of such the Purchaser. q. Such r. The Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“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) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such None of the Purchaser’s directors, officers, agents, employees, or affiliates is currently subject to any sanctions adopted, administered or enforced by the United Nations, the United Kingdom, the European Union, Switzerland or the respective governmental institutions and agencies of any of the foregoing, or any other relevant sanctions authority. The Purchaser agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Purchaser is not permitted to do so under applicable law. If the Purchaser is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Purchaser maintains written policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required by applicable lawrequired, such Purchaser it maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. List To the extent required by applicable law, such the Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by such the Purchaser and used to purchase its the Purchased Shares and to acquire its the Acquired Shares were legally derived. r. As of the date hereof, such s. The Purchaser has available and will have sufficient unconditional funds (including with respect to it, and at the Closing such Purchaser will have, sufficient funds PRC Approvals) to enable it to pay the portion of the Purchase Price payable by such Purchaser in accordance at the Closing and comply with its obligations under this Agreement. s. Such t. The Purchaser understands that the foregoing representations and warranties shall be deemed material and to have been relied upon by the Company, Seller and FPACother parties hereto.

Purchaser Representations and Warranties. Each The Purchaser solely as to itself, severally but not jointlyhereby ---------------------------------------- acknowledges, represents and warrants to to, and agrees with, the Company, Seller Company and FPAC that, its affiliates as it itselffollows: a. Such Purchaser (ia) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring its Purchased Shares and its Acquired Shares only for its own account and not for the account of others, or if such Purchaser is purchasing such Purchased Shares and such Acquired Shares as a fiduciary or agent for one or more investor accounts, such The Purchaser has full received, read carefully and understands the Documents and has had an adequate opportunity to consult his own attorney, accountant or investment discretion advisor (his "Advisors") with respect to each the suitability of the investment contemplated hereby for the Purchaser. The Purchaser further acknowledges that the Purchaser and its Advisors have also made such accountother investigation, review, examination and inquiry concerning the Company and its business and affairs as they have deemed appropriate so as to understand the nature of the investment in the Shares, including without limitation, the merits and risks thereof. (b) The Purchaser is acquiring the Shares for the Purchaser's own account as principal, not as a nominee or agent, for investment purposes only, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring such Purchased Shares and such Acquired Shares with a view to, or for offer for, resale, distribution or sale fractionalization thereof in connection with, any distribution thereof whole or in part in violation of the Securities Act (and shall provide Act. Further, the requested information on Schedule A). Such Purchaser is does not an entity formed for the specific purpose of acquiring such Purchased Shares and such Acquired Shares. b. Following completion of the have any contract, undertaking, agreement or arrangement with any person to sell, transfer of ownership and title of the Purchased Shares from Seller or grant participations to such Purchaser pursuant person or to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares to the Company free and clear of all liens and encumbrances so that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under applicable securities Laws. c. Such Purchaser understands that such Purchased Shares and such Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that such Purchased Shares and such Acquired Shares have not been registered under the Securities Act. Such Purchaser understands that such Purchased Shares and such Acquired Shares may not be resold, transferred, pledged or otherwise disposed of by such Purchaser absent an effective registration statement under the Securities Act except (i) to the issuer of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities Laws of the states and other jurisdictions of the United States, and that such Purchased Shares and such Acquired Shares will be subject to a restrictive legend to such effect. Such Purchaser acknowledges that such Purchased Shares and such Acquired Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Such Purchaser understands and agrees that such Purchased Shares and such Acquired Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, such Purchaser may not be able to readily resell such Purchased Shares and such Acquired Shares and may be required to bear the financial risk of an investment in such Purchased Shares and such Acquired Shares for an indefinite period of time. Such Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of such Purchased Shares and such Acquired Shares. d. Such Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to such Purchaser, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement (and any other Transaction Documents or agreements executed and delivered in connection with the Transaction to which such Purchaser is party, if any). e. Such Purchaser’s acquisition and holding of such Purchased Shares and such Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Law. f. Such Purchaser acknowledges and agrees that such Purchaser has received such information as such Purchaser deems necessary in order to make an investment decision with respect to such Purchased Shares and such Acquired Shares, includingthird person, with respect to the CompanyShares for which the Purchaser is subscribing. (c) The Purchaser has full power and authority to enter into this Subscription Agreement and the Registration Rights Agreement. The execution and delivery of this Subscription Agreement and the Registration Rights Agreement has been duly authorized by the Purchaser, and this Subscription Agreement constitutes a valid and legally binding obligation of the Purchaser. (d) The Purchaser acknowledges the Purchaser's understanding that the offering and sale of the Shares is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) thereof and the provisions of Regulation D promulgated thereunder ("Regulation D"). In furtherance thereof, the Transaction and the Target. Such Purchaser represents and warrants to and agrees that such with the Company and its affiliates as follows: (i) The Purchaser has the financial ability to bear the economic risk of the Purchaser's investment, which is speculative in nature, has adequate means for providing for the Purchaser's current needs and such Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers personal contingencies and obtain such information as such Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision has no need for liquidity with respect to the Purchased Shares and Purchaser's investment in the Acquired Shares.Company; and g. Such Purchaser became aware of this offering of such Purchased Shares and such Shares solely by means of direct contact between such Purchaser, Seller and the Company or their respective representatives, and such Purchased Shares and such Shares were offered to such Purchaser solely by direct contact between such Purchaser, Seller and the Company or their respective representatives. Such Purchaser did not become aware of this offering of such Purchased Shares and such Shares, nor were such Purchased Shares and such Shares offered to such Purchaser, by any other means. Such Purchaser acknowledges that Seller and the Company each represents and warrants that such Purchased Shares and such Acquired Shares, as applicable, (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities Laws. h. Such Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such Purchased Shares and such Acquired Shares. Such The Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an the prospective investment in the Shares. If other than an individual, the Purchaser also represents it has not been organized for the purpose of acquiring the Shares. (e) The Purchaser is an "accredited investor," as that term is defined in Rule 501 of Regulation D because it meets the standard(s) indicated in Appendix -------- I hereto). - (f) The Purchaser: (i) Has been furnished with copies of the Documents. The Purchaser acknowledges and agrees that the Documents supercede all written information regarding the Company that the Purchaser may have received prior to the date of the Documents. The Purchaser has carefully read the Documents and has relied solely (except as indicated in subsections (ii) and (iii) below) on the information contained in the Documents (including all exhibits thereto), provided, however, that the foregoing does not limit or modify the representations and warranties of the Company contained in Section 3 hereof or the right of the Purchaser to rely thereon; (ii) Has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning the offering of the Shares hereunder and the Company to the extent the Company possesses such Purchased information or can acquire it without unreasonable effort or expense; (iii) Has been given the opportunity for a reasonable period of time prior to the date hereof to ask questions of, and receive answers from, the Company or its representatives concerning the terms and conditions of the offering of the Shares and such Acquired Sharesother matters pertaining to this investment, and has been given the opportunity for a reasonable period of time prior to the date hereof to obtain such Purchaser has sought such accounting, legal and tax advice as such Purchaser has considered additional information necessary to make an informed investment decision.verify the accuracy of the information contained in the Documents or that which was otherwise provided in order for the Purchaser to evaluate the merits and risks of purchase of the Shares to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; i. Alone, or together (iv) Has not been furnished with any professional advisor(s), such Purchaser has adequately analyzed and fully considered oral representation or oral information in connection with the risks offering of an investment the Shares which is not contained herein or in such Purchased Shares and such Acquired Shares and the Documents; and (v) Has determined that such Purchased Shares and such Acquired the Shares are a suitable investment for such the Purchaser and that such Purchaser is able at this time the Purchaser could bear a complete loss of such investment. (h) The Purchaser has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company such that the Purchaser is capable of evaluating the merits and risks of its investment in the foreseeable future Company and has the capacity to protect its own interests. (i) This offer is not transferable or assignable by the Purchaser. The Purchaser further represents, warrants and agrees that the Purchaser will not sell or otherwise transfer any of the Shares issued in connection with the this Subscription Agreement, without registration under the Securities Act or an exemption therefrom, and that the Purchaser fully understands and agrees that the Purchaser must bear the economic risk of a total loss the Purchaser's purchase for an indefinite period of time because, among other reasons, none of the Shares have been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless subsequently registered under the Securities Act and under the applicable securities laws of such Purchaser’s investment states or an exemption from such registration is available. In particular, the Purchaser is aware that the Shares are "restricted securities," as such term is defined in Rule 144 promulgated under the Securities Act ("Rule 144"), and may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Purchaser also understands that, except as otherwise provided in the CompanyRegistration Rights Agreement, the Company is under no obligation to register any of the Shares on the Purchaser's behalf or to assist the Purchaser in complying with any exemption from registration under the Securities Act or applicable state securities laws. Such The Purchaser acknowledges specifically further understands that a possibility sales or transfers of total loss existsthe Shares are further restricted by state securities laws and the provisions of this Subscription Agreement. j. In making its decision (j) No representations or warranties have been made to purchase such Purchased the Purchaser by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained herein, and in subscribing for the Shares and such Acquired Shares, such the Purchaser is not relying upon any representations other than those contained herein. (k) Any information which the Purchaser has relied solely upon independent investigation made by such heretofore furnished to the Company with respect to the Purchaser's financial position and business experience is correct and complete as of the date of this Subscription Agreement. k. Such (l) The Purchaser understands and agrees that no federal the certificates for the Shares shall bear the following legend, or state agency has passed upon or endorsed the merits of the offering of such Shares or made any findings or determination as a similar legend to the fairness of this investment. l. Such Purchaser has been duly formed or incorporated and is validly existing in good standing under the Laws of its jurisdiction of incorporation or formationsame effect, with full power, authority and capacity to enter into, deliver and perform its obligations under this Agreement and has taken all actions required to enter into this Agreement and to complete the purchase of such Purchased Shares and such Acquired Shares contemplated hereunder. m. The execution and delivery of this Agreement by such Purchaser and the compliance by such Purchaser with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not until (i) conflict the Shares shall have been registered under the Securities Act pursuant to the Registration Rights Agreement and effectively been disposed of in accordance with a registration statement that has been declared effective; or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Purchaser; (ii) result in any violation of the provisions of the organizational documents of such Purchaser; or (iii) provided that the Required Approvals have been obtained, result in any violation of any Law or Governmental Order applicable to such Purchaser, except (in the case opinion of clauses counsel for the Company such Shares may be sold without registration under the Securities Act or any applicable "Blue Sky" or state securities laws: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (iTHE "ACT"), AND ALL SUCH SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN THIS CERTIFICATE. THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT REGISTRATION UNDER THE ACT." (m) or (iii) above) as would notThe Purchaser's overall commitment to investments which are not readily marketable is not disproportionate to the Purchaser's net worth, individually or and an investment in the aggregate, reasonably be expected Shares pursuant to have a material adverse effect on the ability of offering hereunder will not cause such Purchaser overall commitment to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated herebybecome excessive. n. This Agreement has been duly authorized, executed and delivered by such Purchaser and is enforceable against such Purchaser in accordance with its terms, except as may be limited or otherwise affected by (in) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. o. Neither the due diligence investigation conducted by such Purchaser in connection with making its decision to acquire such Purchased Shares and such Acquired Shares nor any representations and warranties made by such Purchaser herein shall modify, amend or affect such The Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s and Seller’s respective representations and warranties contained herein. p. The Purchase Price payable by such Purchaser is not directly or indirectly derived, obtained, received, taken, acquired, or gained, and does not stem, from any violation by such Purchaser or any of its directors, officers, employees, affiliates or, to such Purchaser’s knowledge, any of its agents or other persons authorized to act on behalf of such Purchaser of any Laws or regulations concerning money laundering, corruption, or bribery of any jurisdiction, any rules and regulations thereunder, or any related or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, or proceeding with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to such Purchaser’s knowledge, threatened by or before any Governmental Authority involving such Purchaser or its directors, officers, employees, agents, affiliates, or other persons authorized to act on behalf of such Purchaser. q. Such Purchaser : is not (i) a person director, officer, or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President affiliate of the United States and administered by OFAC Company (“OFAC List”a "Related Party"), or a person or entity prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulationssubsidiary, 31 C.F.R. Part 515affiliate or other closely-related person of a Related Party, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such Purchaser is not a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”). To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by such Purchaser and used to purchase its Purchased Shares and to acquire its Acquired Shares were legally derived. r. As of the date hereof, such Purchaser has available to it, and at the Closing such Purchaser will have, sufficient funds to enable it to pay the portion of the Purchase Price payable by such Purchaser in accordance with this Agreement. s. Such Purchaser understands that the foregoing representations and warranties shall be deemed material and to have been relied upon by the Company, Seller and FPAC.or

Purchaser Representations and Warranties. Each Purchaser solely as to itselfPurchaser, severally but and not jointly, hereby represents and warrants to the Company, Seller and FPAC that, as it itself: a. Such Purchaser (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring its Purchased Shares and its Acquired Shares only for its own account and not for the account of others, or if such Purchaser is purchasing such Purchased Shares and such Acquired Shares as a fiduciary or agent for one or more investor accounts, such Purchaser has full investment discretion with respect to each such account, and itself to the Company as follows: (a) Such Purchaser has the full power and authority to make the acknowledgements, representations execute and agreements herein on behalf deliver this Agreement and to perform all of each owner of each such accountits obligations hereunder and thereunder, and to purchase, acquire and accept delivery of the Purchased Securities. (iiib) is The Purchased Securities are being acquired for such Purchaser’s own account and not acquiring such Purchased Shares and such Acquired Shares with a view to, or for offer or sale in connection withintention of, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A). Such Purchaser is not an entity formed for the specific purpose of acquiring such Purchased Shares and such Acquired Shares. b. Following completion of the transfer of ownership and title of the Purchased Shares from Seller to such Purchaser pursuant to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein1933 Act, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares to the Company free and clear of all liens and encumbrances so that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under or any applicable state securities Laws. c. (c) Such Purchaser is knowledgeable in financial matters and is able to evaluate the risks and benefits of an investment in the Purchased Securities. Such Purchaser understands and acknowledges that such investment is a speculative venture, involves a high degree of risk and is subject to complete risk of loss. Such Purchaser has carefully considered and has, to the extent such Purchaser deems necessary, discussed with such Purchaser’s professional legal, tax, accounting and financial advisers the suitability of its investment in the Purchased Shares and such Acquired Shares are being offered Securities. (d) Such Purchaser is able to bear the economic risk of its investment in a transaction not involving any public offering within the meaning Purchased Securities for an indefinite period of time because the Purchased Securities Act and that such Purchased Shares and such Acquired Shares have not been registered under the Securities Act1933 Act and, therefore, cannot be sold unless subsequently registered under the 1933 Act or an exemption from such registration is available. Such Purchaser understands that such Purchased Shares and such Acquired Shares may not be resold, transferred, pledged or otherwise disposed of by such Purchaser absent an effective registration statement under the Securities Act except (i) understands and acknowledges that the Purchased Securities being issued to the issuer of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S Purchaser have not been registered under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities 1933 Act, and in each of cases (i) and (iii) in accordance with any applicable nor under the securities Laws of the states and other jurisdictions of the United Statesany state, and that such Purchased Shares and such Acquired Shares will be subject to a restrictive legend to such effect. Such Purchaser acknowledges that such Purchased Shares and such Acquired Shares will not be eligible for resale pursuant to Rule 144A promulgated nor under the Securities Act. Such Purchaser understands and agrees that such Purchased Shares and such Acquired Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, such Purchaser may not be able to readily resell such Purchased Shares and such Acquired Shares and may be required to bear the financial risk of an investment in such Purchased Shares and such Acquired Shares for an indefinite period of time. Such Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer Laws of any of such Purchased Shares and such Acquired Shares. d. Such Purchaser further acknowledges that there have been no representationsother country, warranties, covenants and agreements made to such Purchaser, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement (and any other Transaction Documents or agreements executed and delivered in connection with the Transaction to which such Purchaser is party, if any). e. Such Purchaser’s acquisition and holding of such Purchased Shares and such Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Law. f. Such Purchaser acknowledges and agrees that such Purchaser has received such information as such Purchaser deems necessary in order to make an investment decision with respect to such Purchased Shares and such Acquired Shares, including, with respect to the Company, the Transaction and the Target. Such Purchaser represents and agrees that such Purchaser and such Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as such Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Purchased Shares and the Acquired Shares. g. Such Purchaser became aware of this offering of such Purchased Shares and such Shares solely by means of direct contact between such Purchaser, Seller and the Company or their respective representatives, and such Purchased Shares and such Shares were offered to such Purchaser solely by direct contact between such Purchaser, Seller and the Company or their respective representatives. Such Purchaser did not become aware of this offering of such Purchased Shares and such Shares, nor were such Purchased Shares and such Shares offered to such Purchaser, by any other means. Such Purchaser acknowledges that Seller and the Company each represents and warrants that such Purchased Shares and such Acquired Shares, as applicable, (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities Laws. h. Such Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such Purchased Shares and such Acquired Shares. Such Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in such Purchased Shares and such Acquired Shares, and such Purchaser has sought such accounting, legal and tax advice as such Purchaser has considered necessary to make an informed investment decision. i. Alone, or together with any professional advisor(s), such Purchaser has adequately analyzed and fully considered the risks of an investment in such Purchased Shares and such Acquired Shares and determined that such Purchased Shares and such Acquired Shares are a suitable investment for such Purchaser and that such Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total loss of such Purchaser’s investment in the Company. Such Purchaser acknowledges specifically that a possibility of total loss exists. j. In making its decision to purchase such Purchased Shares and such Acquired Shares, such Purchaser has relied solely upon independent investigation made by such Purchaser. k. Such Purchaser understands and agrees recognizes that no federal or state public agency has passed upon the accuracy or endorsed adequacy of any information provided to such Purchaser or the merits fairness of the terms of its investment in the Purchased Securities. (e) Such Purchaser has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Purchased Securities and has had full access to such Shares or made any findings or determination other information concerning the Company as to the fairness of this investmenthas been requested. l. Such Purchaser has been duly formed or incorporated (f) This Agreement constitutes the legal, valid and is validly existing in good standing under the Laws of its jurisdiction of incorporation or formation, with full power, authority and capacity to enter into, deliver and perform its obligations under this Agreement and has taken all actions required to enter into this Agreement and to complete the purchase of such Purchased Shares and such Acquired Shares contemplated hereunder. m. The execution and delivery of this Agreement by such Purchaser and the compliance by such Purchaser with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets binding obligation of such Purchaser; (ii) result in any violation of the provisions of the organizational documents of such Purchaser; or (iii) provided that the Required Approvals have been obtained, result in any violation of any Law or Governmental Order applicable to such Purchaser, except (in the case of clauses (i) or (iii) above) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. n. This Agreement has been duly authorized, executed and delivered by such Purchaser and is enforceable against such Purchaser in accordance with its terms, except and the execution, delivery and performance of this Agreement by such Purchaser does not and will not conflict with, violate or cause a breach of any Contract to which such Purchaser is a party or any Order to which such Purchaser is subject. (g) Such Purchaser became aware of the offering of the Purchased Securities other than by means of general advertising or general solicitation. (h) Such Purchaser is an “accredited investor” as that term is defined under the 1933 Act and Regulation D promulgated thereunder, as amended by Section 413 of the Private Fund Investment Advisers Registration Act of 2010 and any applicable rules or regulations or interpretations thereof promulgated by the SEC or its staff. (i) Such Purchaser acknowledges that the certificates for the Purchased Shares will contain a legend substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.” Subject to any lock-up or other similar agreement that may apply to the Purchased Shares as may be limited specifically agreed to with an applicable Purchaser, the requirement that the Purchased Shares contain the legend set forth above shall cease and terminate when such shares are transferred pursuant to Rule 144 promulgated under the 1933 Act. Upon the consummation of an event described in the immediately preceding sentence, the Company, upon surrender of certificates containing such legend, shall, at its own expense (without the need for any opinion of counsel for a Purchaser), deliver to the holder of any such securities as to which the requirement for such legend shall have terminated, one or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equitymore new certificates evidencing such securities not bearing such legend. o. Neither the due diligence investigation conducted by such (j) Each Purchaser in connection with making its decision to acquire such Purchased Shares and such Acquired Shares nor any representations and warranties made by such Purchaser herein shall modify, amend holding 20% or affect such Purchaser’s right to rely on the truth, accuracy and completeness more of the Company’s and Seller’s respective representations and warranties contained herein. p. The Purchase Price payable by voting equity securities (as used in Rule 506(d)(1) of the 0000 Xxx) represents that neither (i) such Purchaser is not directly or indirectly derivedPurchaser, obtained, received, taken, acquired, or gained, and does not stem, from any violation by such Purchaser or (ii) any of its directors, executive officers, employees, affiliates or, to such Purchaser’s knowledge, any of its agents other officers that may serve as a director or other persons authorized to act on behalf of such Purchaser officer of any Laws company in which it invests, general partners or regulations concerning money launderingmanaging members, corruption, or bribery of any jurisdiction, any rules and regulations thereunder, or any related or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, or proceeding with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to such Purchaser’s knowledge, threatened by or before any Governmental Authority involving such Purchaser or its directors, officers, employees, agents, affiliates, or other persons authorized to act on behalf of such Purchaser. q. Such Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“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) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or nor (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such Purchaser is not a financial institution subject to any beneficial owner of the Bank Secrecy Act Company’s voting equity securities (31 U.S.C. Section 5311 et seq.in accordance with Rule 506(d) (of the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”). To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed to ensure that the funds 0000 Xxx) held by such Purchaser is subject to any Disqualification Event, except for Disqualification Events covered by Rule 506(d)(2) or (d)(3) under the 1933 Act and used to purchase its Purchased Shares and to acquire its Acquired Shares were legally derived. r. As disclosed reasonably in advance of the date hereof, such Purchaser has available Closing in writing in reasonable detail to it, and at the Closing such Purchaser will have, sufficient funds to enable it to pay the portion of the Purchase Price payable by such Purchaser in accordance with this Agreement. s. Such Purchaser understands that the foregoing representations and warranties shall be deemed material and to have been relied upon by the Company, Seller and FPAC.

Purchaser Representations and Warranties. Each The Purchaser solely as to itself, severally but not jointly, hereby represents and warrants as of the date hereof and as of the date hereof to the Company, Seller and FPAC that, Company as it itselffollows: a. Such (a) The Purchaser (i) is a “qualified institutional buyer” (as defined corporation or other legal entity duly organized, validly existing and in Rule 144A good standing under the Securities Actjurisdiction of its incorporation. (b) and an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring its Purchased Shares and its Acquired Shares only for its own account and not for the account of others, or if such Purchaser is purchasing such Purchased Shares and such Acquired Shares as a fiduciary or agent for one or more investor accounts, such The Purchaser has full investment discretion with respect to each such account, and the full requisite corporate (or other entity) power and authority to make enter into and perform this Agreement and to purchase the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring such Purchased Shares and such Acquired Shares in accordance with a view to, or for offer or sale in connection with, any distribution thereof in violation the terms hereof. The purchase by the Purchaser of the Securities Act (and shall provide hereunder has been duly authorized by all necessary action on the requested information on Schedule A). Such Purchaser is not an entity formed for part of the specific purpose of acquiring such Purchased Shares and such Acquired SharesPurchaser. b. Following completion of the transfer of ownership and title of the Purchased Shares from Seller to such Purchaser pursuant to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares to the Company free and clear of all liens and encumbrances so that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under applicable securities Laws. c. Such Purchaser understands that such Purchased Shares and such Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that such Purchased Shares and such Acquired Shares have not been registered under the Securities Act. Such Purchaser understands that such Purchased Shares and such Acquired Shares may not be resold, transferred, pledged or otherwise disposed of by such Purchaser absent an effective registration statement under the Securities Act except (ic) to the issuer of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities Laws of the states and other jurisdictions of the United States, and that such Purchased Shares and such Acquired Shares will be subject to a restrictive legend to such effect. Such Purchaser acknowledges that such Purchased Shares and such Acquired Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Such Purchaser understands and agrees that such Purchased Shares and such Acquired Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, such Purchaser may not be able to readily resell such Purchased Shares and such Acquired Shares and may be required to bear the financial risk of an In making its investment in such Purchased Shares and such Acquired Shares for an indefinite period of time. Such Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of such Purchased Shares and such Acquired Shares. d. Such Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to such Purchaser, expressly or by implication, other than those representations, warranties, covenants and agreements included decision in this Agreement (and any other Transaction Documents or agreements executed and delivered in connection with the Transaction to which such Purchaser is party, if any). e. Such Purchaser’s acquisition and holding of such Purchased Shares and such Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Law. f. Such Purchaser acknowledges and agrees that such Purchaser has received such information as such Purchaser deems necessary in order to make an investment decision with respect to such Purchased Shares and such Acquired Shares, including, with respect to the Companyoffering, the Transaction and the Target. Such Purchaser represents and agrees that such Purchaser and such Purchaser’s professional advisor(s)its advisors, if any, have had relied solely on the full opportunity Company’s public filings as filed with the SEC. (d) The Purchaser is purchasing the Shares and Warrant for its own account as principal, and not with a view towards distribution of such securities. (e) The Purchaser is not a registered broker-dealer. (f) Other than the transaction contemplated hereunder, the Purchaser has not directly or indirectly, nor has any Person acting on behalf of or pursuant to ask such questionsany understanding with the Purchaser, receive such answers and obtain such information executed any disposition, including “short sales” as such defined in Rule 200 of Regulation SHO under the 1934 Act (the “Short Sales”) (but not including the location and/or reservation of borrowable shares of Common Stock), in the securities of the Company during the period commencing from the earlier of the time that the Purchaser and such first received a term sheet from the Company or any other Person setting forth the material terms of the transactions contemplated hereunder or the time the Purchaser otherwise first became aware of the proposed transactions contemplated hereunder until the date hereof (“Discussion Time”). Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of the Purchaser’s professional advisor(s)assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of the Purchaser’s assets, if any, have deemed necessary to make an investment decision the representation set forth above shall only apply with respect to the Purchased Shares and portion of assets managed by the Acquired Shares. g. Such Purchaser became aware of this offering of such Purchased Shares and such Shares solely by means of direct contact between such Purchaser, Seller and portfolio manager that made the Company or their respective representatives, and such Purchased Shares and such Shares were offered to such Purchaser solely by direct contact between such Purchaser, Seller and the Company or their respective representatives. Such Purchaser did not become aware of this offering of such Purchased Shares and such Shares, nor were such Purchased Shares and such Shares offered to such Purchaser, by any other means. Such Purchaser acknowledges that Seller and the Company each represents and warrants that such Purchased Shares and such Acquired Shares, as applicable, (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities Laws. h. Such Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such Purchased Shares and such Acquired Shares. Such Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in such Purchased Shares and such Acquired Shares, and such Purchaser has sought such accounting, legal and tax advice as such Purchaser has considered necessary to make an informed investment decision. i. Alone, or together with any professional advisor(s), such Purchaser has adequately analyzed and fully considered the risks of an investment in such Purchased Shares and such Acquired Shares and determined that such Purchased Shares and such Acquired Shares are a suitable investment for such Purchaser and that such Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total loss of such Purchaser’s investment in the Company. Such Purchaser acknowledges specifically that a possibility of total loss exists. j. In making its decision to purchase such Purchased Shares and such Acquired Sharesthe Securities covered by this Agreement. Other than to other Persons party to this Agreement, such the Purchaser has relied solely upon independent investigation maintained the confidentiality of all disclosures made by such Purchaser. k. Such Purchaser understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of such Shares or made any findings or determination as to the fairness of this investment. l. Such Purchaser has been duly formed or incorporated and is validly existing in good standing under the Laws of its jurisdiction of incorporation or formation, with full power, authority and capacity to enter into, deliver and perform its obligations under this Agreement and has taken all actions required to enter into this Agreement and to complete the purchase of such Purchased Shares and such Acquired Shares contemplated hereunder. m. The execution and delivery of this Agreement by such Purchaser and the compliance by such Purchaser with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Purchaser; (ii) result in any violation of the provisions of the organizational documents of such Purchaser; or (iii) provided that the Required Approvals have been obtained, result in any violation of any Law or Governmental Order applicable to such Purchaser, except (in the case of clauses (i) or (iii) above) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. n. This Agreement has been duly authorized, executed and delivered by such Purchaser and is enforceable against such Purchaser in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. o. Neither the due diligence investigation conducted by such Purchaser it in connection with making its decision to acquire such Purchased Shares and such Acquired Shares nor any representations and warranties made by such Purchaser herein shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s and Seller’s respective representations and warranties contained herein. p. The Purchase Price payable by such Purchaser is not directly or indirectly derived, obtained, received, taken, acquired, or gained, and does not stem, from any violation by such Purchaser or any of its directors, officers, employees, affiliates or, to such Purchaser’s knowledge, any of its agents or other persons authorized to act on behalf of such Purchaser of any Laws or regulations concerning money laundering, corruption, or bribery of any jurisdiction, any rules and regulations thereunder, or any related or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority or any such jurisdiction this transaction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, or proceeding with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to such Purchaser’s knowledge, threatened by or before any Governmental Authority involving such Purchaser or its directors, officers, employees, agents, affiliates, or other persons authorized to act on behalf of such Purchaser. q. Such Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“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) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such Purchaser is not a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”). To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such Purchaser maintains policies existence and procedures reasonably designed to ensure that the funds held by such Purchaser and used to purchase its Purchased Shares and to acquire its Acquired Shares were legally derivedterms of this transaction). r. As of the date hereof, such Purchaser has available to it, and at the Closing such Purchaser will have, sufficient funds to enable it to pay the portion of the Purchase Price payable by such Purchaser in accordance with this Agreement. s. Such Purchaser understands that the foregoing representations and warranties shall be deemed material and to have been relied upon by the Company, Seller and FPAC.

Purchaser Representations and Warranties. Each In connection with the issuance and sale of the Shares contemplated by this Agreement, the Purchaser solely as to itself, severally but not jointly, hereby represents and warrants to the Company, Seller and FPAC that, Company as it itselffollows: a. Such Purchaser (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) The Purchaser is acquiring its Purchased and will hold the Shares and its Acquired Shares for investment for his account only for its own account and not for the account of others, or if such Purchaser is purchasing such Purchased Shares and such Acquired Shares as a fiduciary or agent for one or more investor accounts, such Purchaser has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring such Purchased Shares and such Acquired Shares with a view to, or for offer or sale resale in connection with, any distribution “distribution” thereof in violation of the Securities Act (and shall provide the requested information on Schedule A). Such Purchaser is not an entity formed for the specific purpose of acquiring such Purchased Shares and such Acquired Shares. b. Following completion of the transfer of ownership and title of the Purchased Shares from Seller to such Purchaser pursuant to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares to the Company free and clear of all liens and encumbrances so that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under applicable securities Laws. c. Such Purchaser understands that such Purchased Shares and such Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and Act. (ii) The Purchaser understands that such Purchased Shares and such Acquired (A) the Shares have not been registered under the Securities Act. Such Purchaser understands that such Purchased Shares and such Acquired Shares may not be resold, transferred, pledged or otherwise disposed Act in reliance by the Company on the availability of by such Purchaser absent an effective registration statement under the Securities Act except (i) to the issuer of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable specific exemption from the general registration requirements of the Securities Act, the availability of which exemption depends on the accuracy of the Purchaser’s representations and warranties set forth in each this Section 2, and (B) the Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of cases (i) counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the offer or sale of the Shares under the Securities Act. (iii) The Purchaser is aware of Rule 144 by the Securities and Exchange Commission (the “SEC”) under the Securities Act, which permits limited public resales of securities acquired in accordance with a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any applicable securities Laws three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set forth in Rule 144 to be satisfied. (iv) The Purchaser will not sell, transfer or otherwise dispose of the states and other jurisdictions Shares in violation of the United StatesSecurities Act, and that such Purchased Shares and such Acquired Shares will be subject to a restrictive legend to such effect. Such Purchaser acknowledges that such Purchased Shares and such Acquired Shares will not be eligible for resale pursuant to the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144A promulgated 144 under the Securities Act. Such The Purchaser understands and agrees that such Purchased he will not dispose of the Shares unless and until he has complied with all requirements of this Agreement applicable to the disposition of Shares and he has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Shares under the securities laws or regulations of any State. (v) The Purchaser has been furnished with, and has had access to, such Acquired information as he considers necessary or appropriate for deciding whether to invest in the Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Shares will be and any other matters the Purchaser considers relevant to his purchase of the Shares. (vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to transfer restrictions and, as a result of these transfer restrictions, such Purchaser may not be able to readily resell such Purchased Shares and such Acquired Shares and may be required to bear the financial risk of an investment in such Purchased Shares and such Acquired complete loss. The Purchaser is able, without impairing his financial condition, to hold the Shares for an indefinite period of time. Such Purchaser understands that it has been advised and to consult legal counsel prior to making any offer, resale, pledge or transfer of any of such Purchased Shares and such Acquired Shares. d. Such Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to such Purchaser, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement (and any other Transaction Documents or agreements executed and delivered in connection with the Transaction to which such Purchaser is party, if any). e. Such Purchaser’s acquisition and holding of such Purchased Shares and such Acquired Shares will not constitute or result in suffer a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Law. f. Such Purchaser acknowledges and agrees that such Purchaser has received such information as such Purchaser deems necessary in order to make an investment decision with respect to such Purchased Shares and such Acquired Shares, including, with respect to the Company, the Transaction and the Target. Such Purchaser represents and agrees that such Purchaser and such Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as such Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Purchased Shares and the Acquired Shares. g. Such Purchaser became aware of this offering of such Purchased Shares and such Shares solely by means of direct contact between such Purchaser, Seller and the Company or their respective representatives, and such Purchased Shares and such Shares were offered to such Purchaser solely by direct contact between such Purchaser, Seller and the Company or their respective representatives. Such Purchaser did not become aware of this offering of such Purchased Shares and such Shares, nor were such Purchased Shares and such Shares offered to such Purchaser, by any other means. Such Purchaser acknowledges that Seller and the Company each represents and warrants that such Purchased Shares and such Acquired Shares, as applicable, (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities Laws. h. Such Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such Purchased Shares and such Acquired Shares. Such Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in such Purchased Shares and such Acquired Shares, and such Purchaser has sought such accounting, legal and tax advice as such Purchaser has considered necessary to make an informed investment decision. i. Alone, or together with any professional advisor(s), such Purchaser has adequately analyzed and fully considered the risks of an investment in such Purchased Shares and such Acquired Shares and determined that such Purchased Shares and such Acquired Shares are a suitable investment for such Purchaser and that such Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total complete loss of such Purchaser’s his or her investment in the Company. Such Purchaser acknowledges specifically that a possibility of total loss existsShares. j. In making its decision to purchase such Purchased Shares and such Acquired Shares, such Purchaser has relied solely upon independent investigation made by such Purchaser. k. Such Purchaser understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of such Shares or made any findings or determination as to the fairness of this investment. l. Such Purchaser has been duly formed or incorporated and is validly existing in good standing under the Laws of its jurisdiction of incorporation or formation, with full power, authority and capacity to enter into, deliver and perform its obligations under this Agreement and has taken all actions required to enter into this Agreement and to complete the purchase of such Purchased Shares and such Acquired Shares contemplated hereunder. m. The execution and delivery of this Agreement by such Purchaser and the compliance by such Purchaser with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Purchaser; (ii) result in any violation of the provisions of the organizational documents of such Purchaser; or (iii) provided that the Required Approvals have been obtained, result in any violation of any Law or Governmental Order applicable to such Purchaser, except (in the case of clauses (i) or (iii) above) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. n. This Agreement has been duly authorized, executed and delivered by such Purchaser and is enforceable against such Purchaser in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. o. Neither the due diligence investigation conducted by such Purchaser in connection with making its decision to acquire such Purchased Shares and such Acquired Shares nor any representations and warranties made by such Purchaser herein shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s and Seller’s respective representations and warranties contained herein. p. The Purchase Price payable by such Purchaser is not directly or indirectly derived, obtained, received, taken, acquired, or gained, and does not stem, from any violation by such Purchaser or any of its directors, officers, employees, affiliates or, to such Purchaser’s knowledge, any of its agents or other persons authorized to act on behalf of such Purchaser of any Laws or regulations concerning money laundering, corruption, or bribery of any jurisdiction, any rules and regulations thereunder, or any related or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, or proceeding with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to such Purchaser’s knowledge, threatened by or before any Governmental Authority involving such Purchaser or its directors, officers, employees, agents, affiliates, or other persons authorized to act on behalf of such Purchaser. q. Such Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“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) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such Purchaser is not a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”). To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by such Purchaser and used to purchase its Purchased Shares and to acquire its Acquired Shares were legally derived. r. As of the date hereof, such Purchaser has available to it, and at the Closing such Purchaser will have, sufficient funds to enable it to pay the portion of the Purchase Price payable by such Purchaser in accordance with this Agreement. s. Such Purchaser understands that the foregoing representations and warranties shall be deemed material and to have been relied upon by the Company, Seller and FPAC.

Purchaser Representations and Warranties. Each Purchaser solely hereby for itself and for no other Purchaser, represents, warrants, acknowledges and agrees as to itself, severally but not jointly, represents and warrants to the Company, Seller and FPAC that, as it itself: a. Such Purchaser (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring its Purchased Shares and its Acquired Shares only for its own account and not for the account of others, or if such Purchaser is purchasing such Purchased Shares and such Acquired Shares as a fiduciary or agent for one or more investor accounts, such Purchaser has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring such Purchased Shares and such Acquired Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (date hereof and shall provide the requested information on Schedule A). Such Purchaser is not an entity formed for the specific purpose of acquiring such Purchased Shares and such Acquired Shares. b. Following completion as of the transfer of ownership and title of the Purchased Shares from Seller to such Purchaser pursuant to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares Closing Date to the Company free and clear of all liens and encumbrances so that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under applicable securities Laws.as follows: c. Such Purchaser understands that such Purchased Shares and such Acquired Shares (a) The Securities are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that such Purchased Shares and such Acquired Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act. Such Purchaser understands that such Purchased Shares and such Acquired Shares may not be resold”), transferredor any state securities laws and, pledged except as set forth in the Registration Rights Agreement, the Company has no present or otherwise disposed of by such Purchaser absent an effective registration statement under future obligation to register the Securities Act except (i) to the issuer of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant any state securities laws. The Purchaser understands that the offering and sale of the Securities is intended to another applicable exemption be exempt from the registration requirements of under the Securities Act, by virtue of Section 4(2) thereof and in each the provisions of cases (i) and (iii) in accordance with any applicable securities Laws of the states and other jurisdictions of the United StatesRegulation D promulgated thereunder, and that such Purchased Shares and such Acquired Shares will be or not subject to a restrictive legend to such effect. Such Purchaser acknowledges that such Purchased Shares and such Acquired Shares will not be eligible for resale pursuant to Rule 144A requirement, by virtue of Regulation S promulgated under the Securities Act, based, in part, upon the representations, warranties and agreements of the Purchaser contained in this Agreement. (b) The Purchaser has had access to all SEC Reports (as defined below) via the SEC’s XXXXX system and has received all other documents requested by the Purchaser. Such The Purchaser has carefully reviewed the SEC Reports and all such other documents and understands and agrees the information contained therein. (c) Purchaser hereby acknowledges that such Purchased Shares and such Acquired Shares will be subject all information pertaining to transfer restrictions and, as a result of these transfer restrictions, the investment in the Securities that was provided to such Purchaser may is confidential and Purchaser shall not be able disclose any such confidential information to readily resell such Purchased Shares and such Acquired Shares and may be required to bear the financial risk of an investment in such Purchased Shares and such Acquired Shares for an indefinite period of time. Such Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of such Purchased Shares and such Acquired Shares. d. Such Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to such Purchaser, expressly or by implication, third party other than those representationsas set forth herein, warranties, covenants and agreements included provided however that in this Agreement (and any other Transaction Documents or agreements executed and delivered the event such Purchaser shall have established effective information security procedures to prevent the misuse of material non-public information in connection with securities trading activities, then such obligation shall only apply to these representatives of Purchaser bound to maintain the Transaction to which such Purchaser is party, if any)confidentiality thereof. e. Such Purchaser’s acquisition (d) The Purchaser has had a reasonable opportunity to ask questions of and holding of such Purchased Shares and such Acquired Shares will not constitute receive answers from a person or result in a non-exempt prohibited transaction under Section 406 persons acting on behalf of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 Company concerning the offering of the Internal Revenue Code Securities and the business, financial condition, results of 1986, as amended, or any applicable similar Law. f. Such Purchaser acknowledges operations and agrees that such Purchaser has received such information as such Purchaser deems necessary in order to make an investment decision with respect to such Purchased Shares and such Acquired Shares, including, with respect to prospects of the Company, the Transaction and the Target. Such Purchaser represents and agrees that all such Purchaser and such Purchaser’s professional advisor(s), if any, questions have had been answered to the full opportunity to ask satisfaction of the Purchaser. Neither such questions, receive such answers and obtain such information as such Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Purchased Shares and the Acquired Shares. g. Such Purchaser became aware of this offering of such Purchased Shares and such Shares solely by means of direct contact between such Purchaser, Seller and the Company or their respective representatives, and such Purchased Shares and such Shares were offered to such Purchaser solely by direct contact between such Purchaser, Seller and the Company or their respective representatives. Such Purchaser did not become aware of this offering of such Purchased Shares and such Shares, inquiries nor were such Purchased Shares and such Shares offered to such Purchaser, by any other means. Such Purchaser acknowledges that Seller and the Company each represents and warrants that such Purchased Shares and such Acquired Shares, as applicable, (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities Laws. h. Such Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such Purchased Shares and such Acquired Shares. Such Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in such Purchased Shares and such Acquired Shares, and such Purchaser has sought such accounting, legal and tax advice as such Purchaser has considered necessary to make an informed investment decision. i. Alone, or together with any professional advisor(s), such Purchaser has adequately analyzed and fully considered the risks of an investment in such Purchased Shares and such Acquired Shares and determined that such Purchased Shares and such Acquired Shares are a suitable investment for such Purchaser and that such Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total loss of such Purchaser’s investment in the Company. Such Purchaser acknowledges specifically that a possibility of total loss exists. j. In making its decision to purchase such Purchased Shares and such Acquired Shares, such Purchaser has relied solely upon independent investigation made by such Purchaser. k. Such Purchaser understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of such Shares or made any findings or determination as to the fairness of this investment. l. Such Purchaser has been duly formed or incorporated and is validly existing in good standing under the Laws of its jurisdiction of incorporation or formation, with full power, authority and capacity to enter into, deliver and perform its obligations under this Agreement and has taken all actions required to enter into this Agreement and to complete the purchase of such Purchased Shares and such Acquired Shares contemplated hereunder. m. The execution and delivery of this Agreement by such Purchaser and the compliance by such Purchaser with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Purchaser; (ii) result in any violation of the provisions of the organizational documents of such Purchaser; or (iii) provided that the Required Approvals have been obtained, result in any violation of any Law or Governmental Order applicable to such Purchaser, except (in the case of clauses (i) or (iii) above) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. n. This Agreement has been duly authorized, executed and delivered by such Purchaser and is enforceable against such Purchaser in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. o. Neither the due diligence investigation conducted by such or on behalf of the Purchaser in connection with making or its decision to acquire such Purchased Shares and such Acquired Shares nor any representations and warranties made by such Purchaser herein representatives or counsel shall modify, amend or affect such the Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s and Seller’s respective representations and warranties contained hereinin this Agreement or the Memorandum. p. (e) In evaluating the suitability of an investment in the Company, the Purchaser has not relied upon any representation or other information (oral or written) other than as stated in this Agreement and in the Memorandum. (f) The Purchase Price payable Purchaser is unaware of, is in no way relying on, and did not become aware of the Offering through or as a result of, any form of general solicitation or general advertising as those terms are used in Regulation D under the Securities Act, including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, in connection with the offering and is not subscribing for Securities and did not become aware of the Offering through or as a result of any seminar or meeting to which the Purchaser was invited by, or any solicitation of a subscription by, a person not previously known to the Purchaser. (g) With the exception of its actions with respect to the Placement Agent, the Purchaser has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby. (h) The Purchaser has such knowledge and experience in financial, tax, and business matters, and, in particular, investments in securities similar to the Securities so as to enable the Purchaser to utilize the information made available to it in connection with the Offering to evaluate the merits and risks of an investment in the Securities and the Company and to make an informed investment decision with respect thereto. (i) The Purchaser is not directly or indirectly derived, obtained, received, taken, acquired, or gained, and does not stem, from any violation by such Purchaser relying on the Company or any of its directors, officers, employees, affiliates or, to such Purchaser’s knowledge, any of its officers or agents or other persons authorized to act on behalf of such Purchaser of any Laws or regulations concerning money laundering, corruption, or bribery of any jurisdiction, any rules and regulations thereunder, or any related or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, or proceeding with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsistslegal, is pending ortax, economic and related considerations as to such Purchaser’s knowledge, threatened by or before any Governmental Authority involving such an investment in the Securities and the Purchaser or its directors, officers, employees, agents, affiliateshas relied on the advice of, or has consulted with, only his own advisors. (j) The Purchaser is acquiring the Securities solely for the Purchaser's own account for investment purposes and not with a view to resale, assignment or distribution thereof, in whole or in part in violation of the Securities Act or any applicable state securities laws. The Purchaser has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Securities in violation of the Securities Act or any state securities laws and the Purchaser has no plans to enter into any such agreement or arrangement. The Purchaser will not engage in hedging transactions with respect to the Securities unless in compliance with the registration requirements of the Securities Act. (k) The Purchaser must bear the substantial economic risks of the investment in the Securities indefinitely because none of the Securities may be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. (l) The Purchaser has adequate means of providing for its current financial needs and foreseeable contingencies and has no need for liquidity of the investment in the Securities for an indefinite period of time. (m) The Purchaser meets the requirements of the suitability standards for an “accredited investor” as set forth in the Investor Questionnaire attached hereto. The Purchaser further represents and warrants that it will notify and supply corrective information to the Company immediately upon the occurrence of any change occurring prior to the Company's issuance of the Securities that renders the representation made in the immediately preceding sentence inaccurate. (n) Each Purchaser that is not an entity represents that he or she has full power and authority to execute and deliver this Agreement and all other persons authorized related agreements or certificates and to act carry out the provisions hereof and thereof and to purchase and hold the Securities, this Agreement has been duly executed and delivered on behalf of such Purchaser. q. Such the Purchaser is not (i) and constitutes a person or entity named on the List of Specially Designated Nationals legal, valid and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President binding obligation of the United States and administered by OFAC (“OFAC List”)Purchaser, or a person or entity prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such Purchaser is not a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”). To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed for the screening of its investors enforceable against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by such Purchaser and used to purchase its Purchased Shares and to acquire its Acquired Shares were legally derived. r. As of the date hereof, such Purchaser has available to it, and at the Closing such Purchaser will have, sufficient funds to enable it to pay the portion of the Purchase Price payable by such Purchaser in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and general principles of equity and the execution and delivery of this Agreement by Purchaser will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which Purchaser is a party or by which Purchaser is bound. (o) Each Purchaser that is an entity represents that it is a corporation, partnership, limited liability company or partnership, association, joint stock company, trust, unincorporated organization or other entity, and that (A) the Purchaser was not formed for the specific purpose of acquiring the Securities, (B) the Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (C) the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of law or the charter or other organizational documents of the Purchaser, (D) the Purchaser has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Securities, (E) the execution and delivery of this Agreement has been duly authorized by all necessary action of the Purchaser, (F) this Agreement, when executed and delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and general principles of equity and (G) the execution and delivery of this Agreement by Purchaser will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which Purchaser is a party or by which Purchaser is bound. s. Such (p) The Purchaser understands represents to the Company that any information which the foregoing representations undersigned has heretofore furnished or furnishes herewith to the Company is accurate and warranties shall may be deemed material and to have been relied upon by the Company in determining the availability of an exemption from registration under Federal and state securities laws in connection with the Offering. The Purchaser further represents and warrants that it will notify and supply corrective information to the Company relating thereto immediately upon the occurrence of any change therein occurring prior to the Company's issuance of the Securities. (q) The Purchaser is able to bear the economic risk of an investment in the Securities and, Seller at the present time, has a sufficient net worth to sustain a complete loss of such investment in the Company in the event such a loss should occur. The Purchaser’s overall commitment to investments which are not readily marketable is not excessive in view of its net worth and FPACfinancial circumstances and the purchase of the Securities will not cause such commitment to become excessive. (r) THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM, OR IN TRANSACTIONS NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES OFFERED HEREBY MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AS AMENDED AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

Purchaser Representations and Warranties. Each Purchaser solely as to itselfPurchaser, severally but and not jointly, hereby represents and warrants to the Company, Seller and FPAC that, as it itself: a. Such Purchaser (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring its Purchased Shares and its Acquired Shares only for its own account and not for the account of others, or if such Purchaser is purchasing such Purchased Shares and such Acquired Shares as a fiduciary or agent for one or more investor accounts, such Purchaser has full investment discretion with respect to each such account, and itself to the Company as follows: (a) Such Purchaser has the full power and authority to make the acknowledgements, representations execute and agreements herein on behalf deliver this Agreement and to perform all of each owner of each such accountits obligations hereunder and thereunder, and to purchase, acquire and accept delivery of the Purchased Securities. (iiib) is The Purchased Securities are being acquired for such Purchaser’s own account and not acquiring such Purchased Shares and such Acquired Shares with a view to, or for offer or sale in connection withintention of, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A). Such Purchaser is not an entity formed for the specific purpose of acquiring such Purchased Shares and such Acquired Shares. b. Following completion of the transfer of ownership and title of the Purchased Shares from Seller to such Purchaser pursuant to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein1933 Act, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares to the Company free and clear of all liens and encumbrances so that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under or any applicable state securities Laws. c. (c) Such Purchaser is knowledgeable in financial matters and is able to evaluate the risks and benefits of an investment in the Purchased Securities. Such Purchaser understands and acknowledges that such investment is a speculative venture, involves a high degree of risk and is subject to complete risk of loss. Such Purchaser has carefully considered and has, to the extent such Purchaser deems necessary, discussed with such Purchaser’s professional legal, tax, accounting and financial advisers the suitability of its investment in the Purchased Shares and such Acquired Shares are being offered Securities. (d) Such Purchaser is able to bear the economic risk of its investment in a transaction not involving any public offering within the meaning Purchased Securities for an indefinite period of time because the Purchased Securities Act and that such Purchased Shares and such Acquired Shares have not been registered under the Securities Act1933 Act and, therefore, cannot be sold unless subsequently registered under the 1933 Act or an exemption from such registration is available. Such Purchaser understands that such Purchased Shares and such Acquired Shares may not be resold, transferred, pledged or otherwise disposed of by such Purchaser absent an effective registration statement under the Securities Act except Purchaser: (i) understands and acknowledges that the Purchased Securities being issued to the issuer of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S Purchaser have not been registered under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities 1933 Act, and in each of cases (i) and (iii) in accordance with any applicable nor under the securities Laws of the states and other jurisdictions of the United Statesany state, and that such Purchased Shares and such Acquired Shares will be subject to a restrictive legend to such effect. Such Purchaser acknowledges that such Purchased Shares and such Acquired Shares will not be eligible for resale pursuant to Rule 144A promulgated nor under the Securities Act. Such Purchaser understands and agrees that such Purchased Shares and such Acquired Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, such Purchaser may not be able to readily resell such Purchased Shares and such Acquired Shares and may be required to bear the financial risk of an investment in such Purchased Shares and such Acquired Shares for an indefinite period of time. Such Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer Laws of any of such Purchased Shares and such Acquired Shares. d. Such Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to such Purchaser, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement (and any other Transaction Documents or agreements executed and delivered in connection with the Transaction to which such Purchaser is party, if any). e. Such Purchaser’s acquisition and holding of such Purchased Shares and such Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Law. f. Such Purchaser acknowledges and agrees that such Purchaser has received such information as such Purchaser deems necessary in order to make an investment decision with respect to such Purchased Shares and such Acquired Shares, including, with respect to the Company, the Transaction and the Target. Such Purchaser represents and agrees that such Purchaser and such Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as such Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Purchased Shares and the Acquired Shares. g. Such Purchaser became aware of this offering of such Purchased Shares and such Shares solely by means of direct contact between such Purchaser, Seller and the Company or their respective representatives, and such Purchased Shares and such Shares were offered to such Purchaser solely by direct contact between such Purchaser, Seller and the Company or their respective representatives. Such Purchaser did not become aware of this offering of such Purchased Shares and such Shares, nor were such Purchased Shares and such Shares offered to such Purchaser, by any other means. Such Purchaser acknowledges that Seller and the Company each represents and warrants that such Purchased Shares and such Acquired Shares, as applicable, (i) were not offered by any form of general solicitation or general advertising country and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities Laws. h. Such Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such Purchased Shares and such Acquired Shares. Such Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in such Purchased Shares and such Acquired Shares, and such Purchaser has sought such accounting, legal and tax advice as such Purchaser has considered necessary to make an informed investment decision. i. Alone, or together with any professional advisor(s), such Purchaser has adequately analyzed and fully considered the risks of an investment in such Purchased Shares and such Acquired Shares and determined that such Purchased Shares and such Acquired Shares are a suitable investment for such Purchaser and that such Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total loss of such Purchaser’s investment in the Company. Such Purchaser acknowledges specifically that a possibility of total loss exists. j. In making its decision to purchase such Purchased Shares and such Acquired Shares, such Purchaser has relied solely upon independent investigation made by such Purchaser. k. Such Purchaser understands and agrees recognizes that no federal or state public agency has passed upon the accuracy or endorsed adequacy of any information provided to such Purchaser or the merits fairness of the terms of its investment in the Purchased Securities. (e) Such Purchaser has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Purchased Securities and has had full access to such Shares or made any findings or determination other information concerning the Company as to the fairness of this investmenthas been requested. l. Such Purchaser has been duly formed or incorporated (f) This Agreement constitutes the legal, valid and is validly existing in good standing under the Laws of its jurisdiction of incorporation or formation, with full power, authority and capacity to enter into, deliver and perform its obligations under this Agreement and has taken all actions required to enter into this Agreement and to complete the purchase of such Purchased Shares and such Acquired Shares contemplated hereunder. m. The execution and delivery of this Agreement by such Purchaser and the compliance by such Purchaser with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets binding obligation of such Purchaser; (ii) result in any violation of the provisions of the organizational documents of such Purchaser; or (iii) provided that the Required Approvals have been obtained, result in any violation of any Law or Governmental Order applicable to such Purchaser, except (in the case of clauses (i) or (iii) above) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. n. This Agreement has been duly authorized, executed and delivered by such Purchaser and is enforceable against such Purchaser in accordance with its terms, except and the execution, delivery and performance of this Agreement by such Purchaser does not and will not conflict with, violate or cause a breach of any Contract to which such Purchaser is a party or any Order to which such Purchaser is subject. (g) Such Purchaser became aware of the offering of the Purchased Securities other than by means of general advertising or general solicitation. (h) Such Purchaser is an “accredited investor” as that term is defined under the 1933 Act and Regulation D promulgated thereunder, as amended by Section 413 of the Private Fund Investment Advisers Registration Act of 2010 and any applicable rules or regulations or interpretations thereof promulgated by the SEC or its staff. (i) Such Purchaser acknowledges that the certificates for the Purchased Shares will contain a legend substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.” Subject to any lock-up or other similar agreement that may apply to the Purchased Shares as may be limited or otherwise affected by specifically agreed to with an applicable Purchaser, the requirement that the Purchased Shares contain the legend set forth in clause (i) bankruptcyabove shall cease and terminate when such shares are transferred pursuant to Rule 144 promulgated under the 1933 Act. Upon the consummation of an event described in the immediately preceding sentence, insolvencythe Company, fraudulent conveyanceupon surrender of certificates containing such legend, reorganizationshall, moratorium at its own expense (without the need for any opinion of counsel for a Purchaser), deliver to the holder of any such securities as to which the requirement for such legend shall have terminated, one or other Laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equitymore new certificates evidencing such securities not bearing such legend. o. Neither the due diligence investigation conducted by such (j) Each Purchaser in connection with making its decision to acquire such Purchased Shares and such Acquired Shares nor any representations and warranties made by such Purchaser herein shall modify, amend holding 20% or affect such Purchaser’s right to rely on the truth, accuracy and completeness more of the Company’s and Seller’s respective representations and warranties contained herein. p. The Purchase Price payable by voting equity securities (as used in Rule 506(d)(1) of the 0000 Xxx) represents that neither (i) such Purchaser is not directly or indirectly derivedPurchaser, obtained, received, taken, acquired, or gained, and does not stem, from any violation by such Purchaser or (ii) any of its directors, executive officers, employees, affiliates or, to such Purchaser’s knowledge, any of its agents other officers that may serve as a director or other persons authorized to act on behalf of such Purchaser officer of any Laws company in which it invests, general partners or regulations concerning money launderingmanaging members, corruption, or bribery of any jurisdiction, any rules and regulations thereunder, or any related or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, or proceeding with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to such Purchaser’s knowledge, threatened by or before any Governmental Authority involving such Purchaser or its directors, officers, employees, agents, affiliates, or other persons authorized to act on behalf of such Purchaser. q. Such Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“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) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or nor (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such Purchaser is not a financial institution subject to any beneficial owner of the Bank Secrecy Act Company’s voting equity securities (31 U.S.C. Section 5311 et seq.in accordance with Rule 506(d) (of the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”). To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed to ensure that the funds 0000 Xxx) held by such Purchaser is subject to any Disqualification Event, except for Disqualification Events covered by Rule 506(d)(2) or (d)(3) under the 1933 Act and used to purchase its Purchased Shares and to acquire its Acquired Shares were legally derived. r. As disclosed reasonably in advance of the date hereof, such Purchaser has available Closing in writing in reasonable detail to it, and at the Closing such Purchaser will have, sufficient funds to enable it to pay the portion of the Purchase Price payable by such Purchaser in accordance with this Agreement. s. Such Purchaser understands that the foregoing representations and warranties shall be deemed material and to have been relied upon by the Company, Seller and FPAC.

Purchaser Representations and Warranties. Each The Purchaser solely as to itself, severally but not jointly, represents and warrants to the Company, Seller and FPAC other parties hereto that, as it itself: of the date hereof and as of the Closing Date: a. Such the Purchaser (i) (x) is not a “qualified institutional buyerU.S. person” (as defined in Rule 144A within the meaning of Regulation S under the Securities ActAct and is acquiring the Subscription Shares and the Purchased Shares outside the United States in compliance with Regulation S under the Securities Act and (y) and is an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A), (ii) is acquiring its the Purchased Shares and its Acquired subscribing for the Subscription Shares only for its own account and not for the account of othersothers (including no “U.S. Person”, or if as such Purchaser term is purchasing such Purchased Shares and such Acquired Shares as a fiduciary or agent for one or more investor accounts, such Purchaser has full investment discretion with respect to each such account, and defined in Regulation S under the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such accountSecurities Act), and (iii) is not acquiring such the Purchased Shares and such Acquired or subscribing for the Subscription Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A)Act. Such The Purchaser is not an entity formed for the specific purpose of acquiring such the Purchased Shares or subscribing for the Subscription Shares; b. the Purchaser understands that the Purchased Shares and such Acquired Shares. b. Following completion of the transfer of ownership and title of the Purchased Shares from Seller to such Purchaser pursuant to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares to the Company free and clear of all liens and encumbrances so that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under applicable securities Laws. c. Such Purchaser understands that such Purchased Shares and such Acquired Subscription Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that such the Purchased Shares and such Acquired the Subscription Shares have not been registered under the Securities Act. Such The Purchaser understands that such the Purchased Shares and such Acquired the Subscription Shares may not be resold, transferred, pledged or otherwise disposed of by such the Purchaser absent an effective registration statement under the Securities Act except (i) to the issuer of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities Laws laws of the states and other jurisdictions of the United States, and that such the Purchased Shares and such Acquired the Subscription Shares will be subject to a restrictive legend to such effect. Such The Purchaser acknowledges that such the Purchased Shares and such Acquired the Subscription Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Such The Purchaser understands and agrees that such the Purchased Shares and such Acquired the Subscription Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, such the Purchaser may not be able to readily resell such the Purchased Shares and such Acquired the Subscription Shares and may be required to bear the financial risk of an investment in such the Purchased Shares and such Acquired the Subscription Shares for an indefinite period of time. Such The Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of such the Purchased Shares and such Acquired the Subscription Shares. d. Such ; c. the Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to such the Purchaser, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement (and any other Transaction Documents or agreements executed and delivered in connection with the Transaction to which such the Purchaser is party, if any). e. Such Purchaser’s acquisition and holding ; d. the Purchaser is not using “plan assets” (within the meaning of such Purchased Shares and such Acquired Shares will not constitute or result in a non-exempt prohibited transaction under 29 CFR § 2510.3- 101, as modified by Section 406 3(42) of the Employee Retirement Income Security Act of 1974, as amended) in connection with the Purchaser’s acquisition, Section 4975 subscription and holding (as the case may be) of the Internal Revenue Code of 1986, as amended, or any applicable similar Law. f. Such Purchased Shares and the Subscription Shares; e. the Purchaser acknowledges and agrees that such the Purchaser has received such information as such the Purchaser deems necessary in order to make an investment decision with respect 11 to such the Purchased Shares and such Acquired the Subscription Shares, including, with respect to the Company, the Transaction and the Target. Such The Purchaser represents and agrees that such the Purchaser and such the Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as such the Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Purchased Shares and the Acquired Subscription Shares. g. Such ; f. the Purchaser became aware of this offering of such the Purchased Shares and such the Subscription Shares solely by means of direct contact between such the Purchaser, Seller Globetrotter, Holdco and the Company or their respective representatives, and such the Purchased Shares and such the Subscription Shares were offered to such the Purchaser solely by direct contact between such the Purchaser, Seller Globetrotter, Holdco and the Company or their respective representatives. Such The Purchaser did not become aware of this offering of such the Purchased Shares and such the Subscription Shares, nor were such the Purchased Shares and such the Subscription Shares offered to such the Purchaser, by any other means. Such The Purchaser acknowledges that each Seller and the Company each Company, severally and not jointly, represents and warrants that such the Purchased Shares and such Acquired the Subscription Shares, as applicable, (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities Laws. h. Such laws; g. the Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such the Purchased Shares and such Acquired the Subscription Shares. Such The Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in such the Purchased Shares and such Acquired the Subscription Shares, and such the Purchaser has sought such accounting, legal and tax advice as such the Purchaser has considered necessary to make an informed investment decision. i. Alone; h. alone, or together with any professional advisor(s), such the Purchaser has adequately analyzed and fully considered the risks of an investment in such the Purchased Shares and such Acquired the Subscription Shares and determined that such the Purchased Shares and such Acquired the Subscription Shares are a suitable investment for such the Purchaser and that such the Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total loss of such the Purchaser’s investment in the Company. Such The Purchaser acknowledges specifically that a possibility of total loss exists. j. In . For the avoidance of doubt, nothing in the foregoing acknowledgment and agreement affects or prejudices any claims, liabilities or causes of action that the Purchaser may have with respect to any breach by the Company or any Seller of any other provisions of this Agreement; i. in making its decision to purchase such the Purchased Shares and such Acquired subscribe for the Subscription Shares, such the Purchaser has relied solely upon its own independent investigation made by such Purchaser. k. Such investigations; j. the Purchaser understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of such the Subscription Shares or made any findings or determination as to the fairness of this investment. l. Such ; k. the Purchaser has been duly formed or incorporated and is validly existing in good standing under the Laws laws of its jurisdiction of incorporation or formation, with full power, authority and capacity to enter into, deliver and perform its obligations under this Agreement and has taken all actions required to enter into this Agreement (including obtaining all necessary consents, approvals, antitrust approvals and to complete the purchase of such Purchased Shares and such Acquired Shares contemplated hereunder. m. The execution and delivery of this Agreement by such Purchaser and the compliance by such Purchaser with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Purchaser; (ii) result in any violation of the provisions of the organizational documents of such Purchaser; or (iii) provided that the Required Approvals have been obtained, result in any violation of any Law or Governmental Order applicable to such Purchaser, except (in the case of clauses (i) or (iii) above) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. n. This Agreement has been duly authorized, executed and delivered by such Purchaser and is enforceable against such Purchaser in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. o. Neither the due diligence investigation conducted by such Purchaser in connection with making its decision to acquire such Purchased Shares and such Acquired Shares nor any representations and warranties made by such Purchaser herein shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s and Seller’s respective representations and warranties contained herein. p. The Purchase Price payable by such Purchaser is not directly or indirectly derived, obtained, received, taken, acquired, or gained, and does not stem, from any violation by such Purchaser or any of its directors, officers, employees, affiliates or, to such Purchaser’s knowledge, any of its agents or other persons authorized to act on behalf of such Purchaser of any Laws or regulations concerning money laundering, corruption, or bribery of any jurisdiction, any rules and regulations thereunder, or any related or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, or proceeding with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to such Purchaser’s knowledge, threatened by or before any Governmental Authority involving such Purchaser or its directors, officers, employees, agents, affiliates, or other persons authorized to act on behalf of such Purchaser. q. Such Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“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) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such Purchaser is not a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”). To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by such Purchaser and used to purchase its Purchased Shares and to acquire its Acquired Shares were legally derived. r. As of the date hereof, such Purchaser has available to it, and at the Closing such Purchaser will have, sufficient funds to enable it to pay the portion of the Purchase Price payable by such Purchaser in accordance with this Agreement. s. Such Purchaser understands that the foregoing representations and warranties shall be deemed material and to have been relied upon by the Company, Seller and FPAC.clearances,

Purchaser Representations and Warranties. Each Purchaser solely I acknowledge, represent and warrant to, and agree with, the Company as to itself, severally but not jointly, represents and warrants to the Company, Seller and FPAC that, as it itselffollows: a. Such Purchaser (a) (i) my principal address is outside the United States, (ii) I was located outside the United States at the time any offer to buy the Share(s) was made to me and at the time that the buy order was originated by me, and (iii) I am not a “qualified institutional buyerU.S. person” (as defined in Rule 144A under the Securities Act) and an institutional “accredited investor” (within the meaning of Rule 501(a902(k) under the Securities Act; (b) satisfying Any purchase of the applicable requirements set forth on Schedule A, (iiShare(s) is acquiring its Purchased Shares and its Acquired Shares only by me will be for its my own account and not or for the account of others, or if such Purchaser is purchasing such Purchased Shares and such Acquired Shares as a fiduciary or agent for one or more investor accounts, such Purchaser has full other Non U.S. Persons located outside of the United States at the time any offer to buy the Securities was made and at the time that the buy order was originated by me; (c) I and any accounts for which I am acting are acquiring the Share(s) for investment discretion with respect to each such account, purposes and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring such Purchased Shares and such Acquired Shares with a view to, or for offer or sale in connection with, any to distribution thereof or with any present intention of offering or selling any of the Share(s) in violation of the Securities Act Act; (and shall provide d) I will not engage in hedging transactions involving the requested information on Schedule A). Such Purchaser is not an entity formed for Share(s) unless in compliance with the specific purpose of acquiring such Purchased Shares and such Acquired Shares.Securities Act; b. Following completion of the transfer of ownership and title of the Purchased Shares from Seller to such Purchaser pursuant to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares to the Company free and clear of all liens and encumbrances so (e) I understand that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under applicable securities Laws. c. Such Purchaser understands that such Purchased Shares and such Acquired Shares Share(s) are being offered in a transaction not involving any public offering within the United States within the meaning of the Securities Act and that such Purchased Shares and such Acquired Shares the Securities have not been registered under the Securities Act. Such Purchaser understands Act and that such Purchased Shares and such Acquired Shares may not be resold, transferred, pledged or otherwise disposed of by such Purchaser absent an effective registration statement under the Securities Act except will bear the following legend: (if) I agree to resell the issuer Share(s) and the shares of such securities or a subsidiary thereof, (iicommon stock underlying the Share(s) to non-U.S. persons pursuant to offers and sales that occur outside only in accordance with the United States within the meaning provisions of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities Laws of the states and other jurisdictions of the United States, and that such Purchased Shares and such Acquired Shares will be subject to a restrictive legend to such effect. Such Purchaser acknowledges that such Purchased Shares and such Acquired Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Such Purchaser understands and agrees that such Purchased Shares and such Acquired Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, such Purchaser may not be able to readily resell such Purchased Shares and such Acquired Shares and may be required to bear the financial risk of an investment in such Purchased Shares and such Acquired Shares for an indefinite period of time. Such Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of such Purchased Shares and such Acquired Shares. d. Such Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to such Purchaser, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement (and any other Transaction Documents or agreements executed and delivered in connection with the Transaction to which such Purchaser is party, if any). e. Such Purchaser’s acquisition and holding of such Purchased Shares and such Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Law. f. Such Purchaser acknowledges and agrees that such Purchaser has received such information as such Purchaser deems necessary in order to make an investment decision with respect to such Purchased Shares and such Acquired Shares, including, with respect to the Company, the Transaction and the Target. Such Purchaser represents and agrees that such Purchaser and such Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as such Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Purchased Shares and the Acquired Shares. g. Such Purchaser became aware of this offering of such Purchased Shares and such Shares solely by means of direct contact between such Purchaser, Seller and the Company or their respective representatives, and such Purchased Shares and such Shares were offered to such Purchaser solely by direct contact between such Purchaser, Seller and the Company or their respective representatives. Such Purchaser did not become aware of this offering of such Purchased Shares and such Shares, nor were such Purchased Shares and such Shares offered to such Purchaser, by any other means. Such Purchaser acknowledges that Seller and the Company each represents and warrants that such Purchased Shares and such Acquired Shares, as applicable, (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or pursuant to an available exemption from registration; (g) I acknowledge that you, the Company and others will rely upon my confirmation, acknowledgments and agreements set forth herein and I agree to notify you promptly if any state securities Laws. h. Such Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such Purchased Shares and such Acquired Shares. Such Purchaser has such knowledge and experience in financial and business matters as my representations or warranties herein cease to be capable of evaluating accurate and complete; and (h) I understand that the merits and risks of an investment in such Purchased Shares and such Acquired Shares, and such Purchaser has sought such accounting, legal and tax advice as such Purchaser has considered necessary Company is entitled to make an informed investment decision. i. Alone, or together with any professional advisor(s), such Purchaser has adequately analyzed and fully considered the risks of an investment in such Purchased Shares and such Acquired Shares and determined that such Purchased Shares and such Acquired Shares are a suitable investment for such Purchaser and that such Purchaser is able at rely upon this time and in the foreseeable future to bear the economic risk of a total loss of such Purchaser’s investment in the Company. Such Purchaser acknowledges specifically that a possibility of total loss exists. j. In making its decision to purchase such Purchased Shares and such Acquired Shares, such Purchaser has relied solely upon independent investigation made by such Purchaser. k. Such Purchaser understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of such Shares or made any findings or determination as to the fairness of this investment. l. Such Purchaser has been duly formed or incorporated Acknowledgment and is validly existing in good standing under the Laws of its jurisdiction of incorporation irrevocably authorized to produce this Acknowledgment or formation, with full power, authority and capacity a copy hereof to enter into, deliver and perform its obligations under this Agreement and has taken all actions required to enter into this Agreement and to complete the purchase of such Purchased Shares and such Acquired Shares contemplated hereunder. m. The execution and delivery of this Agreement by such Purchaser and the compliance by such Purchaser with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Purchaser; (ii) result interested party in any violation of the provisions of the organizational documents of such Purchaser; administrative or (iii) provided that the Required Approvals have been obtained, result in any violation of any Law legal proceeding or Governmental Order applicable to such Purchaser, except (in the case of clauses (i) or (iii) above) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. n. This Agreement has been duly authorized, executed and delivered by such Purchaser and is enforceable against such Purchaser in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. o. Neither the due diligence investigation conducted by such Purchaser in connection with making its decision to acquire such Purchased Shares and such Acquired Shares nor any representations and warranties made by such Purchaser herein shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s and Seller’s respective representations and warranties contained herein. p. The Purchase Price payable by such Purchaser is not directly or indirectly derived, obtained, received, taken, acquired, or gained, and does not stem, from any violation by such Purchaser or any of its directors, officers, employees, affiliates or, to such Purchaser’s knowledge, any of its agents or other persons authorized to act on behalf of such Purchaser of any Laws or regulations concerning money laundering, corruption, or bribery of any jurisdiction, any rules and regulations thereunder, or any related or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, or proceeding official inquiry with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to such Purchaser’s knowledge, threatened by or before any Governmental Authority involving such Purchaser or its directors, officers, employees, agents, affiliates, or other persons authorized to act on behalf of such Purchasermatters covered hereby. q. Such Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“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) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such Purchaser is not a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”). To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by such Purchaser and used to purchase its Purchased Shares and to acquire its Acquired Shares were legally derived. r. As of the date hereof, such Purchaser has available to it, and at the Closing such Purchaser will have, sufficient funds to enable it to pay the portion of the Purchase Price payable by such Purchaser in accordance with this Agreement. s. Such Purchaser understands that the foregoing representations and warranties shall be deemed material and to have been relied upon by the Company, Seller and FPAC.

Purchaser Representations and Warranties. Each The Purchaser solely as to itself, severally but not jointly, represents and warrants to the Company, Seller BRCPOF and FPAC BRPM that, as it itself: a. Such (a) If an entity, the Purchaser (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule Aduly organized, (ii) is acquiring its Purchased Shares and its Acquired Shares only for its own account and not for the account of others, or if such Purchaser is purchasing such Purchased Shares and such Acquired Shares as a fiduciary or agent for one or more investor accounts, such Purchaser has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring such Purchased Shares and such Acquired Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A). Such Purchaser is not an entity formed for the specific purpose of acquiring such Purchased Shares and such Acquired Shares. b. Following completion of the transfer of ownership and title of the Purchased Shares from Seller to such Purchaser pursuant to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares to the Company free and clear of all liens and encumbrances so that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under applicable securities Laws. c. Such Purchaser understands that such Purchased Shares and such Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that such Purchased Shares and such Acquired Shares have not been registered under the Securities Act. Such Purchaser understands that such Purchased Shares and such Acquired Shares may not be resold, transferred, pledged or otherwise disposed of by such Purchaser absent an effective registration statement under the Securities Act except (i) to the issuer of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities Laws of the states and other jurisdictions of the United States, and that such Purchased Shares and such Acquired Shares will be subject to a restrictive legend to such effect. Such Purchaser acknowledges that such Purchased Shares and such Acquired Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Such Purchaser understands and agrees that such Purchased Shares and such Acquired Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, such Purchaser may not be able to readily resell such Purchased Shares and such Acquired Shares and may be required to bear the financial risk of an investment in such Purchased Shares and such Acquired Shares for an indefinite period of time. Such Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of such Purchased Shares and such Acquired Shares. d. Such Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to such Purchaser, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement (and any other Transaction Documents or agreements executed and delivered in connection with the Transaction to which such Purchaser is party, if any). e. Such Purchaser’s acquisition and holding of such Purchased Shares and such Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Law. f. Such Purchaser acknowledges and agrees that such Purchaser has received such information as such Purchaser deems necessary in order to make an investment decision with respect to such Purchased Shares and such Acquired Shares, including, with respect to the Company, the Transaction and the Target. Such Purchaser represents and agrees that such Purchaser and such Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as such Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Purchased Shares and the Acquired Shares. g. Such Purchaser became aware of this offering of such Purchased Shares and such Shares solely by means of direct contact between such Purchaser, Seller and the Company or their respective representatives, and such Purchased Shares and such Shares were offered to such Purchaser solely by direct contact between such Purchaser, Seller and the Company or their respective representatives. Such Purchaser did not become aware of this offering of such Purchased Shares and such Shares, nor were such Purchased Shares and such Shares offered to such Purchaser, by any other means. Such Purchaser acknowledges that Seller and the Company each represents and warrants that such Purchased Shares and such Acquired Shares, as applicable, (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities Laws. h. Such Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such Purchased Shares and such Acquired Shares. Such Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in such Purchased Shares and such Acquired Shares, and such Purchaser has sought such accounting, legal and tax advice as such Purchaser has considered necessary to make an informed investment decision. i. Alone, or together with any professional advisor(s), such Purchaser has adequately analyzed and fully considered the risks of an investment in such Purchased Shares and such Acquired Shares and determined that such Purchased Shares and such Acquired Shares are a suitable investment for such Purchaser and that such Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total loss of such Purchaser’s investment in the Company. Such Purchaser acknowledges specifically that a possibility of total loss exists. j. In making its decision to purchase such Purchased Shares and such Acquired Shares, such Purchaser has relied solely upon independent investigation made by such Purchaser. k. Such Purchaser understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of such Shares or made any findings or determination as to the fairness of this investment. l. Such Purchaser has been duly formed or incorporated and is validly existing and in good standing under the Laws laws of its jurisdiction of incorporation or formation, with full power, and (ii) has the requisite power and authority and capacity to enter into, deliver into and perform its obligations under this Agreement and has taken all actions required to enter into this Agreement and to complete the purchase of such Purchased Shares and such Acquired Shares contemplated hereunderSecurities Purchase Agreement. m. (b) This Securities Purchase Agreement has been duly executed and delivered by the Purchaser, and assuming the due authorization, execution and delivery of the same by BRPM, this Securities Purchase Agreement shall constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies. (c) The execution and delivery of this Agreement by such Purchaser Securities Purchase Agreement, the purchase of the Purchased Shares, Incentive Shares and Incentive Warrants and the compliance by such the Purchaser with all of the provisions of this Securities Purchase Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Purchaserthe Purchaser pursuant to the terms of, (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Purchaser is a party or by which the Purchaser is bound or to which any of the property or assets of the Purchaser is subject; (ii) result in any violation of the provisions of the organizational documents of such the Purchaser; or (iii) provided that the Required Approvals have been obtainedany statute or any judgment, result in any violation order, rule or regulation of any Law court or Governmental Order applicable to such Purchasergovernmental agency or body, except (domestic or foreign, having jurisdiction over the Purchaser or any of its properties that, in the case of clauses (i) or and (iii) above) as ), would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Purchaser’s ability of such Purchaser to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, including the purchase of the Purchased Shares, Incentive Shares and Incentive Warrants (a “Purchaser Material Adverse Effect”). n. This Agreement (d) The Purchaser (i) is an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring the Purchased Shares, Incentive Shares and Incentive Warrants only for its own account and not for the account of others, or if the Purchaser is subscribing for the Purchased Shares, Incentive Shares and Incentive Warrants as a fiduciary or agent for one or more investor accounts, each owner of such account is a qualified institutional buyer and the Purchaser has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring the Purchased Shares, Incentive Shares and Incentive Warrants with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and has provided BRPM with the requested information on Schedule A following the signature page hereto). The Purchaser is not an entity formed for the specific purpose of acquiring the Purchased Shares, Incentive Shares and Incentive Warrants. (e) The Purchaser understands that the Purchased Shares, Incentive Shares and Incentive Warrants are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Purchased Shares, Incentive Shares and Incentive Warrants have not been duly authorizedregistered under the Securities Act. The Purchaser understands that the Purchased Shares, executed Incentive Shares and delivered Incentive Warrants may not be resold, transferred, pledged or otherwise disposed of by such the Purchaser absent an effective registration statement under the Securities Act, except (i) to BRPM or a subsidiary thereof, or (ii) pursuant to an applicable exemption from the registration requirements of the Securities Act, and, in each of cases (i) and is enforceable against such Purchaser (ii), in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or book-entry position representing the Purchased Shares, Incentive Shares and Incentive Warrants shall contain a legend to such effect. The Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Purchased Shares, Incentive Shares and Incentive Warrants. (f) The Purchaser understands and agrees that the Purchaser is purchasing the Purchased Shares, Incentive Shares and Incentive Warrants directly from BRCPOF. The Purchaser further acknowledges that there have not been, and the Purchaser is not relying on, any representations, warranties, covenants or agreements made to the Purchaser by BRPM, BRCPOF, any other party to the Business Combination or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of BRPM and BRCPOF included in this Securities Purchase Agreement. The Purchaser acknowledges that certain information provided by BRPM was based on projections, and such projections were prepared based on assumptions and estimates that are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections. (g) In making its termsdecision to purchase the Purchased Shares, except Incentive Shares and Incentive Warrants, the Purchaser has relied solely upon independent investigation made by the Purchaser. Without limiting the generality of the foregoing, the Purchaser has not relied on any statements or other information provided by BRPM or BRCPOF (other than as may be limited set forth herein) or otherwise affected any Placement Agent concerning BRPM, BRCPOF, the Business Combination or the Purchased Shares, Incentive Shares and Incentive Warrants. The Purchaser acknowledges and agrees that the Purchaser has received such information as the Purchaser deems necessary in order to make an investment decision with respect to the Purchased Shares, Incentive Shares and Incentive Warrants, including with respect to BRPM, BRCPOF, the Business Combination and the Target. The Purchaser represents and agrees that the Purchaser and the Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the Purchaser and the Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Purchased Shares, Incentive Shares and Incentive Warrants. (h) The Purchaser became aware of this purchase of the Purchased Shares, Incentive Shares and Incentive Warrants solely by means of direct contact between the Purchaser, BRCPOF and BRPM or by means of contact from the Placement Agents, and the Purchased Shares, Incentive Shares and Incentive Warrants were offered to the Purchaser solely by direct contact between the Purchaser, BRCPOF and BRPM or by contact between the Purchaser and the Placement Agents. The Purchaser did not become aware of this offering of the Purchased Shares, Incentive Shares and Incentive Warrants, nor were the Purchased Shares, Incentive Shares and Incentive Warrants offered to the Purchaser, by any other means. The Purchaser acknowledges that BRPM represents and warrants that the Purchased Shares, Incentive Shares and Incentive Warrants (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium were not offered by any form of general solicitation or other Laws relating to or affecting the rights of creditors generally, general advertising and (ii) principles of equityare not being offered in a manner involving a public offering under, whether considered at law or equityin a distribution in violation of, the Securities Act or any state securities laws. o. Neither (i) The Purchaser acknowledges that it is aware that there are substantial risks incident to the due diligence investigation conducted by such Purchaser in connection with making its decision to acquire such purchase and ownership of the Purchased Shares, Incentive Shares and Incentive Warrants. The Purchaser has such Acquired knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Purchased Shares, Incentive Shares nor any representations and warranties made by Incentive Warrants, and the Purchaser has had an opportunity to seek, and has sought, such accounting, legal and tax advice as the Purchaser herein shall modifyhas considered necessary to make an informed investment decision. (j) The Purchaser has adequately analyzed and fully considered the risks of an investment in the Purchased Shares, amend or affect such Incentive Shares and Incentive Warrants and determined that the Purchased Shares, Incentive Shares and Incentive Warrants are a suitable investment for the Purchaser and that the Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Purchaser’s right to rely on investment in BRPM. The Purchaser acknowledges specifically that a possibility of total loss exists. (k) The Purchaser understands and agrees that no federal or state agency has passed upon or endorsed the truth, accuracy and completeness merits of the Company’s offering of the Purchased Shares, Incentive Shares and Seller’s respective representations and warranties contained hereinIncentive Warrants or made any findings or determination as to the fairness of this investment. p. (l) The Purchase Price payable by such Purchaser is does not directly or indirectly derivedhave, obtained, received, taken, acquired, or gainedas of the date hereof, and does during the 30-day period immediately prior to the date hereof the Purchaser has not stem, from any violation by such Purchaser or any of its directors, officers, employees, affiliates or, to such Purchaser’s knowledgeentered into, any of its agents “put equivalent position” as such term is defined in Rule 16a-1 under the Exchange Act or other persons authorized to act on behalf of such Purchaser of any Laws or regulations concerning money laundering, corruption, or bribery of any jurisdiction, any rules and regulations thereunder, or any related or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, or proceeding short sale positions with respect to the Money Laundering securities of BRPM. (m) The Purchaser acknowledges and agrees that the book-entry position representing the Purchased Shares, Incentive Shares and Incentive Warrants (or Antieach certificate representing such securities if subsequently requested and obtained by the Purchaser) will bear or reflect, as applicable, a legend substantially similar to the following: “THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF BRPM THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) PURSUANT TO ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (III) TO BRPM, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. BRPM MAY REQUIRE THE DELIVERY OF A WRITTEN OPINION OF COUNSEL, CERTIFICATIONS AND/OR ANY OTHER INFORMATION IT REASONABLY REQUIRES TO CONFIRM THE SECURITIES ACT EXEMPTION FOR SUCH TRANSACTION.” (n) The Purchaser’s acquisition and holding of the Purchased Shares, Incentive Shares and Incentive Warrants will not constitute or result in a non-Corruption exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or Anti Bribery Laws subsistsany applicable similar law. (o) If the Purchaser is not a U.S. person as defined in Rule 902 under the Securities Act or a United States person as defined in the Code, is pending orthe Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Purchased Shares, Incentive Shares and Incentive Warrants or any use of this Securities Purchase Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Purchased Shares, Incentive Shares and Incentive Warrants, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Purchased Shares, Incentive Shares and Incentive Warrants. The Purchaser’s knowledgepayment for and continued beneficial ownership of the Purchased Shares, threatened by or before Incentive Shares and Incentive Warrants will not violate any Governmental Authority involving such Purchaser or its directors, officers, employees, agents, affiliates, applicable securities or other persons authorized to act on behalf laws of such the Purchaser’s jurisdiction. q. Such (p) The Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“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) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bankbank (collectively, a “Prohibited Investor”). Such The Purchaser agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Purchaser is not permitted to do so under applicable law. If the Purchaser is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Purchaser maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required by applicable lawrequired, such the Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To The Purchaser also represents that, to the extent required by applicable lawrequired, such the Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by such the Purchaser and used to purchase its the Purchased Shares, Incentive Shares and to acquire its Acquired Shares Incentive Warrants were legally derived. r. As (q) The Purchaser acknowledges that in connection with the offer and sale of the date hereofPurchased Shares, such Incentive Shares and Incentive Warrants, (i) no disclosure or offering document has been delivered to the Purchaser by any Placement Agent or any of their respective affiliates and (ii) no Placement Agent has available to it, and at acted as the Closing such Purchaser will have, sufficient funds to enable it to pay the portion of the Purchase Price payable by such Purchaser in accordance with this AgreementPurchaser’s financial advisor or fiduciary. s. Such Purchaser understands that (r) Except for the foregoing specific representations and warranties contained in this Section 7 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed material to make any other express or implied representation or warranty with respect to the Purchaser and to this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by BRPM in Section 5 of this Agreement and by BRCPOF in Section 6 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser specifically disclaims that it, or anyone on its behalf, is relying upon any representations or warranties that may have been relied upon made by the CompanyBRPM, Seller and FPACBRCPOF or any person acting on behalf of BRPM, BRCPOF or any of their respective affiliates.

Purchaser Representations and Warranties. Each Purchaser solely as to itselfof the Purchasers hereby severally, severally but not jointly, represents and warrants to the Company, Seller and FPAC that, as it itself: a. Such Purchaser (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring its Purchased Shares and its Acquired Shares only for its own account and not for the account of othersjointly with any other Purchaser, or if such Purchaser is purchasing such Purchased Shares represents, warrants, acknowledges and such Acquired Shares agrees as a fiduciary or agent for one or more investor accounts, such Purchaser has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring such Purchased Shares and such Acquired Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (date hereof and shall provide the requested information on Schedule A). Such Purchaser is not an entity formed for the specific purpose of acquiring such Purchased Shares and such Acquired Shares. b. Following completion as of the transfer of ownership and title of the Purchased Shares from Seller to such Purchaser pursuant to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares Closing Date to the Company free and clear of all liens and encumbrances so that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under applicable securities Laws.as follows: c. Such Purchaser understands that such Purchased Shares and such Acquired (a) The Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that such Purchased Shares and such Acquired Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, except as set forth in the Registration Rights Agreement, the Company has no present or future obligation to register the Shares under the Securities Act or any state securities laws. Such Purchaser understands that such Purchased the offering and sale of the Shares and such Acquired Shares may not is intended to be resold, transferred, pledged or otherwise disposed of by such Purchaser absent an effective exempt from registration statement under the Securities Act except (i) to the issuer of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, by virtue of Section 4(2) thereof and in each the provisions of cases (i) and (iii) in accordance with any applicable securities Laws of the states and other jurisdictions of the United StatesRegulation D promulgated thereunder, and that such Purchased Shares and such Acquired Shares will be or not subject to a restrictive legend to such effect. Such Purchaser acknowledges that such Purchased Shares and such Acquired Shares will not be eligible for resale pursuant to Rule 144A requirement, by virtue of Regulation S promulgated under the Securities Act, based, in part, upon the representations, warranties and agreements of such Purchaser contained in this Agreement. (b) Such Purchaser has had access to the SEC Reports and has received all other documents requested by such Purchaser. Such Purchaser has carefully reviewed the SEC Reports and all such other documents and understands the information contained therein. (c) All documents, records and agrees that such Purchased Shares and such Acquired Shares will be subject books pertaining to transfer restrictions and, as a result of these transfer restrictions, such Purchaser may not be able to readily resell such Purchased Shares and such Acquired Shares and may be required to bear the financial risk of an investment in such Purchased the Shares and such Acquired Shares for an indefinite period of time. Such Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of such Purchased Shares and such Acquired Shares. d. Such Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to such Purchaser, expressly or available for inspection by implication, other than those representations, warranties, covenants and agreements included in this Agreement (and any other Transaction Documents or agreements executed and delivered in connection with the Transaction to which such Purchaser is party, if any). e. Such Purchaser’s acquisition and holding of such Purchased Shares and such Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Law. f. Such Purchaser acknowledges and agrees that such Purchaser has received such information as such Purchaser deems necessary in order to make an investment decision with respect to such Purchased Shares and such Acquired Shares, including, with respect to the Company, the Transaction and the Target. Such Purchaser represents and agrees that such Purchaser and such Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as such Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Purchased Shares and the Acquired Shares. g. Such Purchaser became aware of this offering of such Purchased Shares and such Shares solely by means of direct contact between such Purchaser, Seller and the Company or their respective representatives, and such Purchased Shares and such Shares were offered to such Purchaser solely by direct contact between such Purchaser, Seller and the Company or their respective its representatives. Such Purchaser did not become aware of this offering of hereby acknowledges that all such Purchased Shares information is confidential and such Shares, nor were Purchaser shall not disclose any such Purchased Shares and such Shares offered confidential information to such Purchaser, any third party other than as may be required by any other means. Such Purchaser acknowledges that Seller and the Company each represents and warrants that such Purchased Shares and such Acquired Shares, as applicable, (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities Lawslaw. h. Such Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such Purchased Shares and such Acquired Shares. (d) Such Purchaser has such knowledge had a reasonable opportunity to ask questions of and experience in financial and business matters as to be capable receive answers from a person or persons acting on behalf of evaluating the merits and risks Company concerning the offering of an investment in such Purchased the Shares and such Acquired Sharesthe business, financial condition, results of operations and prospects of the Company, and all such Purchaser has sought such accounting, legal and tax advice as such Purchaser has considered necessary questions have been answered to make an informed investment decision. i. Alone, or together with any professional advisor(s), such Purchaser has adequately analyzed and fully considered the risks of an investment in such Purchased Shares and such Acquired Shares and determined that such Purchased Shares and such Acquired Shares are a suitable investment for such Purchaser and that such Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total loss full satisfaction of such Purchaser’s investment in the Company. Such Purchaser acknowledges specifically that a possibility of total loss exists. j. In making its decision to purchase Neither such Purchased Shares and such Acquired Shares, such Purchaser has relied solely upon independent inquiries nor any other investigation made conducted by such Purchaser. k. Such Purchaser understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of such Shares or made any findings or determination as to the fairness of this investment. l. Such Purchaser has been duly formed or incorporated and is validly existing in good standing under the Laws of its jurisdiction of incorporation or formation, with full power, authority and capacity to enter into, deliver and perform its obligations under this Agreement and has taken all actions required to enter into this Agreement and to complete the purchase of such Purchased Shares and such Acquired Shares contemplated hereunder. m. The execution and delivery of this Agreement by such Purchaser and the compliance by such Purchaser with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Purchaser; (ii) result in any violation of the provisions of the organizational documents of such Purchaser; or (iii) provided that the Required Approvals have been obtained, result in any violation of any Law or Governmental Order applicable to such Purchaser, except (in the case of clauses (i) or (iii) above) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability behalf of such Purchaser to enter into and perform or its obligations under this Agreement and to consummate the transactions contemplated hereby. n. This Agreement has been duly authorized, executed and delivered by such Purchaser and is enforceable against such Purchaser in accordance with its terms, except as may be limited representatives or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. o. Neither the due diligence investigation conducted by such Purchaser in connection with making its decision to acquire such Purchased Shares and such Acquired Shares nor any representations and warranties made by such Purchaser herein counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s and Seller’s respective representations and warranties contained hereinin this Agreement. p. The Purchase Price payable (e) In evaluating the suitability of an investment in the Company, such Purchaser has not relied upon any representation or other information (oral or written) other than as stated in this Agreement. (f) Such Purchaser is unaware of, is in no way relying on, and did not become aware of the Offering through or as a result of, any form of general solicitation or general advertising as those terms are used in Regulation D under the Securities Act, including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, in connection with the Offering and is not subscribing for Shares and did not become aware of the Offering through or as a result of any seminar or meeting to which such Purchaser was invited by, or any solicitation of a subscription by, a person not previously known to such Purchaser. (g) Such Purchaser has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby. (h) Such Purchaser has such knowledge and experience in financial, tax and business matters, and, in particular, investments in securities similar to the Shares so as to enable such Purchaser to utilize the information made available to it in connection with the Offering to evaluate the merits and risks of an investment in the Shares and the Company and to make an informed investment decision with respect thereto. (i) Such Purchaser is not directly or indirectly derived, obtained, received, taken, acquired, or gained, and does not stem, from any violation by such Purchaser relying on the Company or any of its directors, officers, employees, affiliates orofficers or agents with respect to the legal, tax, economic and related considerations as to an investment in the Shares and such Purchaser has relied on the advice of, or has consulted with, only his own advisors. (j) Such Purchaser is acquiring the Shares solely for such Purchaser’s knowledgeown account for investment and not with a view to resale, assignment or distribution thereof, in whole or in part in violation of the Securities Act or any applicable state securities laws. Such Purchaser has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Shares in violation of the Securities Act or any state securities laws and such Purchaser has no plans to enter into any such agreement or arrangement. Such Purchaser will not engage in hedging transactions with respect to the Shares unless in compliance with the registration requirements of the Securities Act. (k) Such Purchaser must bear the substantial economic risks of the investment in the Shares indefinitely because none of the Shares may be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. Subject to the terms hereunder, legends shall be placed on the Shares to the effect that they have not been registered under the Securities Act or applicable state securities laws and appropriate notations thereof will be made in the Company’s stock books. (l) Such Purchaser has adequate means of providing for its current financial needs and foreseeable contingencies and has no need for liquidity of the investment in the Shares for an indefinite period of time. (m) Such Purchaser (i) meets the requirements of the suitability standards for an “accredited investor” because such Purchaser is a corporation, partnership, limited liability company, limited liability partnership, other entity or similar business trust, not formed for the specific purpose of acquiring the Shares, with total assets excess of $5,000,000 or (ii) is a “non-U.S. Person” that is a “qualified investor” as defined in the European Union Prospectus Directive. Such Purchaser further represents and warrants that it will notify and supply corrective information to the Company immediately upon the occurrence of any change occurring prior to the Company’s issuance of the Shares that renders the representation made in the immediately preceding sentence. Such Purchaser represents to the Company that any information which the undersigned has heretofore furnished under this Section 4(m) or furnishes to the Company pursuant to this Section 4(m) is complete and accurate and may be relied upon by the Company in determining the availability of an exemption from registration under federal and state securities laws in connection with the Offering. (n) Such Purchaser represents that it is a corporation, partnership, limited liability company or partnership, association, joint stock company, trust, unincorporated organization or other entity, and that (A) such Purchaser was not formed for the specific purpose of acquiring the Shares, (B) such Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its agents organization, (C) the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of law or the charter or other persons organizational documents of such Purchaser, (D) such Purchaser has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Shares, (E) the execution and delivery of this Agreement has been duly authorized to act by all necessary action of such Purchaser, (F) this Agreement has been duly executed and delivered on behalf of such Purchaser of any Laws or regulations concerning money launderingand constitutes a legal, corruption, or bribery of any jurisdiction, any rules valid and regulations thereunder, or any related or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, or proceeding with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to such Purchaser’s knowledge, threatened by or before any Governmental Authority involving such Purchaser or its directors, officers, employees, agents, affiliates, or other persons authorized to act on behalf binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and general principles of equity and (G) the execution and delivery of this Agreement by such Purchaser will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which such Purchaser is a party or by which such Purchaser is bound. q. (o) Such Purchaser is able to bear the economic risk of an investment in the Shares and, at the present time, has a sufficient net worth to sustain a complete loss of such investment in the Company in the event such a loss should occur. Such Purchaser’s overall commitment to investments which are not readily marketable is not excessive in view of its net worth and financial circumstances and the purchase of the Shares will not cause such commitment to become excessive. (ip) a person or entity named on THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM, OR IN TRANSACTIONS NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES OFFERED HEREBY MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AS AMENDED AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. (q) Such Purchaser should check the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) website at xxxx://xxx.xxxxx.xxx/ofac before making the following representations. Such Purchaser represents that the amounts invested by it in the Company in the Offering were not and are not directly or indirectly derived from activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by OFAC prohibit, among other things, the engagement in any Executive Order issued by transactions with, and the President provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the United States and OFAC website at xxxx://xxx.xxxxx.xxx/ofac. In addition, the programs administered by OFAC (the “OFAC ListPrograms”)) prohibit dealing with individuals1 or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists. (r) To such Purchaser’s knowledge, none of: (1) such Purchaser, (2) any person controlling or controlled by such Purchaser, (3) if such Purchaser is a privately-held entity, any person having a beneficial interest in such Purchaser or (4) any person for whom such Purchaser is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs. Please be advised that the Company may not accept any amounts from a prospective investor if such prospective investor cannot make the representation set forth in the preceding paragraph. Such Purchaser agrees to promptly notify the Company should such Purchaser become aware of any change in the information set forth in Sections 4(r)-(t) of these representations. Such Purchaser understands and acknowledges that, by law, the Company may be obligated to “freeze the account” of such Purchaser, either by prohibiting additional subscriptions from such Purchaser, declining any redemption requests and/or segregating the assets in the account in compliance with governmental regulations. Such Purchaser further acknowledges that the Company may, by written notice to such Purchaser, suspend the redemption rights, if any, of such Purchaser if the Company reasonably deems it necessary to do so to comply with anti-money laundering regulations applicable to the Company or any of the Company’s other service providers. These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions programand embargo programs. 1 These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. (s) To such Purchaser’s knowledge, none of: (1) such Purchaser, (ii2) any person controlling or controlled by such Purchaser, (3) if such Purchaser is a Designated National privately-held entity, any person having a beneficial interest in such Purchaser or (4) any person for whom such Purchaser is acting as agent or nominee in connection with this investment is a senior foreign political figure2, or any immediate family3 member or close associate4 of a senior foreign political figure, as such terms are defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or footnotes below. (iiit) If such Purchaser is affiliated with a non-U.S. shell bank banking institution (a “Foreign Bank”), or providing if such Purchaser receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, such Purchaser represents and warrants to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities, (2) the Foreign Bank maintains operating records related to its banking activities, (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities, and (4) the Foreign Bank does not provide banking services indirectly to any other Foreign Bank that does not have a non-U.S. shell bank. Such Purchaser physical presence in any country and that is not a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”). To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by such Purchaser and used to purchase its Purchased Shares and to acquire its Acquired Shares were legally derivedregulated affiliate. r. As of (u) Prior to the date hereof, such the Purchaser has available to itnot taken, and at prior to the public announcement of the transaction after the Closing such the Purchaser shall not take, any action that has caused or will cause the Purchaser to have, sufficient funds directly or indirectly, sold or agreed to enable it sell any shares of Common Stock, effected any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act with respect to pay the portion Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Purchase Price payable by such Purchaser in accordance with this AgreementCommon Stock. s. Such Purchaser understands that the foregoing representations and warranties shall be deemed material and to have been relied upon by the Company, Seller and FPAC.

Purchaser Representations and Warranties. Each The Purchaser solely as to itself, severally but not jointlyhereby acknowledges, represents and warrants to to, and agrees with, the Company, Seller Company and FPAC that, its affiliates as it itselffollows: a. Such Purchaser (ia) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring its Purchased Shares and its Acquired Shares only for its own account and not for the account of others, or if such Purchaser is purchasing such Purchased Shares and such Acquired Shares as a fiduciary or agent for one or more investor accounts, such The Purchaser has full received, read carefully and understands the Confidential Memorandum and has had an adequate opportunity to consult his own attorney, accountant or investment discretion advisor (his "Advisors") with respect to each the suitability of the investment contemplated hereby for the Purchaser. The Purchaser further acknowledges that the Purchaser and his Advisors have also made such accountother investigation, review, examination and inquiry concerning the Company and its business and affairs as they have deemed appropriate so as to understand the nature of the investment in the Purchased Securities, including without limitation, the merits and risks thereof. (b) The Purchaser is acquiring the Purchased Securities for the Purchaser's own account as principal, not as a nominee or agent, for investment purposes only, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring such Purchased Shares and such Acquired Shares with a view to, or for offer for, resale, distribution or sale in connection with, any distribution fractionalization thereof in violation of whole or in part, which resale, distribution or fractionalization would violate the Securities Act of 1933, as amended (and shall provide the requested information on Schedule A"Securities Act"). Such Further, the Purchaser is does not an entity formed for the specific purpose of acquiring such Purchased Shares and such Acquired Shares. b. Following completion of the have any contract, undertaking, agreement or arrangement with any person to sell, transfer of ownership and title of the Purchased Shares from Seller or grant participations to such Purchaser pursuant person or to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares to the Company free and clear of all liens and encumbrances so that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under applicable securities Laws. c. Such Purchaser understands that such Purchased Shares and such Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that such Purchased Shares and such Acquired Shares have not been registered under the Securities Act. Such Purchaser understands that such Purchased Shares and such Acquired Shares may not be resold, transferred, pledged or otherwise disposed of by such Purchaser absent an effective registration statement under the Securities Act except (i) to the issuer of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities Laws of the states and other jurisdictions of the United States, and that such Purchased Shares and such Acquired Shares will be subject to a restrictive legend to such effect. Such Purchaser acknowledges that such Purchased Shares and such Acquired Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Such Purchaser understands and agrees that such Purchased Shares and such Acquired Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, such Purchaser may not be able to readily resell such Purchased Shares and such Acquired Shares and may be required to bear the financial risk of an investment in such Purchased Shares and such Acquired Shares for an indefinite period of time. Such Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of such Purchased Shares and such Acquired Shares. d. Such Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to such Purchaser, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement (and any other Transaction Documents or agreements executed and delivered in connection with the Transaction to which such Purchaser is party, if any). e. Such Purchaser’s acquisition and holding of such Purchased Shares and such Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Law. f. Such Purchaser acknowledges and agrees that such Purchaser has received such information as such Purchaser deems necessary in order to make an investment decision with respect to such Purchased Shares and such Acquired Shares, includingthird person, with respect to the CompanyPurchased Securities, for which the Purchaser is subscribing. (c) The Purchaser has full power and authority to enter into this Subscription Agreement. The execution and delivery of this Subscription Agreement has been duly authorized, if applicable, by the Purchaser and this Subscription Agreement constitutes a valid and legally binding obligation of the Purchaser. (d) The Purchaser acknowledges the Purchaser's understanding that the offering and sale of the Purchased Securities is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) thereof and the provisions of Regulation D promulgated thereunder ("Regulation D"). In furtherance thereof, the Transaction and the Target. Such Purchaser represents and warrants to and agrees with the Company and its affiliates as follows: (i) The Purchaser understands that the basis for the exemption from registration may not be present if, notwithstanding such representations, the Purchaser's intention is merely to acquire the Common Stock for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. Accordingly, the Purchaser does not have any such intention; (ii) The Purchaser has the financial ability to bear the economic risk of the Purchaser's investment, has adequate means for providing for the Purchaser's current needs and such Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers personal contingencies and obtain such information as such Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision has no need for liquidity with respect to the Purchased Shares and Purchaser's investment in the Acquired Shares.Company; and g. Such Purchaser became aware of this offering of such Purchased Shares and such Shares solely by means of direct contact between such Purchaser, Seller and the Company or their respective representatives, and such Purchased Shares and such Shares were offered to such Purchaser solely by direct contact between such Purchaser, Seller and the Company or their respective representatives. Such Purchaser did not become aware of this offering of such Purchased Shares and such Shares, nor were such Purchased Shares and such Shares offered to such Purchaser, by any other means. Such Purchaser acknowledges that Seller and the Company each represents and warrants that such Purchased Shares and such Acquired Shares, as applicable, (iiii) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities Laws. h. Such Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such Purchased Shares and such Acquired Shares. Such The Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an the prospective investment in the Common Stock. If other than an individual, the Purchaser also represents that it has not been organized for the purpose of acquiring the Common Stock. (e) The information in the Questionnaire completed and executed by the Purchaser is accurate and true in all respects and the Purchaser is an "accredited investor," as that term is defined in Rule 501 of Regulation D as described in Appendix I hereto. ---------- (f) The Purchaser: (i) Has been furnished with copies of the Confidential Memorandum, a List of FDA Approved Tests, the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, certain audited and unaudited financial statements and any documents which may have been made available upon request for a reasonable period of time prior to the date hereof (collectively, the "Documents"). The Purchaser acknowledges and agrees that the Documents supercede all written information regarding the Company that the Purchaser may have received prior to the date of the Documents. The Purchaser has carefully read the Documents and has relied solely (except as indicated in subsections (ii) and (iii) below) on the information contained in the Documents (including all exhibits thereto); (ii) Has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning the Purchased Securities, the Company and all other information to the extent the Company possesses such Purchased Shares and such Acquired Sharesinformation or can acquire it without unreasonable effort or expense; (iii) Has been given the opportunity for a reasonable period of time prior to the date hereof to ask questions of, and receive answers from, the Company or its representatives concerning the terms and conditions of the Offering and other matters pertaining to this investment, and has been given the opportunity for a reasonable period of time prior to the date hereof to obtain such Purchaser has sought such accounting, legal and tax advice as such Purchaser has considered additional information necessary to make an informed investment decision.verify the accuracy of the information contained in the Documents or that which was otherwise provided in order for the Purchaser to evaluate the merits and risks of purchase of the Purchased Securities to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; i. Alone, or together (iv) Has not been furnished with any professional advisor(s), such Purchaser has adequately analyzed and fully considered oral representation or oral information in connection with the risks of an investment Offering which is not contained herein or in such Purchased Shares and such Acquired Shares and the Documents; and (v) Has determined that such the Purchased Shares and such Acquired Shares Securities are a suitable investment for such the Purchaser and that such Purchaser is able at this time the Purchaser could bear a complete loss of such investment. (g) This offer is not transferable or assignable by the Purchaser unless the Purchaser complies with the terms of transfer hereof. The Purchaser further represents, warrants and in agrees that the foreseeable future to Purchaser will not sell or otherwise transfer the Purchased Securities, without registration under the Securities Act or an exemption therefrom, and that the Purchaser fully understands and agrees that the Purchaser must bear the economic risk of a total loss the Purchaser's purchase because, among other reasons, none of the Purchased Securities has been registered under the Securities Act or under the securities laws of any state and, therefore, none can be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states or an exemption from such registration is available. In particular, the Purchaser is aware that the Common Stock is a "restricted security," as such term is defined in Rule 144 promulgated under the Securities Act ("Rule 144"), and may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Purchaser also understands that, except as expressly otherwise provided herein, the Company is under no obligation to register the Common Stock on the Purchaser’s investment 's behalf or to assist the Purchaser in complying with any exemption from registration under the Securities Act or applicable state securities laws. The Purchaser further understands that sales or transfers of the Purchased Securities are further restricted by state securities laws and the provisions of this Subscription Agreement. (h) No representations or warranties have been made to the Purchaser by the Company. Such , or any officer, employee, agent or affiliate of the Company, other than the representations and warranties of the Company contained herein, and in subscribing for the Purchased Securities, the Purchaser acknowledges specifically that a possibility of total loss existsis not relying upon any representations other than those contained herein. j. In making its decision to purchase such Purchased Shares and such Acquired Shares, such (i) Any information which the Purchaser has relied solely upon independent investigation made by heretofore furnished to the Company with respect to the Purchaser's financial position and business experience is correct and complete as of the date of this Subscription Agreement and if there should be any material change in such Purchaserinformation the Purchaser will immediately furnish such revised or corrected information to the Company. k. Such (j) The Purchaser understands and agrees that, at issuance, the Common Stock shall bear the following legend, or a similar legend to the same effect, until (i) such Common Stock shall have been registered under the Securities Act and effectively been disposed of in accordance with a registration statement that no federal has been declared effective; or (ii) in the opinion of counsel for the Company such Common Stock be may sold without registration under the Securities Act or any applicable "Blue Sky" or state securities laws: "THE COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN THIS CERTIFICATE. THE COMMON STOCK REPRESENTED HEREBY MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT REGISTRATION UNDER THE ACT." (k) The Purchaser is not (i) a director, officer, or substantial security holder of the Company (a "Related Party"), (ii) a subsidiary, affiliate or other closely-related person of a Related Party, or (iii) any person, company or entity in which a Related Party has a substantial direct or indirect interest. (l) No Federal or state agency has passed upon or endorsed the merits of the offering of such Shares or made any findings or determination as to the fairness of this the Offering or the Purchased Securities (or any part thereof) for investment. l. Such Purchaser has been duly formed , or incorporated and is validly existing in good standing under the Laws of its jurisdiction of incorporation any recommendation or formation, with full power, authority and capacity to enter into, deliver and perform its obligations under this Agreement and has taken all actions required to enter into this Agreement and to complete the purchase of such Purchased Shares and such Acquired Shares contemplated hereunder. m. The execution and delivery of this Agreement by such Purchaser and the compliance by such Purchaser with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation endorsement of any of the terms Purchased Securities (or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Purchaser; part thereof). (iim) result in any violation of the provisions of the organizational documents of such Purchaser; or (iii) provided The Purchaser covenants that the Required Approvals have been obtained, result in any violation of any Law or Governmental Order applicable to such Purchaser, except (in the case of clauses (i) or (iii) above) as would it will not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. n. This Agreement has been duly authorized, executed and delivered by such Purchaser and is enforceable against such Purchaser in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. o. Neither the due diligence investigation conducted by such Purchaser in connection with making its decision to acquire such Purchased Shares and such Acquired Shares nor any representations and warranties made by such Purchaser herein shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s and Seller’s respective representations and warranties contained herein. p. The Purchase Price payable by such Purchaser is not directly or indirectly derived, obtained, received, taken, acquired, through its affiliates or gained, and does not stem, from any violation by such Purchaser or any of its directors, officers, employees, affiliates or, to such Purchaser’s knowledge, any of its agents or other persons authorized to act on behalf of such Purchaser of any Laws or regulations concerning money laundering, corruption, or bribery of any jurisdiction, any rules and regulations thereunder, or any related or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, or proceeding with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to such Purchaser’s knowledge, threatened by or before any Governmental Authority involving such Purchaser or its directors, officers, employees, agents, affiliatesat any time prior to December 15, 2000, effect shorts sales of the Common Stock or other persons authorized to act on behalf of such Purchaserhedge transactions in the Common Stock that customarily result in a counter party engaging in short sales. q. Such Purchaser is not (in) a person or entity named on The foregoing representations, warranties and agreements shall survive the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“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) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such Purchaser is not a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seqClosing.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”). To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by such Purchaser and used to purchase its Purchased Shares and to acquire its Acquired Shares were legally derived. r. As of the date hereof, such Purchaser has available to it, and at the Closing such Purchaser will have, sufficient funds to enable it to pay the portion of the Purchase Price payable by such Purchaser in accordance with this Agreement. s. Such Purchaser understands that the foregoing representations and warranties shall be deemed material and to have been relied upon by the Company, Seller and FPAC.

Purchaser Representations and Warranties. Each The Purchaser solely as to itself, severally but not jointlyhereby ---------------------------------------- acknowledges, represents and warrants to to, and agrees with, the Company, Seller Company and FPAC that, its affiliates as it itselffollows: a. Such Purchaser (ia) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring its Purchased Shares and its Acquired Shares only for its own account and not for the account of others, or if such Purchaser is purchasing such Purchased Shares and such Acquired Shares as a fiduciary or agent for one or more investor accounts, such The Purchaser has full received, read carefully and understands the Documents and has had an adequate opportunity to consult his own attorney, accountant or investment discretion advisor (his "Advisors") with respect to each the suitability of the investment contemplated hereby for the Purchaser. The Purchaser further acknowledges that the Purchaser and its Advisors have also made such accountother investigation, review, examination and inquiry concerning the Company and its business and affairs as they have deemed appropriate so as to understand the nature of the investment in the Shares, including without limitation, the merits and risks thereof. (b) The Purchaser is acquiring the Shares for the Purchaser's own account as principal, not as a nominee or agent, for investment purposes only, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring such Purchased Shares and such Acquired Shares with a view to, or for offer for, resale, distribution or sale fractionalization thereof in connection with, any distribution thereof whole or in part in violation of the Securities Act (and shall provide Act. Further, the requested information on Schedule A). Such Purchaser is does not an entity formed for the specific purpose of acquiring such Purchased Shares and such Acquired Shares. b. Following completion of the have any contract, undertaking, agreement or arrangement with any person to sell, transfer of ownership and title of the Purchased Shares from Seller or grant participations to such Purchaser pursuant person or to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares to the Company free and clear of all liens and encumbrances so that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under applicable securities Laws. c. Such Purchaser understands that such Purchased Shares and such Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that such Purchased Shares and such Acquired Shares have not been registered under the Securities Act. Such Purchaser understands that such Purchased Shares and such Acquired Shares may not be resold, transferred, pledged or otherwise disposed of by such Purchaser absent an effective registration statement under the Securities Act except (i) to the issuer of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities Laws of the states and other jurisdictions of the United States, and that such Purchased Shares and such Acquired Shares will be subject to a restrictive legend to such effect. Such Purchaser acknowledges that such Purchased Shares and such Acquired Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Such Purchaser understands and agrees that such Purchased Shares and such Acquired Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, such Purchaser may not be able to readily resell such Purchased Shares and such Acquired Shares and may be required to bear the financial risk of an investment in such Purchased Shares and such Acquired Shares for an indefinite period of time. Such Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of such Purchased Shares and such Acquired Shares. d. Such Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to such Purchaser, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement (and any other Transaction Documents or agreements executed and delivered in connection with the Transaction to which such Purchaser is party, if any). e. Such Purchaser’s acquisition and holding of such Purchased Shares and such Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Law. f. Such Purchaser acknowledges and agrees that such Purchaser has received such information as such Purchaser deems necessary in order to make an investment decision with respect to such Purchased Shares and such Acquired Shares, includingthird person, with respect to the CompanyShares for which the Purchaser is subscribing. (c) The Purchaser has full power and authority to enter into this Subscription Agreement and the Registration Rights Agreement. The execution and delivery of this Subscription Agreement and the Registration Rights Agreement has been duly authorized by the Purchaser, and this Subscription Agreement constitutes a valid and legally binding obligation of the Purchaser. (d) The Purchaser acknowledges the Purchaser's understanding that the offering and sale of the Shares is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) thereof and the provisions of Regulation D promulgated thereunder ("Regulation D"). In furtherance thereof, the Transaction and the Target. Such Purchaser represents and warrants to and agrees that such with the Company and its affiliates as follows: (i) The Purchaser has the financial ability to bear the economic risk of the Purchaser's investment, which is speculative in nature, has adequate means for providing for the Purchaser's current needs and such Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers personal contingencies and obtain such information as such Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision has no need for liquidity with respect to the Purchased Shares and Purchaser's investment in the Acquired Shares.Company; and g. Such Purchaser became aware of this offering of such Purchased Shares and such Shares solely by means of direct contact between such Purchaser, Seller and the Company or their respective representatives, and such Purchased Shares and such Shares were offered to such Purchaser solely by direct contact between such Purchaser, Seller and the Company or their respective representatives. Such Purchaser did not become aware of this offering of such Purchased Shares and such Shares, nor were such Purchased Shares and such Shares offered to such Purchaser, by any other means. Such Purchaser acknowledges that Seller and the Company each represents and warrants that such Purchased Shares and such Acquired Shares, as applicable, (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities Laws. h. Such Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such Purchased Shares and such Acquired Shares. Such The Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an the prospective investment in the Shares. If other than an individual, the Purchaser also represents it has not been organized for the purpose of acquiring the Shares. (e) The Purchaser is an "accredited investor," as that term is defined in Rule 501 of Regulation D, because it meets the standard(s) indicated in Appendix -------- I hereto. - (f) The Purchaser: (i) Has been furnished with copies of the Documents. The Purchaser acknowledges and agrees that the Documents supercede all written information regarding the Company that the Purchaser may have received prior to the date of the Documents. The Purchaser has carefully read the Documents and has relied solely (except as indicated in subsections (ii) and (iii) below) on the information contained in the Documents (including all exhibits thereto), provided, however, that the foregoing does not limit or modify the representations and warranties of the Company contained in Section 3 hereof or the right of the Purchaser to rely thereon; (ii) Has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning the offering of the Shares hereunder and the Company to the extent the Company possesses such Purchased information or can acquire it without unreasonable effort or expense; (iii) Has been given the opportunity for a reasonable period of time prior to the date hereof to ask questions of, and receive answers from, the Company or its representatives concerning the terms and conditions of the offering of the Shares and such Acquired Sharesother matters pertaining to this investment, and has been given the opportunity for a reasonable period of time prior to the date hereof to obtain such Purchaser has sought such accounting, legal and tax advice as such Purchaser has considered additional information necessary to make an informed investment decision.verify the accuracy of the information contained in the Documents or that which was otherwise provided in order for the Purchaser to evaluate the merits and risks of purchase of the Shares to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; i. Alone, or together (iv) Has not been furnished with any professional advisor(s), such Purchaser has adequately analyzed and fully considered oral representation or oral information in connection with the risks offering of an investment the Shares which is not contained herein or in such Purchased Shares and such Acquired Shares and the Documents; and (v) Has determined that such Purchased Shares and such Acquired the Shares are a suitable investment for such the Purchaser and that such Purchaser is able at this time the Purchaser could bear a complete loss of such investment. (h) The Purchaser has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company such that the Purchaser is capable of evaluating the merits and risks of its investment in the foreseeable future Company and has the capacity to protect its own interests. (i) This offer is not transferable or assignable by the Purchaser. The Purchaser further represents, warrants and agrees that the Purchaser will not sell or otherwise transfer any of the Shares issued in connection with the this Subscription Agreement, without registration under the Securities Act or an exemption therefrom, and that the Purchaser fully understands and agrees that the Purchaser must bear the economic risk of a total loss the Purchaser's purchase for an indefinite period of time because, among other reasons, none of the Shares have been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless subsequently registered under the Securities Act and under the applicable securities laws of such Purchaser’s investment states or an exemption from such registration is available. In particular, the Purchaser is aware that the Shares are "restricted securities," as such term is defined in Rule 144 promulgated under the Securities Act ("Rule 144"), and may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Purchaser also understands that, except as otherwise provided in the CompanyRegistration Rights Agreement, the Company is under no obligation to register any of the Shares on the Purchaser's behalf or to assist the Purchaser in complying with any exemption from registration under the Securities Act or applicable state securities laws. Such The Purchaser acknowledges specifically further understands that a possibility sales or transfers of total loss existsthe Shares are further restricted by state securities laws and the provisions of this Subscription Agreement. j. In making its decision (j) No representations or warranties have been made to purchase such Purchased the Purchaser by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained herein, and in subscribing for the Shares and such Acquired Shares, such the Purchaser is not relying upon any representations other than those contained herein. (k) Any information which the Purchaser has relied solely upon independent investigation made by such heretofore furnished to the Company in writing with respect to the Purchaser's financial position and business experience is correct and complete as of the date of this Subscription Agreement. k. Such (l) The Purchaser understands and agrees that no federal the certificates for the Shares shall bear the following legend, or a similar legend to the same effect, until (i) the Shares shall have been registered under the Securities Act pursuant to the Registration Rights Agreement and effectively been disposed of in accordance with a registration statement that has been declared effective; or (ii) in the opinion of counsel for the Company such Shares may be sold without registration under the Securities Act or any applicable "Blue Sky" or state securities laws: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND ALL SUCH SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN THIS CERTIFICATE. THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT REGISTRATION UNDER THE ACT." (m) The Purchaser's overall commitment to investments which are not readily marketable is not disproportionate to the Purchaser's net worth, and an investment in the Shares pursuant to the offering hereunder will not cause such overall commitment to become excessive. (n) The Purchaser: is not (i) a director, officer, or affiliate of the Company (a "Related Party"), (ii) a subsidiary, affiliate or other closely-related person of a Related Party, or (iii) any person, company or entity in which a Related Party has a substantial direct or indirect interest. (o) No Federal or state agency has passed upon or endorsed the merits of the offering of such Shares or made any findings or determination as to the fairness of this investment. l. Such Purchaser has been duly formed or incorporated and is validly existing in good standing under the Laws of its jurisdiction of incorporation or formation, with full power, authority and capacity to enter into, deliver and perform its obligations under this Agreement and has taken all actions required to enter into this Agreement and to complete the purchase of such Purchased Shares and such Acquired Shares contemplated hereunder. m. The execution and delivery of this Agreement by such Purchaser and the compliance by such Purchaser with all offering of the provisions of this Agreement and the consummation of the transactions contemplated herein will not Shares hereunder (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Purchaser; (ii) result in any violation of the provisions of the organizational documents of such Purchaser; or (iii) provided that the Required Approvals have been obtained, result in any violation of any Law or Governmental Order applicable to such Purchaser, except (in the case of clauses (i) or (iii) above) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. n. This Agreement has been duly authorized, executed and delivered by such Purchaser and is enforceable against such Purchaser in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. o. Neither the due diligence investigation conducted by such Purchaser in connection with making its decision to acquire such Purchased Shares and such Acquired Shares nor any representations and warranties made by such Purchaser herein shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s and Seller’s respective representations and warranties contained herein. p. The Purchase Price payable by such Purchaser is not directly or indirectly derived, obtained, received, taken, acquired, or gained, and does not stem, from any violation by such Purchaser or any of its directors, officers, employees, affiliates or, to such Purchaser’s knowledge, any of its agents or other persons authorized to act on behalf of such Purchaser of any Laws or regulations concerning money laundering, corruption, or bribery of any jurisdiction, any rules and regulations thereunderpart thereof) for public investment, or any related recommendation or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority endorsement of the Shares (or any such jurisdiction part thereof). (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); p) The Purchaser holds good and no action, suit, or proceeding with respect valid title to the Money Laundering Warrants, free and clear of any and all liens, collateral or Anti-Corruption or Anti Bribery Laws subsistsconditional assignments, is pending orpledges, to such Purchaser’s knowledgehypothecations, threatened by or before any Governmental Authority involving such Purchaser or its directors, officers, employees, agents, affiliates, or security interests and other persons authorized to act on behalf of such Purchaserencumbrances. q. Such Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“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) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such Purchaser is not a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”). To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by such Purchaser and used to purchase its Purchased Shares and to acquire its Acquired Shares were legally derived. r. As of the date hereof, such Purchaser has available to it, and at the Closing such Purchaser will have, sufficient funds to enable it to pay the portion of the Purchase Price payable by such Purchaser in accordance with this Agreement. s. Such Purchaser understands that the foregoing representations and warranties shall be deemed material and to have been relied upon by the Company, Seller and FPAC.

Purchaser Representations and Warranties. Each Subject to Purchaser’s rights and remedies set forth in this Agreement, Purchaser solely as represents to itself, severally but not jointly, represents and warrants to the Company, Seller and FPAC that, as it itself: a. Such (a) Purchaser (i) is a “qualified institutional buyer” (as defined in Rule 144A duly organized and validly existing limited liability company under the Securities Act) and an institutional “accredited investor” (within laws of the meaning State of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring its Purchased Shares and its Acquired Shares only for its own account and not for the account of others, or if such Purchaser is purchasing such Purchased Shares and such Acquired Shares as a fiduciary or agent for one or more investor accounts, such Purchaser has full investment discretion with respect to each such accountNew Hampshire, and the full power execution, delivery and authority to make the acknowledgements, representations and agreements herein on behalf performance of each owner of each such account, and (iii) is not acquiring such Purchased Shares and such Acquired Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A). Such Purchaser is not an entity formed for the specific purpose of acquiring such Purchased Shares and such Acquired Shares. b. Following completion of the transfer of ownership and title of the Purchased Shares from Seller to such Purchaser pursuant to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares to the Company free and clear of all liens and encumbrances so that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under applicable securities Laws. c. Such Purchaser understands that such Purchased Shares and such Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that such Purchased Shares and such Acquired Shares have not been registered under the Securities Act. Such Purchaser understands that such Purchased Shares and such Acquired Shares may not be resold, transferred, pledged or otherwise disposed of by such Purchaser absent an effective registration statement under the Securities Act except (i) to the issuer of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities Laws of the states and other jurisdictions of the United States, and that such Purchased Shares and such Acquired Shares will be subject to a restrictive legend to such effect. Such Purchaser acknowledges that such Purchased Shares and such Acquired Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Such Purchaser understands and agrees that such Purchased Shares and such Acquired Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, such Purchaser may not be able to readily resell such Purchased Shares and such Acquired Shares and may be required to bear the financial risk of an investment in such Purchased Shares and such Acquired Shares for an indefinite period of time. Such Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of such Purchased Shares and such Acquired Shares. d. Such Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to such Purchaser, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement (and the transaction contemplated hereby) and any other Transaction Documents documents contemplated hereby have been or agreements executed and delivered in connection with the Transaction to which such Purchaser is party, if any). e. Such Purchaser’s acquisition and holding of such Purchased Shares and such Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Law. f. Such Purchaser acknowledges and agrees that such Purchaser has received such information as such Purchaser deems necessary in order to make an investment decision with respect to such Purchased Shares and such Acquired Shares, including, with respect to the Company, the Transaction and the Target. Such Purchaser represents and agrees that such Purchaser and such Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as such Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Purchased Shares and the Acquired Shares. g. Such Purchaser became aware of this offering of such Purchased Shares and such Shares solely by means of direct contact between such Purchaser, Seller and the Company or their respective representatives, and such Purchased Shares and such Shares were offered to such Purchaser solely by direct contact between such Purchaser, Seller and the Company or their respective representatives. Such Purchaser did not become aware of this offering of such Purchased Shares and such Shares, nor were such Purchased Shares and such Shares offered to such Purchaser, by any other means. Such Purchaser acknowledges that Seller and the Company each represents and warrants that such Purchased Shares and such Acquired Sharesbeen, as applicable, duly authorized pursuant to all requisite limited liability company actions; (ib) were not offered by any form of general solicitation or general advertising and (ii) To Purchaser’s knowledge there are not being offered in a manner involving a public offering underno actions, suits, claims, assessments, or in a distribution in violation of, the Securities Act, proceedings pending or any state securities Laws.threatened that could materially adversely affect Purchaser’s ability to perform hereunder; h. Such Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such Purchased Shares and such Acquired Shares. Such (c) Purchaser has such knowledge and experience in financial and business matters as full authority to be capable of evaluating the merits and risks of an investment in such Purchased Shares and such Acquired Shares, and such Purchaser has sought such accounting, legal and tax advice as such Purchaser has considered necessary to make an informed investment decision. i. Alone, or together with any professional advisor(s), such Purchaser has adequately analyzed and fully considered the risks of an investment in such Purchased Shares and such Acquired Shares and determined that such Purchased Shares and such Acquired Shares are a suitable investment for such Purchaser and that such Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total loss of such Purchaser’s investment in the Company. Such Purchaser acknowledges specifically that a possibility of total loss exists. j. In making its decision to purchase such Purchased Shares and such Acquired Shares, such Purchaser has relied solely upon independent investigation made by such Purchaser. k. Such Purchaser understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of such Shares or made any findings or determination as to the fairness of this investment. l. Such Purchaser has been duly formed or incorporated and is validly existing in good standing under the Laws of its jurisdiction of incorporation or formation, with full power, authority and capacity to enter into, deliver and perform its obligations under this Agreement hereunder, Xxxxxxxxx’s execution, delivery and has taken all actions required to enter into this Agreement and to complete the purchase of such Purchased Shares and such Acquired Shares contemplated hereunder. m. The execution and delivery of this Agreement by such Purchaser and the compliance by such Purchaser with all of the provisions performance of this Agreement and the consummation of transaction contemplated hereby have been duly authorized pursuant to all requisite actions; and (d) Neither this Agreement nor the transactions contemplated herein will not (i) conflict with or result in a breach or violation performance of any of the terms Purchaser’s obligations hereunder violates or provisions of, materially conflicts with any other agreement or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Purchaser; (ii) result in any violation of the provisions of the organizational documents of such Purchaser; or (iii) provided that the Required Approvals have been obtained, result in any violation of any Law or Governmental Order applicable to such Purchaser, except (in the case of clauses (i) or (iii) above) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such document by which Purchaser to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. n. This Agreement has been duly authorized, executed and delivered by such Purchaser and is enforceable against such Purchaser in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. o. Neither the due diligence investigation conducted by such Purchaser in connection with making its decision to acquire such Purchased Shares and such Acquired Shares nor any bound. The representations and warranties made by such Purchaser herein set forth in this Section 7 shall modify, amend or affect such Purchaser’s right to rely on survive the truth, accuracy and completeness Closing for the Survival Period. Seller shall have until the expiration of the Company’s and Seller’s respective representations and warranties contained herein. p. The Purchase Price payable by such Survival Period to provide Purchaser is not directly or indirectly derived, obtained, received, taken, acquired, or gained, and does not stem, from any violation by such Purchaser or any of its directors, officers, employees, affiliates or, to such Purchaser’s knowledge, any of its agents or other persons authorized to act on behalf of such Purchaser with written notification of any Laws or regulations concerning money laundering, corruption, or bribery of any jurisdiction, any rules and regulations thereunder, or any related or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, or proceeding with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to such Purchaser’s knowledge, threatened by or before any Governmental Authority involving such Purchaser or its directors, officers, employees, agents, affiliates, or other persons authorized to act on behalf of such Purchaser. q. Such Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“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) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such Purchaser is not a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”). To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by such Purchaser and used to purchase its Purchased Shares and to acquire its Acquired Shares were legally derived. r. As of the date hereof, such Purchaser has available to it, and at the Closing such Purchaser will have, sufficient funds to enable it to pay the portion of the Purchase Price payable by such Purchaser in accordance with this Agreement. s. Such Purchaser understands that claim arising from the foregoing representations and warranties warranties, or such claim shall be deemed material forever barred, and Purchaser shall have no liability with respect thereto. Any such claim delivered prior to the expiration of the Survival Period shall toll the Survival Period unless and until such claim is fully and finally settled and resolved, but the foregoing shall have been relied no effect on applicable statutory limitations periods. In addition, upon by the CompanyPurchaser’s receipt of written notification of any such claim, Seller Purchaser shall first be afforded at least thirty (30) days to cure any breach of Purchaser’s representations and FPACwarranties prior to Seller’s filing any claim in connection therewith.

Purchaser Representations and Warranties. Each Purchaser solely as to itselfof the Purchasers hereby severally, severally but not jointly, represents and warrants to the Company, Seller and FPAC that, as it itself: a. Such Purchaser (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring its Purchased Shares and its Acquired Shares only for its own account and not for the account of othersjointly with any other Purchaser, or if such Purchaser is purchasing such Purchased Shares represents, warrants, acknowledges and such Acquired Shares agrees as a fiduciary or agent for one or more investor accounts, such Purchaser has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring such Purchased Shares and such Acquired Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (date hereof and shall provide the requested information on Schedule A). Such Purchaser is not an entity formed for the specific purpose of acquiring such Purchased Shares and such Acquired Shares. b. Following completion as of the transfer of ownership and title of the Purchased Shares from Seller to such Purchaser pursuant to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares Closing Date to the Company free and clear of all liens and encumbrances so that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under applicable securities Laws.as follows: c. Such Purchaser understands that such Purchased Shares and such Acquired (a) The Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that such Purchased Shares and such Acquired Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, except as set forth in the Registration Rights Agreement, the Company has no present or future obligation to register the Shares under the Securities Act or any state securities laws. Such Purchaser understands that such Purchased the offering and sale of the Shares and such Acquired Shares may not is intended to be resold, transferred, pledged or otherwise disposed of by such Purchaser absent an effective exempt from registration statement under the Securities Act except (i) to the issuer of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, by virtue of Section 4(2) thereof and in each the provisions of cases (i) and (iii) in accordance with any applicable securities Laws of the states and other jurisdictions of the United StatesRegulation D promulgated thereunder, and that such Purchased Shares and such Acquired Shares will be or not subject to a restrictive legend to such effect. Such Purchaser acknowledges that such Purchased Shares and such Acquired Shares will not be eligible for resale pursuant to Rule 144A requirement, by virtue of Regulation S promulgated under the Securities Act, based, in part, upon the representations, warranties and agreements of such Purchaser contained in this Agreement. (b) Such Purchaser has had access to the SEC Reports and has received all other documents requested by such Purchaser. Such Purchaser has carefully reviewed the SEC Reports and all such other documents and understands the information contained therein. (c) All documents, records and agrees that such Purchased Shares and such Acquired Shares will be subject books pertaining to transfer restrictions and, as a result of these transfer restrictions, such Purchaser may not be able to readily resell such Purchased Shares and such Acquired Shares and may be required to bear the financial risk of an investment in such Purchased the Shares and such Acquired Shares for an indefinite period of time. Such Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of such Purchased Shares and such Acquired Shares. d. Such Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to such Purchaser, expressly or available for inspection by implication, other than those representations, warranties, covenants and agreements included in this Agreement (and any other Transaction Documents or agreements executed and delivered in connection with the Transaction to which such Purchaser is party, if any). e. Such Purchaser’s acquisition and holding of such Purchased Shares and such Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Law. f. Such Purchaser acknowledges and agrees that such Purchaser has received such information as such Purchaser deems necessary in order to make an investment decision with respect to such Purchased Shares and such Acquired Shares, including, with respect to the Company, the Transaction and the Target. Such Purchaser represents and agrees that such Purchaser and such Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as such Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Purchased Shares and the Acquired Shares. g. Such Purchaser became aware of this offering of such Purchased Shares and such Shares solely by means of direct contact between such Purchaser, Seller and the Company or their respective representatives, and such Purchased Shares and such Shares were offered to such Purchaser solely by direct contact between such Purchaser, Seller and the Company or their respective its representatives. Such Purchaser did not become aware of this offering of hereby acknowledges that all such Purchased Shares information is confidential and such Shares, nor were Purchaser shall not disclose any such Purchased Shares and such Shares offered confidential information to such Purchaser, any third party other than as may be required by any other means. Such Purchaser acknowledges that Seller and the Company each represents and warrants that such Purchased Shares and such Acquired Shares, as applicable, (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities Lawslaw. h. Such Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such Purchased Shares and such Acquired Shares. (d) Such Purchaser has such knowledge had a reasonable opportunity to ask questions of and experience in financial and business matters as to be capable receive answers from a person or persons acting on behalf of evaluating the merits and risks Company concerning the offering of an investment in such Purchased the Shares and such Acquired Sharesthe business, financial condition, results of operations and prospects of the Company, and all such Purchaser has sought such accounting, legal and tax advice as such Purchaser has considered necessary questions have been answered to make an informed investment decision. i. Alone, or together with any professional advisor(s), such Purchaser has adequately analyzed and fully considered the risks of an investment in such Purchased Shares and such Acquired Shares and determined that such Purchased Shares and such Acquired Shares are a suitable investment for such Purchaser and that such Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total loss full satisfaction of such Purchaser’s investment in the Company. Such Purchaser acknowledges specifically that a possibility of total loss exists. j. In making its decision to purchase Neither such Purchased Shares and such Acquired Shares, such Purchaser has relied solely upon independent inquiries nor any other investigation made conducted by such Purchaser. k. Such Purchaser understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of such Shares or made any findings or determination as to the fairness of this investment. l. Such Purchaser has been duly formed or incorporated and is validly existing in good standing under the Laws of its jurisdiction of incorporation or formation, with full power, authority and capacity to enter into, deliver and perform its obligations under this Agreement and has taken all actions required to enter into this Agreement and to complete the purchase of such Purchased Shares and such Acquired Shares contemplated hereunder. m. The execution and delivery of this Agreement by such Purchaser and the compliance by such Purchaser with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Purchaser; (ii) result in any violation of the provisions of the organizational documents of such Purchaser; or (iii) provided that the Required Approvals have been obtained, result in any violation of any Law or Governmental Order applicable to such Purchaser, except (in the case of clauses (i) or (iii) above) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability behalf of such Purchaser to enter into and perform or its obligations under this Agreement and to consummate the transactions contemplated hereby. n. This Agreement has been duly authorized, executed and delivered by such Purchaser and is enforceable against such Purchaser in accordance with its terms, except as may be limited representatives or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. o. Neither the due diligence investigation conducted by such Purchaser in connection with making its decision to acquire such Purchased Shares and such Acquired Shares nor any representations and warranties made by such Purchaser herein counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s and Seller’s respective representations and warranties contained hereinin this Agreement. p. The Purchase Price payable (e) In evaluating the suitability of an investment in the Company, such Purchaser has not relied upon any representation or other information (oral or written) other than as stated in this Agreement. (f) Such Purchaser is unaware of, is in no way relying on, and did not become aware of the Offering through or as a result of, any form of general solicitation or general advertising as those terms are used in Regulation D under the Securities Act, including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, in connection with the Offering and is not subscribing for Shares and did not become aware of the Offering through or as a result of any seminar or meeting to which such Purchaser was invited by, or any solicitation of a subscription by, a person not previously known to such Purchaser. (g) Such Purchaser has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby. (h) Such Purchaser has such knowledge and experience in financial, tax and business matters, and, in particular, investments in securities similar to the Shares so as to enable such Purchaser to utilize the information made available to it in connection with the Offering to evaluate the merits and risks of an investment in the Shares and the Company and to make an informed investment decision with respect thereto. (i) Such Purchaser is not directly or indirectly derived, obtained, received, taken, acquired, or gained, and does not stem, from any violation by such Purchaser relying on the Company or any of its directors, officers, employees, affiliates orofficers or agents with respect to the legal, tax, economic and related considerations as to an investment in the Shares and such Purchaser has relied on the advice of, or has consulted with, only his own advisors. (j) Such Purchaser is acquiring the Shares solely for such Purchaser’s knowledgeown account for investment and not with a view to resale, assignment or distribution thereof, in whole or in part in violation of the Securities Act or any applicable state securities laws. Such Purchaser has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Shares in violation of the Securities Act or any state securities laws and such Purchaser has no plans to enter into any such agreement or arrangement. Such Purchaser will not engage in hedging transactions with respect to the Shares unless in compliance with the registration requirements of the Securities Act. (k) Such Purchaser must bear the substantial economic risks of the investment in the Shares indefinitely because none of the Shares may be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. Subject to the terms hereunder, legends shall be placed on the Shares to the effect that they have not been registered under the Securities Act or applicable state securities laws and appropriate notations thereof will be made in the Company’s stock books. (l) Such Purchaser has adequate means of providing for its current financial needs and foreseeable contingencies and has no need for liquidity of the investment in the Shares for an indefinite period of time. (m) Such Purchaser (i) meets the requirements of the suitability standards for an “accredited investor” because such Purchaser is a corporation, partnership, limited liability company, limited liability partnership, other entity or similar business trust, not formed for the specific purpose of acquiring the Shares, with total assets excess of $5,000,000 or (ii) is a “non-US Person” that is a “qualified investor” as defined in the European Union Prospective Directive. Such Purchaser further represents and warrants that it will notify and supply corrective information to the Company immediately upon the occurrence of any change occurring prior to the Company’s issuance of the Shares that renders the representation made in the immediately preceding sentence. Such Purchaser represents to the Company that any information which the undersigned has heretofore furnished under this Section 4(m) or furnishes to the Company pursuant to this Section 4(m) is complete and accurate and may be relied upon by the Company in determining the availability of an exemption from registration under Federal and state securities laws in connection with the Offering. (n) Such Purchaser represents that it is a corporation, partnership, limited liability company or partnership, association, joint stock company, trust, unincorporated organization or other entity, and that (A) such Purchaser was not formed for the specific purpose of acquiring the Shares, (B) such Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its agents organization, (C) the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of law or the charter or other persons organizational documents of such Purchaser, (D) such Purchaser has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Shares, (E) the execution and delivery of this Agreement has been duly authorized to act by all necessary action of such Purchaser, (F) this Agreement has been duly executed and delivered on behalf of such Purchaser of any Laws or regulations concerning money launderingand constitutes a legal, corruption, or bribery of any jurisdiction, any rules valid and regulations thereunder, or any related or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, or proceeding with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to such Purchaser’s knowledge, threatened by or before any Governmental Authority involving such Purchaser or its directors, officers, employees, agents, affiliates, or other persons authorized to act on behalf binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and general principles of equity and (G) the execution and delivery of this Agreement by such Purchaser will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which such Purchaser is a party or by which such Purchaser is bound. q. (o) Such Purchaser is able to bear the economic risk of an investment in the Shares and, at the present time, has a sufficient net worth to sustain a complete loss of such investment in the Company in the event such a loss should occur. Such Purchaser’s overall commitment to investments which are not readily marketable is not excessive in view of its net worth and financial circumstances and the purchase of the Shares will not cause such commitment to become excessive. (ip) a person or entity named on THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM, OR IN TRANSACTIONS NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES OFFERED HEREBY MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AS AMENDED AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. (q) Such Purchaser should check the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) website at xxxx://xxx.xxxxx.xxx/ofac before making the following representations. Such Purchaser represents that the amounts invested by it in the Company in the Offering were not and are not directly or indirectly derived from activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by OFAC prohibit, among other things, the engagement in any Executive Order issued by transactions with, and the President provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the United States and OFAC website at xxxx://xxx.xxxxx.xxx/ofac. In addition, the programs administered by OFAC (the “OFAC ListPrograms”)) prohibit dealing with individuals1 or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists. (r) To such Purchaser’s knowledge, none of: (1) such Purchaser, (2) any person controlling or controlled by such Purchaser, (3) if such Purchaser is a privately-held entity, any person having a beneficial interest in such Purchaser or (4) any person for whom such Purchaser is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs. Please be advised that the Company may not accept any amounts from a prospective investor if such prospective investor cannot make the representation set forth in the preceding paragraph. Such Purchaser agrees to promptly notify the Company should such Purchaser become aware of any change in the information set forth in Sections 4(r) — (t) of these representations. Such Purchaser understands and acknowledges that, by law, the Company may be obligated to “freeze the account” of such Purchaser, either by prohibiting additional subscriptions from such Purchaser, declining any redemption requests and/or segregating the assets in the account in compliance with governmental regulations. Such Purchaser further acknowledges that the Company may, by written notice to such Purchaser, suspend the redemption rights, if any, of such Purchaser if the Company reasonably deems it necessary to do so to comply with anti-money laundering regulations applicable to the Company or any of the Company’s other service providers. These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions programand embargo programs. 1 These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. (s) To such Purchaser’s knowledge, none of: (1) such Purchaser, (ii2) any person controlling or controlled by such Purchaser, (3) if such Purchaser is a Designated National privately-held entity, any person having a beneficial interest in such Purchaser or (4) any person for whom such Purchaser is acting as agent or nominee in connection with this investment is a senior foreign political figure2, or any immediate family3 member or close associate4 of a senior foreign political figure, as such terms are defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or footnotes below. (iiit) If such Purchaser is affiliated with a non-U.S. shell bank banking institution (a “Foreign Bank”), or providing if such Purchaser receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, such Purchaser represents and warrants to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities, (2) the Foreign Bank maintains operating records related to its banking activities, (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities, and (4) the Foreign Bank does not provide banking services indirectly to any other Foreign Bank that does not have a non-U.S. shell bank. Such Purchaser physical presence in any country and that is not a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”). To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by such Purchaser and used to purchase its Purchased Shares and to acquire its Acquired Shares were legally derivedregulated affiliate. r. As of (u) Prior to the date hereof, such the Purchaser has available to itnot taken, and at prior to the public announcement of the transaction after the Closing such the Purchaser shall not take, any action that has caused or will cause the Purchaser to have, sufficient funds directly or indirectly, sold or agreed to enable it sell any shares of Common Stock, effected any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act with respect to pay the portion Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Purchase Price payable by such Purchaser in accordance with this AgreementCommon Stock. s. Such Purchaser understands that the foregoing representations and warranties shall be deemed material and to have been relied upon by the Company, Seller and FPAC.

Purchaser Representations and Warranties. Each The Purchaser solely as to itself, severally but not jointly, represents and warrants to the Company, Seller and FPAC other parties hereto that, as it itself: a. Such The Purchaser (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring its the Purchased Shares and its the Acquired Shares only for its own account and not for the account of others, or if such Purchaser is purchasing such Purchased Shares and such Acquired Shares as a fiduciary or agent for one or more investor accounts, such Purchaser has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring such the Purchased Shares and such the Acquired Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A). Such The Purchaser is not an entity formed for the specific purpose of acquiring such the Purchased Shares and such the Acquired Shares. b. Following completion of the transfer of ownership and title of the Purchased Shares from Seller to such Purchaser the Company pursuant to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties hereinwarranties, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares to the Company free and clear of all liens and encumbrances so that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under applicable securities Lawslaws. c. Such The Purchaser understands that such the Purchased Shares and such the Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that such the Purchased Shares and such the Acquired Shares have not been registered under the Securities Act. Such The Purchaser understands that such the Purchased Shares and such the Acquired Shares may not be resold, transferred, pledged or otherwise disposed of by such the Purchaser absent an effective registration statement under the Securities Act except (i) to the issuer of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities Laws laws of the states and other jurisdictions of the United States, and that such the Purchased Shares and such the Acquired Shares will be subject to a restrictive legend to such effect. Such effect The Purchaser acknowledges that such the Purchased Shares and such the Acquired Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Such The Purchaser understands and agrees that such the Purchased Shares and such the Acquired Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, such the Purchaser may not be able to readily resell such the Purchased Shares and such the Acquired Shares and may be required to bear the financial risk of an investment in such the Purchased Shares and such the Acquired Shares for an indefinite period of time. Such The Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of such the Purchased Shares and such the Acquired Shares. d. Such The Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to such the Purchaser, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement (and any other Transaction Documents or agreements executed and delivered in connection with the Transaction to which such the Purchaser is party, if any). e. Such The Purchaser’s acquisition and holding of such the Purchased Shares and such the Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Lawlaw. f. Such The Purchaser acknowledges and agrees that such the Purchaser has received such information as such the Purchaser deems necessary in order to make an investment decision with respect to such the Purchased Shares and such the Acquired Shares, including, with respect to the Company, the Transaction and the Target. Such The Purchaser represents and agrees that such the Purchaser and such the Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as such the Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Purchased Shares and the Acquired Shares. g. Such The Purchaser became aware of this offering of such the Purchased Shares and such the Shares solely by means of direct contact between such the Purchaser, Seller Globetrotter and the Company or their respective representatives, and such the Purchased Shares and such the Shares were offered to such the Purchaser solely by direct contact between such the Purchaser, Seller Globetrotter and the Company or their respective representatives. Such The Purchaser did not become aware of this offering of such the Purchased Shares and such the Shares, nor were such the Purchased Shares and such the Shares offered to such the Purchaser, by any other means. Such The Purchaser acknowledges that Seller Globetrotter and the Company each represents and warrants that such the Purchased Shares and such the Acquired Shares, as applicable, (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities Lawslaws. h. Such The Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such the Purchased Shares and such the Acquired Shares. Such The Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in such the Purchased Shares and such the Acquired Shares, and such the Purchaser has sought such accounting, legal and tax advice as such the Purchaser has considered necessary to make an informed investment decision. i. Alone, or together with any professional advisor(s), such the Purchaser has adequately analyzed and fully considered the risks of an investment in such the Purchased Shares and such the Acquired Shares and determined that such the Purchased Shares and such the Acquired Shares are a suitable investment for such the Purchaser and that such the Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total loss of such the Purchaser’s investment in the Company. Such The Purchaser acknowledges specifically that a possibility of total loss exists. j. In making its decision to purchase such the Purchased Shares and such the Acquired Shares, such the Purchaser has relied solely upon independent investigation made by such the Purchaser. k. Such The Purchaser understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of such the Shares or made any findings or determination as to the fairness of this investment. l. Such 1. The Purchaser has been duly formed or incorporated and is validly existing in good standing under the Laws laws of its jurisdiction of incorporation or formation, with full power, authority and capacity to enter into, deliver and perform its obligations under this Agreement and has taken all actions required to enter into this Agreement and to complete the purchase of such the Purchased Shares and such the Acquired Shares contemplated hereunder. m. The execution and delivery of this Agreement by such the Purchaser and the compliance by such the Purchaser with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such the Purchaser; (ii) result in any violation of the provisions of the organizational documents of such the Purchaser; or (iii) provided that subject to the Required Approvals have been obtainedApprovals, result in any violation of any Law statute or Governmental Order applicable to such Purchaserany judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Purchaser or any of its properties, except (in the case of clauses (i) or (iii) above) as for such conflicts, breaches, violations, defaults, liens, charges or encumbrances which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such the Purchaser to enter into and into, perform its obligations under this Agreement and to consummate the transactions contemplated hereby. n. This Agreement has been duly authorized, executed and delivered by such the Purchaser and is enforceable against such the Purchaser in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. o. The Purchaser (1) is exempt from making or is not required to make (i) any filing of an outbound investment registration with the Ministry of Commerce of the People’s Republic of China (the “PRC”) and/or its competent provincial or local counterparts (“MOFCOM”) in respect of the transactions contemplated hereby or has unconditionally received an Enterprise Overseas Investment Certificate issued by MOFCOM reflecting such registration; or (ii) after completion (if applicable) of the procedures contemplated by subsection (i) above, the registration with a bank in the PRC approved by the State Administration of Foreign Exchange of the PRC in respect of the transactions contemplated hereby or has unconditionally received the Foreign Exchange Business Registration Certificate reflecting such registration; and (2) prior to Closing, any required filings of an outbound investment registration with the National Development and Reform Commission of the PRC and/or its competent provincial or local counterparts (the “NDRC”) in respect of the transactions contemplated hereby shall have been made and evidence of the receipt of submission of such filings shall be shown on the NDRC website (subsection (1) and (2), together, the “PRC Approvals”). p. Neither the due diligence investigation conducted by such the Purchaser in connection with making its decision to acquire such the Purchased Shares and such the Acquired Shares nor any representations and warranties made by such the Purchaser herein shall modify, amend or affect such the Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s and Seller’s respective representations and warranties contained herein. p. q. The Purchase Price payable by such Purchaser is not directly or indirectly derived, obtained, received, taken, acquired, or gained, and or does not stem, from any violation by such the Purchaser or any of its directors, officers, employees, affiliates or, to such the Purchaser’s knowledge, any of its agents or other persons authorized to act acting on behalf of such the Purchaser of any Laws laws or regulations concerning money laundering, corruption, or bribery of any jurisdiction, any rules and regulations thereunder, or any related or similar Lawslaws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority governmental agency or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, or proceeding with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to such the Purchaser’s knowledge, threatened by or before any Governmental Authority court or governmental agency, authority, or body, or any arbitrator involving such the Purchaser or its respective directors, officers, employees, agents, affiliates, or other persons authorized to act acting on behalf of such the Purchaser. q. Such r. The Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“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) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such None of the Purchaser’s directors, officers, agents, employees, or affiliates is currently subject to any sanctions adopted, administered or enforced by the United Nations, the United Kingdom, the European Union, Switzerland or the respective governmental institutions and agencies of any of the foregoing, or any other relevant sanctions authority. The Purchaser agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Purchaser is not permitted to do so under applicable law. If the Purchaser is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Purchaser maintains written policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required by applicable lawrequired, such Purchaser it maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such the Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by such the Purchaser and used to purchase its the Purchased Shares and to acquire its the Acquired Shares were legally derived. r. As of the date hereof, such s. The Purchaser has available and will have sufficient unconditional funds (including with respect to it, and at the Closing such Purchaser will have, sufficient funds PRC Approvals) to enable it to pay the portion of the Purchase Price payable by such Purchaser in accordance at the Closing and comply with its obligations under this Agreement. s. Such t. The Purchaser understands that the foregoing representations and warranties shall be deemed material and to have been relied upon by the Company, Seller and FPACother parties hereto.

Purchaser Representations and Warranties. Each The Purchaser solely as to itself, severally but not jointly, represents and warrants to to, and covenants and agrees with, the Company, Seller and FPAC that, Company as it itselffollows: a. Such (a) Without limiting Purchaser's right to sell the Securities pursuant to an effective registration statement or otherwise in compliance with the 1933 Act, the Purchaser is purchasing the Securities for its own account for investment only and not with a view towards the public sale or distribution thereof and not with a view to or for sale in connection with any distribution thereof. (b) The Purchaser is (i) not a "U.S. Person" as that term is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and an institutional “accredited investor” (within the meaning 502 of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule ARegulation S, (ii) is acquiring its Purchased Shares and its Acquired Shares only for its own account and not for experienced in making investments of the account of others, or if such Purchaser is purchasing such Purchased Shares and such Acquired Shares as a fiduciary or agent for one or more investor accounts, such Purchaser has full investment discretion with respect to each such account, kind described in this Agreement and the full power and authority to make the acknowledgementsrelated documents, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring such Purchased Shares and such Acquired Shares with a view toable, or for offer or sale in connection with, any distribution thereof in violation by reason of the Securities Act business and financial experience of its officers and professional advisors (and shall provide the requested information on Schedule A). Such Purchaser is who are not an entity formed for the specific purpose of acquiring such Purchased Shares and such Acquired Shares. b. Following completion of the transfer of ownership and title of the Purchased Shares from Seller to such Purchaser pursuant to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares to affiliated with or compensated in any way by the Company free and clear of all liens and encumbrances so that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under applicable securities Laws. c. Such Purchaser understands that such Purchased Shares and such Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that such Purchased Shares and such Acquired Shares have not been registered under the Securities Act. Such Purchaser understands that such Purchased Shares and such Acquired Shares may not be resold, transferred, pledged or otherwise disposed of by such Purchaser absent an effective registration statement under the Securities Act except (i) to the issuer of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities Laws of the states and other jurisdictions of the United States, and that such Purchased Shares and such Acquired Shares will be subject to a restrictive legend to such effect. Such Purchaser acknowledges that such Purchased Shares and such Acquired Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Such Purchaser understands and agrees that such Purchased Shares and such Acquired Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, such Purchaser may not be able to readily resell such Purchased Shares and such Acquired Shares and may be required to bear the financial risk of an investment in such Purchased Shares and such Acquired Shares for an indefinite period of time. Such Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of such Purchased Shares and such Acquired Shares. d. Such Purchaser further acknowledges that there have been no representationsits Affiliates or selling agents), warranties, covenants and agreements made to such Purchaser, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement (and any other Transaction Documents or agreements executed and delivered protect its own interests in connection with the Transaction to which such Purchaser is partyTransactions described in this Agreement, if any). e. Such Purchaser’s acquisition and holding of such Purchased Shares and such Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Law. f. Such Purchaser acknowledges and agrees that such Purchaser has received such information as such Purchaser deems necessary in order to make an investment decision with respect to such Purchased Shares and such Acquired Shares, including, with respect to the Company, the Transaction and the Target. Such Purchaser represents and agrees that such Purchaser and such Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as such Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Purchased Shares and the Acquired Shares. g. Such Purchaser became aware of this offering of such Purchased Shares and such Shares solely by means of direct contact between such Purchaser, Seller and the Company or their respective representativesrelated documents, and such Purchased Shares and such Shares were offered to such Purchaser solely by direct contact between such Purchaser, Seller and the Company or their respective representatives. Such Purchaser did not become aware of this offering of such Purchased Shares and such Shares, nor were such Purchased Shares and such Shares offered to such Purchaser, by any other means. Such Purchaser acknowledges that Seller and the Company each represents and warrants that such Purchased Shares and such Acquired Shares, as applicable, (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities Laws. h. Such Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such Purchased Shares and such Acquired Shares. Such Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating evaluate the merits and risks of an investment in such Purchased Shares and such Acquired Sharesthe Securities, and such Purchaser has sought such accounting, legal and tax advice as such Purchaser has considered necessary (iv) able to make an informed investment decision. i. Alone, or together with any professional advisor(s), such Purchaser has adequately analyzed and fully considered afford the risks of an investment in such Purchased Shares and such Acquired Shares and determined that such Purchased Shares and such Acquired Shares are a suitable investment for such Purchaser and that such Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total entire loss of such Purchaser’s its investment in the Company. Such Purchaser acknowledges specifically that a possibility of total loss existsSecurities. j. In making (c) The Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the 1933 Act and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Securities. (d) The Purchaser and its decision advisors, if any, have been furnished with or have been given access to purchase all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Purchaser, including those set forth on in any annex attached hereto. The Purchaser and its advisors, if any, have been afforded the opportunity to ask questions of the Company and its management and have received complete and satisfactory answers to any such Purchased Shares and such Acquired Sharesinquiries. Without limiting the generality of the foregoing, such the Purchaser has relied solely upon independent investigation made by such Purchaseralso had the opportunity to obtain and to review the Company's filings on EDGAR (collectively, the "SEC Documents"). k. Such (e) The Purchaser understands that its investment in the Securities involves a high degree of risk. (f) The Purchaser hereby represents that, in connection with its purchase of the Securities, it has not relied on any statement or representation by the Company or any of its officers, directors and agrees employees or any of their respective attorneys or agents, except as specifically set forth herein. (g) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed upon or endorsed the merits of the offering of such Shares on or made any findings recommendation or determination as to endorsement of the fairness of this investmentSecurities. l. Such Purchaser has been duly formed or incorporated and is validly existing in good standing under the Laws of its jurisdiction of incorporation or formation, with full power, authority and capacity to enter into, deliver and perform its obligations under this Agreement and has taken all actions required to enter into this Agreement and to complete the purchase of such Purchased Shares and such Acquired Shares contemplated hereunder. m. The execution and delivery of this Agreement by such Purchaser and the compliance by such Purchaser with all of the provisions of this (h) This Agreement and the consummation of other Transaction Documents to which the transactions Purchaser is a party, and the Transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions ofthereby, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Purchaser; (ii) result in any violation of the provisions of the organizational documents of such Purchaser; or (iii) provided that the Required Approvals have been obtained, result in any violation of any Law or Governmental Order applicable to such Purchaser, except (in the case of clauses (i) or (iii) above) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to enter into duly and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. n. This Agreement has been duly validly authorized, executed and delivered by such on behalf of the Purchaser and is are valid and binding agreements of the Purchaser enforceable against such Purchaser in accordance with its their respective terms, except subject as may be limited or otherwise affected by (i) to enforceability to general principles of equity and to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other Laws relating to or similar laws affecting the enforcement of creditors' rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. o. Neither the due diligence investigation conducted by such Purchaser in connection with making its decision to acquire such Purchased Shares and such Acquired Shares nor any representations and warranties made by such Purchaser herein shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s and Seller’s respective representations and warranties contained herein. p. The Purchase Price payable by such Purchaser is not directly or indirectly derived, obtained, received, taken, acquired, or gained, and does not stem, from any violation by such Purchaser or any of its directors, officers, employees, affiliates or, to such Purchaser’s knowledge, any of its agents or other persons authorized to act on behalf of such Purchaser of any Laws or regulations concerning money laundering, corruption, or bribery of any jurisdiction, any rules and regulations thereunder, or any related or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, or proceeding with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to such Purchaser’s knowledge, threatened by or before any Governmental Authority involving such Purchaser or its directors, officers, employees, agents, affiliates, or other persons authorized to act on behalf of such Purchaser. q. Such Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“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) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such Purchaser is not a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”). To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by such Purchaser and used to purchase its Purchased Shares and to acquire its Acquired Shares were legally derived. r. As of the date hereof, such Purchaser has available to it, and at the Closing such Purchaser will have, sufficient funds to enable it to pay the portion of the Purchase Price payable by such Purchaser in accordance with this Agreement. s. Such Purchaser understands that the foregoing representations and warranties shall be deemed material and to have been relied upon by the Company, Seller and FPAC.

Purchaser Representations and Warranties. Each Purchaser solely as to itself, severally but not jointly, hereby represents and warrants to Seller as follows: (a) Purchaser understands that the Company, Seller Purchased Note and FPAC thatthe Conversion Shares have not been and are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless subsequently registered thereunder or an exemption from such registration is available. (b) Purchaser is an entity duly organized and validly existing under the laws of the jurisdiction of its formation. Purchaser has all the requisite power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly authorized, executed and delivered on behalf of Purchaser and shall constitute the legal, valid and binding obligation of Purchaser enforceable against it itself:in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors' rights generally, (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (c) to the extent the indemnification provisions contained herein may be limited by federal or state securities laws. a. Such (c) Purchaser (a) is a sophisticated person with respect to the sale of the Purchased Note; (b) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the purchase of the Purchased Note; and (c) has independently and without reliance upon Seller, and based on such information as Purchaser has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Purchaser has relied upon Seller's express representations, warranties and covenants in this Agreement. Purchaser acknowledges that Seller has not given Purchaser any investment advice, credit information or opinion on whether the purchase of the Purchased Note is prudent. (d) Purchaser is purchasing the Purchased Note solely for its own account and not with a view to the distribution or resale of the Purchased Note or its rights thereunder except pursuant to a registration statement declared effective under, or an exemption from the registration requirements of, the Securities Act. (e) Purchaser is voluntarily assuming all risks associated with the purchase of the Purchased Note and expressly warrants and represents that (i) Purchaser has not made, and the Purchaser disclaims the existence of or its reliance on, any representation by the Seller concerning the Company or the Purchased Note; (ii) Purchaser is not relying on any disclosure or non-disclosure made or not made, or the completeness thereof, in connection with or arising out of the purchase of the Purchased Note; (iii) Purchaser has no claims against the Seller or the Company with respect to the foregoing and if any such claim may exist, the Purchaser, recognizing its disclaimer of reliance and the Seller’s reliance on such disclaimer as a condition to entering into this transaction, covenants and agrees not to assert it against the Seller, the Company or any of the Seller’s partners, representatives, agents or affiliates; (iv) the Seller and the Company shall have no liability; and (v) Purchaser waives and releases any claim that it might have against the Seller and/or the Company or any of the Seller’s partners, representatives, agents and affiliates whether under applicable securities law or otherwise, based on any Seller’s knowledge, possession or nondisclosure to the Purchaser of any material, non-public information concerning the Company or its future prospects. (f) Purchaser is an “qualified institutional buyeraccredited investor” (as defined in Rule 144A Regulation D under the Securities Act) and an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring its Purchased Shares and its Acquired Shares only for its own account and not for the account of others, or if such Purchaser is purchasing such Purchased Shares and such Acquired Shares as a fiduciary or agent for one or more investor accounts, such Purchaser has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring such Purchased Shares and such Acquired Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A). Such Purchaser is not an entity formed for the specific purpose of acquiring such Purchased Shares and such Acquired Shares. b. Following completion of the transfer of ownership and title of the Purchased Shares from Seller to such Purchaser pursuant to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares to the Company free and clear of all liens and encumbrances so that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under applicable securities Laws. c. Such Purchaser understands that such Purchased Shares and such Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that such Purchased Shares and such Acquired Shares have not been registered under the Securities Act. Such Purchaser understands that such Purchased Shares and such Acquired Shares may not be resold, transferred, pledged or otherwise disposed of by such Purchaser absent an effective registration statement under the Securities Act except (i) to the issuer of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities Laws of the states and other jurisdictions of the United States, and that such Purchased Shares and such Acquired Shares will be subject to a restrictive legend to such effect. Such Purchaser acknowledges that such Purchased Shares and such Acquired Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Such Purchaser understands and agrees that such Purchased Shares and such Acquired Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, such Purchaser may not be able to readily resell such Purchased Shares and such Acquired Shares and may be required to bear the financial risk of an investment in such Purchased Shares and such Acquired Shares for an indefinite period of time. Such Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of such Purchased Shares and such Acquired Shares. d. Such Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to such Purchaser, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement (and any other Transaction Documents or agreements executed and delivered in connection with the Transaction to which such Purchaser is party, if any). e. Such Purchaser’s acquisition and holding of such Purchased Shares and such Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Law. f. Such Purchaser acknowledges and agrees that such Purchaser has received such information as such Purchaser deems necessary in order to make an investment decision with respect to such Purchased Shares and such Acquired Shares, including, with respect to the Company, the Transaction and the Target. Such Purchaser represents and agrees that such Purchaser and such Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as such Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Purchased Shares and the Acquired Shares. g. Such Purchaser became aware of this offering of such Purchased Shares and such Shares solely by means of direct contact between such Purchaser, Seller and the Company or their respective representatives, and such Purchased Shares and such Shares were offered to such Purchaser solely by direct contact between such Purchaser, Seller and the Company or their respective representatives. Such Purchaser did not become aware of this offering of such Purchased Shares and such Shares, nor were such Purchased Shares and such Shares offered to such Purchaser, by any other means. Such Purchaser acknowledges that Seller and the Company each represents and warrants that such Purchased Shares and such Acquired Shares, as applicable, (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities Laws. h. Such Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such Purchased Shares and such Acquired Shares. Such Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in such Purchased Shares and such Acquired Sharesthe transaction contemplated herein, and such Purchaser has sought such accounting, legal and tax advice as such Purchaser has considered necessary to make an informed investment decision. i. Alone, or together with any professional advisor(s), such Purchaser has adequately analyzed and fully considered the risks of an investment in such Purchased Shares and such Acquired Shares and determined that such Purchased Shares and such Acquired Shares are a suitable investment for such Purchaser and that such Purchaser it is able at this time and in the foreseeable future to bear the economic risk of a total loss such purchase. (g) Purchaser understands that the Purchased Note is being offered and sold to it in reliance on specific exemptions from the registration requirements of such Purchaser’s investment United States federal and state securities laws. (h) Purchaser understands that the Purchased Note shall bear the legends set forth in the Company. Such Purchaser acknowledges specifically that a possibility of total loss existsSecurities Purchase Agreement and such legends shall not be removed except in accordance therewith. j. In making its decision to purchase such Purchased Shares and such Acquired Shares, such Purchaser has relied solely upon independent investigation made by such Purchaser. k. Such Purchaser understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of such Shares or made any findings or determination as to the fairness of this investment. l. Such Purchaser has been duly formed or incorporated and is validly existing in good standing under the Laws of its jurisdiction of incorporation or formation, with full power, authority and capacity to enter into, deliver and perform its obligations under this Agreement and has taken all actions required to enter into this Agreement and to complete the purchase of such Purchased Shares and such Acquired Shares contemplated hereunder. m. The execution and delivery of this Agreement by such Purchaser and the compliance by such Purchaser with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with Purchaser has taken no action that would give rise to any claim by any person for brokerage commissions, finder's fees or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Purchaser; (ii) result in any violation of the provisions of the organizational documents of such Purchaser; or (iii) provided that the Required Approvals have been obtained, result in any violation of any Law or Governmental Order applicable similar payments relating to such Purchaser, except (in the case of clauses (i) or (iii) above) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to enter into and perform its obligations under this Agreement and to consummate or the transactions contemplated hereby. n. This Agreement has been duly authorized, executed and delivered by such (j) Purchaser and is enforceable against such Purchaser in accordance with its terms, except as may be limited or otherwise affected by acknowledges that (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights of creditors generallySeller currently may have, and (ii) principles later may come into possession of equity, whether considered at law or equity. o. Neither the due diligence investigation conducted by such Purchaser in connection with making its decision to acquire such Purchased Shares and such Acquired Shares nor any representations and warranties made by such Purchaser herein shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s and Seller’s respective representations and warranties contained herein. p. The Purchase Price payable by such Purchaser is not directly or indirectly derived, obtained, received, taken, acquired, or gained, and does not stem, from any violation by such Purchaser or any of its directors, officers, employees, affiliates or, to such Purchaser’s knowledge, any of its agents or other persons authorized to act on behalf of such Purchaser of any Laws or regulations concerning money laundering, corruption, or bribery of any jurisdiction, any rules and regulations thereunder, or any related or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, or proceeding information with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to such Purchaser’s knowledge, threatened by or before any Governmental Authority involving such Purchaser or its directors, officers, employees, agents, affiliates, or other persons authorized to act on behalf of such Purchaser. q. Such Purchaser Company that is not (i) known to Purchaser and that may be material to a person or entity named on decision to purchase the List of Specially Designated Nationals and Blocked Persons administered by Purchased Note for the U.S. Treasury Department’s Office of Foreign Assets Control Purchase Price (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC ListPurchaser Excluded Information”), or a person or entity prohibited by any OFAC sanctions program, (ii) a Designated National as defined in Purchaser has determined to purchase the Cuban Assets Control RegulationsPurchased Note notwithstanding its lack of knowledge of Purchaser Excluded Information, 31 C.F.R. Part 515if any, or and (iii) a non-U.S. shell bank Seller shall have no liability to Purchaser, and Purchaser waives and releases any claims that it might have against Seller, whether under applicable securities laws or providing banking services indirectly to a non-U.S. shell bank. Such Purchaser is not a financial institution subject otherwise, with respect to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”)nondisclosure of Purchaser Excluded Information, as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”)if any, and its implementing regulations (collectively, the “BSA/PATRIOT Act”). To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by such Purchaser and used to in connection with Purchaser's purchase its Purchased Shares and to acquire its Acquired Shares were legally derived. r. As of the date hereof, such Purchaser has available to it, and at the Closing such Purchaser will have, sufficient funds to enable it to pay the portion of Purchased Note for the Purchase Price payable by such Purchaser in accordance with herewith; provided, however, that Purchaser Excluded Information, if any, shall not and does not affect the truth or accuracy of the representations or warranties of Seller in this Agreement. s. Such Purchaser understands that the foregoing representations and warranties shall be deemed material and to have been relied upon by the Company, Seller and FPAC.

Purchaser Representations and Warranties. Each The Purchaser solely as to itself, severally but not jointlyhereby ---------------------------------------- acknowledges, represents and warrants to to, and agrees with, the Company, Seller Company and FPAC that, its affiliates as it itselffollows: a. Such Purchaser (ia) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring its Purchased Shares and its Acquired Shares only for its own account and not for the account of others, or if such Purchaser is purchasing such Purchased Shares and such Acquired Shares as a fiduciary or agent for one or more investor accounts, such The Purchaser has full received, read carefully and understands the Documents and has had an adequate opportunity to consult his own attorney, accountant or investment discretion advisor (his "Advisors") with respect to each the suitability of the investment contemplated hereby for the Purchaser. The Purchaser further acknowledges that the Purchaser and his Advisors have also made such accountother investigation, review, examination and inquiry concerning the Company and its business and affairs as they have deemed appropriate so as to understand the nature of the investment in the Shares, including without limitation, the merits and risks thereof. (b) The Purchaser is acquiring the Shares for the Purchaser's own account as principal, not as a nominee or agent, for investment purposes only, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring such Purchased Shares and such Acquired Shares with a view to, or for offer for, resale, distribution or sale fractionalization thereof in connection with, any distribution thereof whole or in part in violation of the Securities Act (and shall provide Act. Further, the requested information on Schedule A). Such Purchaser is does not an entity formed for the specific purpose of acquiring such Purchased Shares and such Acquired Shares. b. Following completion of the have any contract, undertaking, agreement or arrangement with any person to sell, transfer of ownership and title of the Purchased Shares from Seller or grant participations to such Purchaser pursuant person or to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares to the Company free and clear of all liens and encumbrances so that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under applicable securities Laws. c. Such Purchaser understands that such Purchased Shares and such Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that such Purchased Shares and such Acquired Shares have not been registered under the Securities Act. Such Purchaser understands that such Purchased Shares and such Acquired Shares may not be resold, transferred, pledged or otherwise disposed of by such Purchaser absent an effective registration statement under the Securities Act except (i) to the issuer of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities Laws of the states and other jurisdictions of the United States, and that such Purchased Shares and such Acquired Shares will be subject to a restrictive legend to such effect. Such Purchaser acknowledges that such Purchased Shares and such Acquired Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Such Purchaser understands and agrees that such Purchased Shares and such Acquired Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, such Purchaser may not be able to readily resell such Purchased Shares and such Acquired Shares and may be required to bear the financial risk of an investment in such Purchased Shares and such Acquired Shares for an indefinite period of time. Such Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of such Purchased Shares and such Acquired Shares. d. Such Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to such Purchaser, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement (and any other Transaction Documents or agreements executed and delivered in connection with the Transaction to which such Purchaser is party, if any). e. Such Purchaser’s acquisition and holding of such Purchased Shares and such Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Law. f. Such Purchaser acknowledges and agrees that such Purchaser has received such information as such Purchaser deems necessary in order to make an investment decision with respect to such Purchased Shares and such Acquired Shares, includingthird person, with respect to the CompanyShares for which the Purchaser is subscribing. (c) The Purchaser has full power and authority to enter into this Subscription Agreement and the Registration Rights Agreement. The execution and delivery of this Subscription Agreement and the Registration Rights Agreement have been duly authorized by the Purchaser, and this Subscription Agreement constitutes a valid and legally binding obligation of the Purchaser. (d) The Purchaser acknowledges the Purchaser's understanding that the offering and sale of the Shares is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) thereof and the provisions of Regulation D promulgated thereunder ("Regulation D"). In furtherance thereof, the Transaction and the Target. Such Purchaser represents and warrants to and agrees with the Company and its affiliates as follows: (i) The Purchaser understands that the basis for the exemption from registration may not be present if, notwithstanding such representations, the Purchaser's intention is merely to acquire the Shares for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. Accordingly, the Purchaser does not have any such intention; (ii) The Purchaser has the financial ability to bear the economic risk of the Purchaser's investment, which is speculative in nature, has adequate means for providing for the Purchaser's current needs and such Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers personal contingencies and obtain such information as such Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision has no need for liquidity with respect to the Purchased Shares and Purchaser's investment in the Acquired Shares.Company; and g. Such Purchaser became aware of this offering of such Purchased Shares and such Shares solely by means of direct contact between such Purchaser, Seller and the Company or their respective representatives, and such Purchased Shares and such Shares were offered to such Purchaser solely by direct contact between such Purchaser, Seller and the Company or their respective representatives. Such Purchaser did not become aware of this offering of such Purchased Shares and such Shares, nor were such Purchased Shares and such Shares offered to such Purchaser, by any other means. Such Purchaser acknowledges that Seller and the Company each represents and warrants that such Purchased Shares and such Acquired Shares, as applicable, (iiii) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities Laws. h. Such Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such Purchased Shares and such Acquired Shares. Such The Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an the prospective investment in the Shares. If other than an individual, the Purchaser also represents it has not been organized for the purpose of acquiring the Shares. (e) The Purchaser is an "accredited investor," as that term is defined in Rule 501 of Regulation D (as described in Appendix I hereto). ---------- (f) The Purchaser: (i) Has been furnished with copies of the Documents. The Purchaser acknowledges and agrees that the Documents supercede all written information regarding the Company that the Purchaser may have received prior to the date of the Documents. The Purchaser has carefully read the Documents and has relied solely (except as indicated in subsections (ii) and (iii) below) on the information contained in the Documents (including all exhibits thereto), provided, however, that the foregoing does not limit or modify the representations and warranties of the Company contained in Section 3 hereof or the right of the Purchaser to rely thereon; (ii) Has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning the offering of the Shares hereunder and the Company to the extent the Company possesses such Purchased information or can acquire it without unreasonable effort or expense; (iii) Has been given the opportunity for a reasonable period of time prior to the date hereof to ask questions of, and receive answers from, the Company or its representatives concerning the terms and conditions of the offering of the Shares and such Acquired Sharesother matters pertaining to this investment, and has been given the opportunity for a reasonable period of time prior to the date hereof to obtain such Purchaser has sought such accounting, legal and tax advice as such Purchaser has considered additional information necessary to make an informed investment decision.verify the accuracy of the information contained in the Documents or that which was otherwise provided in order for the Purchaser to evaluate the merits and risks of purchase of the Shares to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; i. Alone, or together (iv) Has not been furnished with any professional advisor(s), such Purchaser has adequately analyzed and fully considered oral representation or oral information in connection with the risks offering of an investment the Shares which is not contained herein or in such Purchased Shares and such Acquired Shares and the Documents; and (v) Has determined that such Purchased Shares and such Acquired the Shares are a suitable investment for such the Purchaser and that such Purchaser is able at this time the Purchaser could bear a complete loss of such investment. (g) The Purchaser is not relying on the Company or its affiliates with respect to economic considerations involved in this investment. (h) This offer is not transferable or assignable by the Purchaser unless the Purchaser complies with the terms of transfer hereof. The Purchaser further represents, warrants and agrees that the Purchaser will not sell or otherwise transfer any of the Shares issued in connection with the foreseeable future to this Subscription Agreement, without registration under the Securities Act or an exemption therefrom, and that the Purchaser fully understands and agrees that the Purchaser must bear the economic risk of a total loss the Purchaser's purchase because, among other reasons, none of the Shares have been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless subsequently registered under the Securities Act and under the applicable securities laws of such Purchaser’s investment states or an exemption from such registration is available. In particular, the Purchaser is aware that the Shares are "restricted securities," as such term is defined in Rule 144 promulgated under the Securities Act ("Rule 144"), and may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Purchaser also understands that, except as otherwise provided in the CompanyRegistration Rights Agreement, the Company is under no obligation to register any of the Shares on the Purchaser's behalf or to assist the Purchaser in complying with any exemption from registration under the Securities Act or applicable state securities laws. Such The Purchaser acknowledges specifically further understands that a possibility sales or transfers of total loss existsthe Shares are further restricted by state securities laws and the provisions of this Subscription Agreement. j. In making its decision (i) No representations or warranties have been made to purchase such Purchased the Purchaser by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained herein, and in subscribing for the Shares and such Acquired Shares, such the Purchaser is not relying upon any representations other than those contained herein. (j) Any information which the Purchaser has relied solely upon independent investigation made by heretofore furnished to the Company with respect to the Purchaser's financial position and business experience is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such Purchaserinformation, the Purchaser will immediately furnish such revised or corrected information to the Company. k. Such (k) The Purchaser understands and agrees that no federal the certificates for the Shares shall bear the following legend, or a similar legend to the same effect, until (i) the Shares shall have been registered under the Securities Act pursuant to the Registration Rights Agreement and effectively been disposed of in accordance with a registration statement that has been declared effective; or (ii) in the opinion of counsel for the Company such Shares may be sold without registration under the Securities Act or any applicable "Blue Sky" or state securities laws: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND ALL SUCH SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN THIS CERTIFICATE. THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT REGISTRATION UNDER THE ACT." (l) The Purchaser's overall commitment to investments which are not readily marketable is not disproportionate to the Purchaser's net worth, and an investment in the Shares pursuant to the offering hereunder will not cause such overall commitment to become excessive. (m) The Purchaser: is not (i) a director, officer, or substantial security holder of the Company (a "Related Party"), (ii) a subsidiary, affiliate or other closely-related person of a Related Party, or (iii) any person, company or entity in which a Related Party has a substantial direct or indirect interest. (n) No Federal or state agency has passed upon or endorsed the merits of the offering of such Shares or made any findings or determination as to the fairness of this investment. l. Such Purchaser has been duly formed or incorporated and is validly existing in good standing under the Laws of its jurisdiction of incorporation or formation, with full power, authority and capacity to enter into, deliver and perform its obligations under this Agreement and has taken all actions required to enter into this Agreement and to complete the purchase of such Purchased Shares and such Acquired Shares contemplated hereunder. m. The execution and delivery of this Agreement by such Purchaser and the compliance by such Purchaser with all offering of the provisions of this Agreement and the consummation of the transactions contemplated herein will not Shares hereunder (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Purchaser; (ii) result in any violation of the provisions of the organizational documents of such Purchaser; or (iii) provided that the Required Approvals have been obtained, result in any violation of any Law or Governmental Order applicable to such Purchaser, except (in the case of clauses (i) or (iii) above) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. n. This Agreement has been duly authorized, executed and delivered by such Purchaser and is enforceable against such Purchaser in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. o. Neither the due diligence investigation conducted by such Purchaser in connection with making its decision to acquire such Purchased Shares and such Acquired Shares nor any representations and warranties made by such Purchaser herein shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s and Seller’s respective representations and warranties contained herein. p. The Purchase Price payable by such Purchaser is not directly or indirectly derived, obtained, received, taken, acquired, or gained, and does not stem, from any violation by such Purchaser or any of its directors, officers, employees, affiliates or, to such Purchaser’s knowledge, any of its agents or other persons authorized to act on behalf of such Purchaser of any Laws or regulations concerning money laundering, corruption, or bribery of any jurisdiction, any rules and regulations thereunderpart thereof) for public investment, or any related recommendation or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority endorsement of the Shares (or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”part thereof); and no action, suit, or proceeding with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to such Purchaser’s knowledge, threatened by or before any Governmental Authority involving such Purchaser or its directors, officers, employees, agents, affiliates, or other persons authorized to act on behalf of such Purchaser. q. Such Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“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) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such Purchaser is not a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”). To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by such Purchaser and used to purchase its Purchased Shares and to acquire its Acquired Shares were legally derived. r. As of the date hereof, such Purchaser has available to it, and at the Closing such Purchaser will have, sufficient funds to enable it to pay the portion of the Purchase Price payable by such Purchaser in accordance with this Agreement. s. Such Purchaser understands that the foregoing representations and warranties shall be deemed material and to have been relied upon by the Company, Seller and FPAC.

Purchaser Representations and Warranties. Each The Purchaser solely as to itself, severally but not jointly, represents and warrants to the Company, Seller and FPAC other parties hereto that, as it itself: a. Such The Purchaser (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring its the Purchased Shares and its the Acquired Shares only for its own account and not for the account of others, or if such Purchaser is purchasing such Purchased Shares and such Acquired Shares as a fiduciary or agent for one or more investor accounts, such Purchaser has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring such the Purchased Shares and such the Acquired Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A). Such The Purchaser is not an entity formed for the specific purpose of acquiring such the Purchased Shares and such the Acquired Shares. b. Following completion of the transfer of ownership and title of the Purchased Shares from Seller to such Purchaser the Company pursuant to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties hereinwarranties, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares to the Company free and clear of all liens and encumbrances so that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under applicable securities Lawslaws. c. Such The Purchaser understands that such the Purchased Shares and such the Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that such the Purchased Shares and such the Acquired Shares have not been registered under the Securities Act. Such The Purchaser understands that such the Purchased Shares and such the Acquired Shares may not be resold, transferred, pledged or otherwise disposed of by such the Purchaser absent an effective registration statement under the Securities Act except (i) to the issuer of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities Laws laws of the states and other jurisdictions of the United States, and that such the Purchased Shares and such the Acquired Shares will be subject to a restrictive legend to such effect. Such effect The Purchaser acknowledges that such the Purchased Shares and such the Acquired Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Such The Purchaser understands and agrees that such the Purchased Shares and such the Acquired Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, such the Purchaser may not be able to readily resell such the Purchased Shares and such the Acquired Shares and may be required to bear the financial risk of an investment in such the Purchased Shares and such the Acquired Shares for an indefinite period of time. Such The Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of such the Purchased Shares and such the Acquired Shares. d. Such The Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to such the Purchaser, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement (and any other Transaction Documents or agreements executed and delivered in connection with the Transaction to which such the Purchaser is party, if any). e. Such The Purchaser’s acquisition and holding of such the Purchased Shares and such the Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Lawlaw. f. Such The Purchaser acknowledges and agrees that such the Purchaser has received such information as such the Purchaser deems necessary in order to make an investment decision with respect to such the Purchased Shares and such the Acquired Shares, including, with respect to the Company, the Transaction and the Target. Such The Purchaser represents and agrees that such the Purchaser and such the Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as such the Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Purchased Shares and the Acquired Shares. g. Such The Purchaser became aware of this offering of such the Purchased Shares and such the Shares solely by means of direct contact between such the Purchaser, Seller Globetrotter and the Company or their respective representatives, and such the Purchased Shares and such the Shares were offered to such the Purchaser solely by direct contact between such the Purchaser, Seller Globetrotter and the Company or their respective representatives. Such The Purchaser did not become aware of this offering of such the Purchased Shares and such the Shares, nor were such the Purchased Shares and such the Shares offered to such the Purchaser, by any other means. Such The Purchaser acknowledges that Seller Globetrotter and the Company each represents and warrants that such the Purchased Shares and such the Acquired Shares, as applicable, (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities Lawslaws. h. Such The Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such the Purchased Shares and such the Acquired Shares. Such The Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in such the Purchased Shares and such the Acquired Shares, and such the Purchaser has sought such accounting, legal and tax advice as such the Purchaser has considered necessary to make an informed investment decision. i. Alone, or together with any professional advisor(s), such the Purchaser has adequately analyzed and fully considered the risks of an investment in such the Purchased Shares and such the Acquired Shares and determined that such the Purchased Shares and such the Acquired Shares are a suitable investment for such the Purchaser and that such the Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total loss of such the Purchaser’s investment in the Company. Such The Purchaser acknowledges specifically that a possibility of total loss exists. j. In making its decision to purchase such the Purchased Shares and such the Acquired Shares, such the Purchaser has relied solely upon independent investigation made by such the Purchaser. k. Such The Purchaser understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of such the Shares or made any findings or determination as to the fairness of this investment. l. Such The Purchaser has been duly formed or incorporated and is validly existing in good standing under the Laws laws of its jurisdiction of incorporation or formation, with full power, authority and capacity to enter into, deliver and perform its obligations under this Agreement and has taken all actions required to enter into this Agreement and to complete the purchase of such the Purchased Shares and such the Acquired Shares contemplated hereunder. m. The execution and delivery of this Agreement by such the Purchaser and the compliance by such the Purchaser with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such the Purchaser; (ii) result in any violation of the provisions of the organizational documents of such the Purchaser; or (iii) provided that subject to the Required Approvals have been obtainedApprovals, result in any violation of any Law statute or Governmental Order applicable to such Purchaserany judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Purchaser or any of its properties, except (in the case of clauses (i) or (iii) above) as for such conflicts, breaches, violations, defaults, liens, charges or encumbrances which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such the Purchaser to enter into and into, perform its obligations under this Agreement and to consummate the transactions contemplated hereby. n. This Agreement has been duly authorized, executed and delivered by such the Purchaser and is enforceable against such the Purchaser in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. o. The Purchaser (1) is exempt from making or is not required to make (i) any filing of an outbound investment registration with the Ministry of Commerce of the People’s Republic of China (the “PRC”) and/or its competent provincial or local counterparts (“MOFCOM”) in respect of the transactions contemplated hereby or has unconditionally received an Enterprise Overseas Investment Certificate issued by MOFCOM reflecting such registration; or (ii) after completion (if applicable) of the procedures contemplated by subsection (i) above, the registration with a bank in the PRO approved by the State Administration of Foreign Exchange of the PRC in respect of the transactions contemplated hereby or has unconditionally received the Foreign Exchange Business Registration Certificate reflecting such registration; and (2) prior to Closing, any required filings of an outbound investment registration with the National Development and Reform Commission of the PRC and/or its competent provincial or local counterparts (the “NDRC”) in respect of the transactions contemplated hereby shall have been made and evidence of the receipt of submission of such filings shall be shown on the NDRC website (subsection (I) and (2), together, the “PRC Approvals”). p. Neither the due diligence investigation conducted by such the Purchaser in connection with making its decision to acquire such the Purchased Shares and such the Acquired Shares nor any representations and warranties made by such the Purchaser herein shall modify, amend or affect such the Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s and Seller’s respective representations and warranties contained herein. p. q. The Purchase Price payable by such Purchaser is not directly or indirectly derived, obtained, received, taken, acquired, or gained, and or does not stem, from any violation by such the Purchaser or any of its directors, officers, employees, affiliates or, to such the Purchaser’s knowledge, any of its agents or other persons authorized to act acting on behalf of such the Purchaser of any Laws laws or regulations concerning money laundering, corruption, or bribery of any jurisdiction, any rules and regulations thereunder, or any related or similar Lawslaws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority governmental agency or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); . and no action, suit, or proceeding with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to such the Purchaser’s knowledge, threatened by or before any Governmental Authority court or governmental agency, authority, or body, or any arbitrator involving such the Purchaser or its respective directors, officers, employees, agents, affiliates, or other persons authorized to act acting on behalf of such the Purchaser. q. Such r. The Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“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) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such None of the Purchaser’s directors, officers, agents, employees, or affiliates is currently subject to any sanctions adopted, administered or enforced by the United Nations, the United Kingdom, the European Union, Switzerland or the respective governmental institutions and agencies of any of the foregoing, or any other relevant sanctions authority. The Purchaser agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Purchaser is not permitted to do so under applicable law. If the Purchaser is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATR1OT Act”) the Purchaser maintains written policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act”). To the extent required by applicable lawrequired, such Purchaser it maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such the Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by such the Purchaser and used to purchase its the Purchased Shares and to acquire its the Acquired Shares were legally derived. r. As of the date hereof, such s. The Purchaser has available and will have sufficient unconditional funds (including with respect to it, and at the Closing such Purchaser will have, sufficient funds ?RC Approvals) to enable it to pay the portion of the Purchase Price payable by such Purchaser in accordance at the Closing and comply with its obligations under this Agreement. s. Such t. The Purchaser understands that the foregoing representations and warranties shall be deemed material and to have been relied upon by the Company, Seller and FPACother parties hereto.

Purchaser Representations and Warranties. Each Purchaser solely as to itselfof the Purchasers hereby severally, severally but not jointly, represents and warrants to the Company, Seller and FPAC that, as it itself: a. Such Purchaser (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring its Purchased Shares and its Acquired Shares only for its own account and not for the account of othersjointly with any other Purchaser, or if such Purchaser is purchasing such Purchased Shares represents, warrants, acknowledges and such Acquired Shares agrees as a fiduciary or agent for one or more investor accounts, such Purchaser has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring such Purchased Shares and such Acquired Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (date hereof and shall provide the requested information on Schedule A). Such Purchaser is not an entity formed for the specific purpose of acquiring such Purchased Shares and such Acquired Shares. b. Following completion as of the transfer of ownership and title of the Purchased Shares from Seller to such Purchaser pursuant to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares Closing Date to the Company free and clear of all liens and encumbrances so that as follows: (a) Neither the Company will have freeUnits, unencumbered and unrestricted ownership over themthe Shares, other than restrictions arising under applicable securities Laws. c. Such Purchaser understands that such Purchased Shares and such Acquired the Warrants or the Warrant Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that such Purchased Shares and such Acquired Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, except as set forth in Section 6A of this Agreement, the Company has no present or future obligation to register the Units, the Shares, the Warrants or the Warrant Shares under the Securities Act or any state securities laws. Such Purchaser understands that such Purchased the offering and sale of the Units, the Shares, the Warrants and the Warrant Shares and such Acquired Shares may not is intended to be resold, transferred, pledged or otherwise disposed of by such Purchaser absent an effective exempt from registration statement under the Securities Act except (i) to the issuer of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, by virtue of Section 4(2) thereof and in each the provisions of cases (i) and (iii) in accordance with any applicable securities Laws of the states and other jurisdictions of the United StatesRegulation D promulgated thereunder, and that such Purchased Shares and such Acquired Shares will be or not subject to a restrictive legend to such effect. Such Purchaser acknowledges that such Purchased Shares and such Acquired Shares will not be eligible for resale pursuant to Rule 144A requirement, by virtue of Regulation S promulgated under the Securities Act, based, in part, upon the representations, warranties and agreements of such Purchaser contained in this Agreement. (b) Such Purchaser has had access to all documents heretofore filed by the Company with the Commission (the “SEC Reports”) and has received all other documents requested by such Purchaser. Such Purchaser has carefully reviewed the SEC Reports and all such other documents and understands the information contained therein. (c) All documents, records and agrees that such Purchased Shares and such Acquired Shares will be subject books pertaining to transfer restrictions and, as a result of these transfer restrictions, such Purchaser may not be able to readily resell such Purchased Shares and such Acquired Shares and may be required to bear the financial risk of an investment in such Purchased the Units, the Shares, the Warrants and the Warrant Shares and such Acquired Shares for an indefinite period of time. Such Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of such Purchased Shares and such Acquired Shares. d. Such Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to such Purchaser, expressly or available for inspection by implication, other than those representations, warranties, covenants and agreements included in this Agreement (and any other Transaction Documents or agreements executed and delivered in connection with the Transaction to which such Purchaser is party, if any). e. Such Purchaser’s acquisition and holding of such Purchased Shares and such Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Law. f. Such Purchaser acknowledges and agrees that such Purchaser has received such information as such Purchaser deems necessary in order to make an investment decision with respect to such Purchased Shares and such Acquired Shares, including, with respect to the Company, the Transaction and the Target. Such Purchaser represents and agrees that such Purchaser and such Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as such Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Purchased Shares and the Acquired Shares. g. Such Purchaser became aware of this offering of such Purchased Shares and such Shares solely by means of direct contact between such Purchaser, Seller and the Company or their respective representatives, and such Purchased Shares and such Shares were offered to such Purchaser solely by direct contact between such Purchaser, Seller and the Company or their respective its representatives. Such Purchaser did not become aware of this offering of hereby acknowledges that all such Purchased Shares information is confidential and such Shares, nor were Purchaser shall not disclose any such Purchased Shares and such Shares offered confidential information to such Purchaser, any third party other than as may be required by any other means. Such Purchaser acknowledges that Seller and the Company each represents and warrants that such Purchased Shares and such Acquired Shares, as applicable, (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities Lawslaw. h. Such Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such Purchased Shares and such Acquired Shares. (d) Such Purchaser has such knowledge had a reasonable opportunity to ask questions of and experience in financial receive answers from a person or persons acting on behalf of the Company concerning the offering of the Units, the Shares, the Warrants and business matters as to be capable of evaluating the merits and risks of an investment in such Purchased Warrant Shares and such Acquired Sharesthe business, financial condition, results of operations and prospects of the Company, and all such Purchaser has sought such accounting, legal and tax advice as such Purchaser has considered necessary questions have been answered to make an informed investment decision. i. Alone, or together with any professional advisor(s), such Purchaser has adequately analyzed and fully considered the risks of an investment in such Purchased Shares and such Acquired Shares and determined that such Purchased Shares and such Acquired Shares are a suitable investment for such Purchaser and that such Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total loss full satisfaction of such Purchaser’s investment in the Company. Such Purchaser acknowledges specifically that a possibility of total loss exists. j. In making its decision to purchase Neither such Purchased Shares and such Acquired Shares, such Purchaser has relied solely upon independent inquiries nor any other investigation made conducted by such Purchaser. k. Such Purchaser understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of such Shares or made any findings or determination as to the fairness of this investment. l. Such Purchaser has been duly formed or incorporated and is validly existing in good standing under the Laws of its jurisdiction of incorporation or formation, with full power, authority and capacity to enter into, deliver and perform its obligations under this Agreement and has taken all actions required to enter into this Agreement and to complete the purchase of such Purchased Shares and such Acquired Shares contemplated hereunder. m. The execution and delivery of this Agreement by such Purchaser and the compliance by such Purchaser with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Purchaser; (ii) result in any violation of the provisions of the organizational documents of such Purchaser; or (iii) provided that the Required Approvals have been obtained, result in any violation of any Law or Governmental Order applicable to such Purchaser, except (in the case of clauses (i) or (iii) above) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability behalf of such Purchaser to enter into and perform or its obligations under this Agreement and to consummate the transactions contemplated hereby. n. This Agreement has been duly authorized, executed and delivered by such Purchaser and is enforceable against such Purchaser in accordance with its terms, except as may be limited representatives or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. o. Neither the due diligence investigation conducted by such Purchaser in connection with making its decision to acquire such Purchased Shares and such Acquired Shares nor any representations and warranties made by such Purchaser herein counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s and Seller’s respective representations and warranties contained hereinin this Agreement. p. The Purchase Price payable (e) In evaluating the suitability of an investment in the Company, such Purchaser has not relied upon any representation or other information (oral or written) other than as stated in this Agreement. (f) Such Purchaser is unaware of, is in no way relying on, and did not become aware of the Offering through or as a result of, any form of general solicitation or general advertising as those terms are used in Regulation D under the Securities Act, including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, in connection with the Offering and is not subscribing for Units and did not become aware of the Offering through or as a result of any seminar or meeting to which such Purchaser was invited by, or any solicitation of a subscription by, a person not previously known to such Purchaser. (g) Such Purchaser has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby. (h) Such Purchaser has such knowledge and experience in financial, tax, and business matters, and, in particular, investments in securities similar to the Units, the Shares, the Warrants and the Warrant Shares so as to enable such Purchaser to utilize the information made available to it in connection with the Offering to evaluate the merits and risks of an investment in the Units, the Shares, the Warrants and the Warrant Shares and the Company and to make an informed investment decision with respect thereto. (i) Such Purchaser is not directly or indirectly derived, obtained, received, taken, acquired, or gained, and does not stem, from any violation by such Purchaser relying on the Company or any of its directors, officers, employees, affiliates orofficers or agents with respect to the legal, tax, economic and related considerations as to an investment in the Units, the Shares, the Warrants and the Warrant Shares and such Purchaser has relied on the advice of, or has consulted with, only his own advisors. (j) Such Purchaser is acquiring the Units, the Shares, the Warrants and the Warrant Shares solely for such Purchaser's own account for investment and not with a view to resale, assignment or distribution thereof, in whole or in part in violation of the Securities Act or any applicable state securities laws. Such Purchaser has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Units, the Shares, the Warrants or the Warrant Shares in violation of the Securities Act or any state securities laws and such Purchaser has no plans to enter into any such agreement or arrangement. Such Purchaser will not engage in hedging transactions with respect to the Units, the Shares, the Warrants or the Warrant Shares unless in compliance with the registration requirements of the Securities Act. (k) Such Purchaser must bear the substantial economic risks of the investment in the Units, the Shares, the Warrants and the Warrant Shares indefinitely because none of the Units, the Shares, the Warrants and the Warrant Shares may be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. Subject to the terms hereunder, legends shall be placed on the Units, the Shares, the Warrants and the Warrant Shares to the effect that they have not been registered under the Securities Act or applicable state securities laws and appropriate notations thereof will be made in the Company’s knowledgestock books. (l) Such Purchaser has adequate means of providing for its current financial needs and foreseeable contingencies and has no need for liquidity of the investment in the Units, the Shares, the Warrants and the Warrant Shares for an indefinite period of time. (m) Such Purchaser (i) meets the requirements of the suitability standards for an “accredited investor” because such Purchaser is a corporation, partnership, limited liability company, limited liability partnership, other entity or similar business trust, not formed for the specific purpose of acquiring the Units, with total assets excess of $5,000,000 or (ii) is a “non-US Person” that is a “qualified investor” as defined in the European Union Prospective Directive. Such Purchaser further represents and warrants that it will notify and supply corrective information to the Company immediately upon the occurrence of any change occurring prior to the Company's issuance of the Units, the Shares, the Warrants and the Warrant Shares that renders the representation made in the immediately preceding sentence. Such Purchaser represents to the Company that any information which the undersigned has heretofore furnished under this Section 4(m) or furnishes to the Company pursuant to this Section 4(m) is complete and accurate and may be relied upon by the Company in determining the availability of an exemption from registration under Federal and state securities laws in connection with the Offering. (n) Such Purchaser represents that it is a corporation, partnership, limited liability company or partnership, association, joint stock company, trust, unincorporated organization or other entity, and that (A) such Purchaser was not formed for the specific purpose of acquiring the Units, (B) such Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its agents organization, (C) the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of law or the charter or other persons organizational documents of such Purchaser, (D) such Purchaser has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Units, the Shares, the Warrants and the Warrant Shares, (E) the execution and delivery of this Agreement has been duly authorized to act by all necessary action of such Purchaser, (F) this Agreement has been duly executed and delivered on behalf of such Purchaser of any Laws or regulations concerning money launderingand constitutes a legal, corruption, or bribery of any jurisdiction, any rules valid and regulations thereunder, or any related or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, or proceeding with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to such Purchaser’s knowledge, threatened by or before any Governmental Authority involving such Purchaser or its directors, officers, employees, agents, affiliates, or other persons authorized to act on behalf binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and general principles of equity and (G) the execution and delivery of this Agreement by such Purchaser will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which such Purchaser is a party or by which such Purchaser is bound. q. (o) Such Purchaser is able to bear the economic risk of an investment in the Units, the Shares, the Warrants and the Warrant Shares and, at the present time, has a sufficient net worth to sustain a complete loss of such investment in the Company in the event such a loss should occur. Such Purchaser’s overall commitment to investments which are not readily marketable is not excessive in view of its net worth and financial circumstances and the purchase of the Units will not cause such commitment to become excessive. (ip) a person or entity named on THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM, OR IN TRANSACTIONS NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES OFFERED HEREBY MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AS AMENDED AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. (q) Such Purchaser should check the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) website at <xxxx://xxx.xxxxx.xxx/ofac> before making the following representations. Such Purchaser represents that the amounts invested by it in the Company in the Offering were not and are not directly or indirectly derived from activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by OFAC prohibit, among other things, the engagement in any Executive Order issued by transactions with, and the President provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the United States and OFAC website at <xxxx://xxx.xxxxx.xxx/ofac>. In addition, the programs administered by OFAC (the “OFAC ListPrograms”)) prohibit dealing with individuals1 or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists. (r) To such Purchaser’s knowledge, none of: (1) such Purchaser, (2) any person controlling or controlled by such Purchaser, (3) if such Purchaser is a privately-held entity, any person having a beneficial interest in such Purchaser, or (4) any person for whom such Purchaser is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs. Please be advised that the Company may not accept any amounts from a prospective investor if such prospective investor cannot make the representation set forth in the preceding paragraph. Such Purchaser agrees to promptly notify the Company should such Purchaser become aware of any change in the information set forth in Sections 4(r) - (t) these representations. Such Purchaser understands and acknowledges that, by law, the Company may be obligated to “freeze the account” of such Purchaser, either by prohibiting additional subscriptions from such Purchaser, declining any redemption requests and/or segregating the assets in the account in compliance with governmental regulations. Such Purchaser further acknowledges that the Company may, by written notice to such Purchaser, suspend the redemption rights, if any, of such Purchaser if the Company reasonably deems it necessary to do so to comply with anti-money laundering regulations applicable to the Company or any of the Company’s other service providers. These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions programand embargo programs. (s) To such Purchaser’s knowledge, none of: (1) such Purchaser, (ii2) any person controlling or controlled by such Purchaser, (3) if such Purchaser is a Designated National privately-held entity, any person having a beneficial interest in such Purchaser, or (4) any person for whom such Purchaser is acting as agent or nominee in connection with this investment is a senior foreign political figure2 , or any immediate family3 member or close associate4 of a senior foreign political figure, as such terms are defined in the Cuban Assets Control Regulationsfootnotes below. 1 These individuals include specially designated nationals, 31 C.F.R. Part 515specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. 2 A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. 3 “Immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and in-laws. (iiit) If such Purchaser is affiliated with a non-U.S. shell bank banking institution (a “Foreign Bank”), or providing if such Purchaser receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, such Purchaser represents and warrants to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities, (2) the Foreign Bank maintains operating records related to its banking activities, (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities, and (4) the Foreign Bank does not provide banking services indirectly to any other Foreign Bank that does not have a non-U.S. shell bank. Such Purchaser physical presence in any country and that is not a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seqregulated affiliate.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”). To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by such Purchaser and used to purchase its Purchased Shares and to acquire its Acquired Shares were legally derived. r. As of the date hereof, such Purchaser has available to it, and at the Closing such Purchaser will have, sufficient funds to enable it to pay the portion of the Purchase Price payable by such Purchaser in accordance with this Agreement. s. Such Purchaser understands that the foregoing representations and warranties shall be deemed material and to have been relied upon by the Company, Seller and FPAC.

Purchaser Representations and Warranties. Each Purchaser solely as to itselfPurchaser, severally but and not jointly, represents and warrants to the Company, Seller and FPAC that, as it itself: a. Such Purchaser (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring its Purchased Shares and its Acquired Shares only for its own account and not for the account of others, or if such Purchaser is purchasing such Purchased Shares and such Acquired Shares as a fiduciary or agent for one or more investor accounts, such Purchaser has full investment discretion with respect to each such account, and itself to the Company as follows: (a) Such Purchaser has the full power and authority to make the acknowledgements, representations execute and agreements herein on behalf deliver this Agreement and to perform all of each owner of each such accountits obligations hereunder and thereunder, and to purchase, acquire and accept delivery of the Purchased Securities. (iiib) is The Purchased Securities are being acquired for such Purchaser’s own account and not acquiring such Purchased Shares and such Acquired Shares with a view to, or for offer or sale in connection withintention of, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A). Such Purchaser is not an entity formed for the specific purpose of acquiring such Purchased Shares and such Acquired Shares. b. Following completion of the transfer of ownership and title of the Purchased Shares from Seller to such Purchaser pursuant to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein1933 Act, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares to the Company free and clear of all liens and encumbrances so that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under or any applicable state securities Laws. c. (c) Such Purchaser is knowledgeable in financial matters and is able to evaluate the risks and benefits of an investment in the Purchased Securities. Such Purchaser understands and acknowledges that such investment is a speculative venture, involves a high degree of risk and is subject to complete risk of loss. Such Purchaser has carefully considered and has, to the extent such Purchaser deems necessary, discussed with such Purchaser’s professional legal, tax, accounting and financial advisers the suitability of its investment in the Purchased Shares and such Acquired Shares are being offered Securities. (d) Such Purchaser is able to bear the economic risk of its investment in a transaction not involving any public offering within the meaning Purchased Securities for an indefinite period of time because the Purchased Securities Act and that such Purchased Shares and such Acquired Shares have not been registered under the Securities Act1933 Act and, therefore, cannot be sold unless subsequently registered under the 1933 Act or an exemption from such registration is available. Such Purchaser understands that such Purchased Shares and such Acquired Shares may not be resold, transferred, pledged or otherwise disposed of by such Purchaser absent an effective registration statement under the Securities Act except Purchaser: (i) understands and acknowledges that the Purchased Securities being issued to the issuer of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S Purchaser have not been registered under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities 1933 Act, and in each of cases (i) and (iii) in accordance with any applicable nor under the securities Laws of the states and other jurisdictions of the United Statesany state, and that such Purchased Shares and such Acquired Shares will be subject to a restrictive legend to such effect. Such Purchaser acknowledges that such Purchased Shares and such Acquired Shares will not be eligible for resale pursuant to Rule 144A promulgated nor under the Securities Act. Such Purchaser understands and agrees that such Purchased Shares and such Acquired Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, such Purchaser may not be able to readily resell such Purchased Shares and such Acquired Shares and may be required to bear the financial risk of an investment in such Purchased Shares and such Acquired Shares for an indefinite period of time. Such Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer Laws of any of such Purchased Shares and such Acquired Shares. d. Such Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to such Purchaser, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement (and any other Transaction Documents or agreements executed and delivered in connection with the Transaction to which such Purchaser is party, if any). e. Such Purchaser’s acquisition and holding of such Purchased Shares and such Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Law. f. Such Purchaser acknowledges and agrees that such Purchaser has received such information as such Purchaser deems necessary in order to make an investment decision with respect to such Purchased Shares and such Acquired Shares, including, with respect to the Company, the Transaction and the Target. Such Purchaser represents and agrees that such Purchaser and such Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as such Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Purchased Shares and the Acquired Shares. g. Such Purchaser became aware of this offering of such Purchased Shares and such Shares solely by means of direct contact between such Purchaser, Seller and the Company or their respective representatives, and such Purchased Shares and such Shares were offered to such Purchaser solely by direct contact between such Purchaser, Seller and the Company or their respective representatives. Such Purchaser did not become aware of this offering of such Purchased Shares and such Shares, nor were such Purchased Shares and such Shares offered to such Purchaser, by any other means. Such Purchaser acknowledges that Seller and the Company each represents and warrants that such Purchased Shares and such Acquired Shares, as applicable, (i) were not offered by any form of general solicitation or general advertising country and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities Laws. h. Such Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such Purchased Shares and such Acquired Shares. Such Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in such Purchased Shares and such Acquired Shares, and such Purchaser has sought such accounting, legal and tax advice as such Purchaser has considered necessary to make an informed investment decision. i. Alone, or together with any professional advisor(s), such Purchaser has adequately analyzed and fully considered the risks of an investment in such Purchased Shares and such Acquired Shares and determined that such Purchased Shares and such Acquired Shares are a suitable investment for such Purchaser and that such Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total loss of such Purchaser’s investment in the Company. Such Purchaser acknowledges specifically that a possibility of total loss exists. j. In making its decision to purchase such Purchased Shares and such Acquired Shares, such Purchaser has relied solely upon independent investigation made by such Purchaser. k. Such Purchaser understands and agrees recognizes that no federal or state public agency has passed upon the accuracy or endorsed adequacy of any information provided to such Purchaser or the merits fairness of the terms of its investment in the Purchased Securities. (e) Such Purchaser has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Purchased Securities and has had full access to such Shares or made any findings or determination other information concerning the Company as to the fairness of this investmenthas been requested. l. Such Purchaser has been duly formed or incorporated (f) This Agreement constitutes the legal, valid and is validly existing in good standing under the Laws of its jurisdiction of incorporation or formation, with full power, authority and capacity to enter into, deliver and perform its obligations under this Agreement and has taken all actions required to enter into this Agreement and to complete the purchase of such Purchased Shares and such Acquired Shares contemplated hereunder. m. The execution and delivery of this Agreement by such Purchaser and the compliance by such Purchaser with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets binding obligation of such Purchaser; (ii) result in any violation of the provisions of the organizational documents of such Purchaser; or (iii) provided that the Required Approvals have been obtained, result in any violation of any Law or Governmental Order applicable to such Purchaser, except (in the case of clauses (i) or (iii) above) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. n. This Agreement has been duly authorized, executed and delivered by such Purchaser and is enforceable against such Purchaser in accordance with its terms, except and the execution, delivery and performance of this Agreement by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, Contract or instrument to which such Purchaser is a party or any judgment, Order or decree to which such Purchaser is subject. (g) Such Purchaser became aware of the offering of the Purchased Securities other than by means of general advertising or general solicitation. (h) Such Purchaser is an “accredited investor” as that term is defined under the 1933 Act and Regulation D promulgated thereunder, as amended by Section 413 of the Private Fund Investment Advisers Registration Act of 2010 and any applicable rules or regulations or interpretations thereof promulgated by the SEC or its staff. (i) Such Purchaser acknowledges that the certificates for the Purchased Shares will contain a legend substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.” Subject to any lock-up or other similar agreement that may apply to the Purchased Shares as may be limited or otherwise affected by specifically agreed to with an applicable Purchaser, the requirement that the Purchased Shares contain the legend set forth in clause (i) bankruptcyabove shall cease and terminate when such shares are transferred pursuant to Rule 144 promulgated under the 1933 Act. Upon the consummation of an event described in the immediately preceding sentence, insolvencythe Company, fraudulent conveyanceupon surrender of certificates containing such legend, reorganizationshall, moratorium at its own expense (without the need for any opinion of counsel for a Purchaser), deliver to the holder of any such securities as to which the requirement for such legend shall have terminated, one or other Laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equitymore new certificates evidencing such securities not bearing such legend. o. Neither the due diligence investigation conducted by such (j) Each Purchaser in connection with making its decision to acquire such Purchased Shares and such Acquired Shares nor any representations and warranties made by such Purchaser herein shall modify, amend holding 20% or affect such Purchaser’s right to rely on the truth, accuracy and completeness more of the Company’s and Seller’s respective representations and warranties contained herein. p. The Purchase Price payable by voting equity securities (as used in Rule 506(d)(1) of the 0000 Xxx) represents that neither (i) such Purchaser is not directly or indirectly derivedPurchaser, obtained, received, taken, acquired, or gained, and does not stem, from any violation by such Purchaser or (ii) any of its directors, executive officers, employees, affiliates or, to such Purchaser’s knowledge, any of its agents other officers that may serve as a director or other persons authorized to act on behalf of such Purchaser officer of any Laws company in which it invests, general partners or regulations concerning money launderingmanaging members, corruption, or bribery of any jurisdiction, any rules and regulations thereunder, or any related or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, or proceeding with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to such Purchaser’s knowledge, threatened by or before any Governmental Authority involving such Purchaser or its directors, officers, employees, agents, affiliates, or other persons authorized to act on behalf of such Purchaser. q. Such Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“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) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or nor (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such Purchaser is not a financial institution subject to any beneficial owner of the Bank Secrecy Act Company’s voting equity securities (31 U.S.C. Section 5311 et seq.in accordance with Rule 506(d) (of the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”). To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed to ensure that the funds 0000 Xxx) held by such Purchaser is subject to any Disqualification Event, except for Disqualification Events covered by Rule 506(d)(2) or (d)(3) under the 1933 Act and used to purchase its Purchased Shares and to acquire its Acquired Shares were legally derived. r. As disclosed reasonably in advance of the date hereof, such Purchaser has available Closing in writing in reasonable detail to it, and at the Closing such Purchaser will have, sufficient funds to enable it to pay the portion of the Purchase Price payable by such Purchaser in accordance with this Agreement. s. Such Purchaser understands that the foregoing representations and warranties shall be deemed material and to have been relied upon by the Company, Seller and FPAC.

Purchaser Representations and Warranties. Each The Purchaser solely as to itself, severally but not jointlyhereby ---------------------------------------- acknowledges, represents and warrants to to, and agrees with, the Company, Seller Company and FPAC that, its affiliates as it itselffollows: a. Such Purchaser (ia) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring its Purchased Shares and its Acquired Shares only for its own account and not for the account of others, or if such Purchaser is purchasing such Purchased Shares and such Acquired Shares as a fiduciary or agent for one or more investor accounts, such The Purchaser has full received, read carefully and understands the Documents and has had an adequate opportunity to consult his own attorney, accountant or investment discretion advisor (his "Advisors") with respect to each the suitability of the investment contemplated hereby for the Purchaser. The Purchaser further acknowledges that the Purchaser and his Advisors have also made such accountother investigation, review, examination and inquiry concerning the Company and its business and affairs as they have deemed appropriate so as to understand the nature of the investment in the Securities, the Warrant Shares and the Dilution Shares (collectively, the "Aggregate Securities"), including without limitation, the merits and risks thereof. (b) The Purchaser is acquiring the Aggregate Securities for the Purchaser's own account as principal, not as a nominee or agent, for investment purposes only, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring such Purchased Shares and such Acquired Shares with a view to, or for offer for, resale, distribution or sale fractionalization thereof in connection with, any distribution thereof whole or in part in violation of the Securities Act (and shall provide Act. Further, the requested information on Schedule A). Such Purchaser is does not an entity formed for the specific purpose of acquiring such Purchased Shares and such Acquired Shares. b. Following completion of the have any contract, undertaking, agreement or arrangement with any person to sell, transfer of ownership and title of the Purchased Shares from Seller or grant participations to such Purchaser pursuant person or to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares to the Company free and clear of all liens and encumbrances so that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under applicable securities Laws. c. Such Purchaser understands that such Purchased Shares and such Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that such Purchased Shares and such Acquired Shares have not been registered under the Securities Act. Such Purchaser understands that such Purchased Shares and such Acquired Shares may not be resold, transferred, pledged or otherwise disposed of by such Purchaser absent an effective registration statement under the Securities Act except (i) to the issuer of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities Laws of the states and other jurisdictions of the United States, and that such Purchased Shares and such Acquired Shares will be subject to a restrictive legend to such effect. Such Purchaser acknowledges that such Purchased Shares and such Acquired Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Such Purchaser understands and agrees that such Purchased Shares and such Acquired Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, such Purchaser may not be able to readily resell such Purchased Shares and such Acquired Shares and may be required to bear the financial risk of an investment in such Purchased Shares and such Acquired Shares for an indefinite period of time. Such Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of such Purchased Shares and such Acquired Shares. d. Such Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to such Purchaser, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement (and any other Transaction Documents or agreements executed and delivered in connection with the Transaction to which such Purchaser is party, if any). e. Such Purchaser’s acquisition and holding of such Purchased Shares and such Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Law. f. Such Purchaser acknowledges and agrees that such Purchaser has received such information as such Purchaser deems necessary in order to make an investment decision with respect to such Purchased Shares and such Acquired Shares, includingthird person, with respect to the CompanyAggregate Securities, for which the Purchaser is subscribing. (c) The Purchaser has full power and authority to enter into this Subscription Agreement and the Registration Rights Agreement. The execution and delivery of this Subscription Agreement and the Registration Rights Agreement has been duly authorized by the Purchaser, and this Subscription Agreement constitutes a valid and legally binding obligation of the Purchaser. (d) The Purchaser acknowledges the Purchaser's understanding that the offering and sale of the Aggregate Securities is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) thereof and the provisions of Regulation D promulgated thereunder ("Regulation D"). In furtherance thereof, the Transaction and the Target. Such Purchaser represents and warrants to and agrees with the Company and its affiliates as follows: (i) The Purchaser understands that the basis for the exemption from registration may not be present if, notwithstanding such representations, the Purchaser's intention is merely to acquire the Aggregate Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. Accordingly, the Purchaser does not have any such intention; (ii) The Purchaser has the financial ability to bear the economic risk of the Purchaser's investment, which is speculative in nature, has adequate means for providing for the Purchaser's current needs and such Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers personal contingencies and obtain such information as such Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision has no need for liquidity with respect to the Purchased Shares and Purchaser's investment in the Acquired Shares.Company; and g. Such Purchaser became aware of this offering of such Purchased Shares and such Shares solely by means of direct contact between such Purchaser, Seller and the Company or their respective representatives, and such Purchased Shares and such Shares were offered to such Purchaser solely by direct contact between such Purchaser, Seller and the Company or their respective representatives. Such Purchaser did not become aware of this offering of such Purchased Shares and such Shares, nor were such Purchased Shares and such Shares offered to such Purchaser, by any other means. Such Purchaser acknowledges that Seller and the Company each represents and warrants that such Purchased Shares and such Acquired Shares, as applicable, (iiii) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities Laws. h. Such Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such Purchased Shares and such Acquired Shares. Such The Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in such Purchased Shares and such Acquired Shares, and such Purchaser has sought such accounting, legal and tax advice as such Purchaser has considered necessary to make an informed investment decision. i. Alone, or together with any professional advisor(s), such Purchaser has adequately analyzed and fully considered the risks of an investment in such Purchased Shares and such Acquired Shares and determined that such Purchased Shares and such Acquired Shares are a suitable investment for such Purchaser and that such Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total loss of such Purchaser’s prospective investment in the CompanyAggregate Securities. Such If other than an individual, the Purchaser acknowledges specifically that a possibility also represents it has not been organized for the purpose of total loss existsacquiring the Aggregate Securities. j. In making its decision to purchase such Purchased Shares and such Acquired Shares, such (e) The Purchaser has relied solely upon independent investigation made by such Purchaser.is an "accredited investor," as that term is defined in Rule 501 of Regulation D (as described in Appendix I hereto). ---------- k. Such Purchaser understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of such Shares or made any findings or determination as to the fairness of this investment. l. Such (f) The Purchaser has been duly formed or incorporated and advised by the Company that the Confidential Private Placement Memorandum dated April 7, 2000 is validly existing in good standing under the Laws of its jurisdiction of incorporation or formation, with full power, authority and capacity to enter into, deliver and perform its obligations under this Agreement outdated and has taken all actions required to enter into this Agreement and to complete the purchase of such Purchased Shares and such Acquired Shares contemplated hereunder. m. The execution and delivery of this Agreement by such Purchaser and the compliance by such Purchaser with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Purchaser; (ii) result in any violation of the provisions of the organizational documents of such Purchaser; or (iii) provided that the Required Approvals have been obtained, result in any violation of any Law or Governmental Order applicable to such Purchaser, except (in the case of clauses (i) or (iii) above) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. n. This Agreement has been duly authorized, executed and delivered by such Purchaser and is enforceable against such Purchaser in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. o. Neither the due diligence investigation conducted by such Purchaser in connection with making its decision to acquire such Purchased Shares and such Acquired Shares nor any representations and warranties made by such Purchaser herein shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s and Seller’s respective representations and warranties contained herein. p. The Purchase Price payable by such Purchaser is not directly or indirectly derived, obtained, received, taken, acquired, or gained, and does not stem, from any violation by such Purchaser or any of its directors, officers, employees, affiliates or, to such Purchaser’s knowledge, any of its agents or other persons authorized to act on behalf of such Purchaser of any Laws or regulations concerning money laundering, corruption, or bribery of any jurisdiction, any rules and regulations thereunder, or any related or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, or proceeding with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to such Purchaser’s knowledge, threatened by or before any Governmental Authority involving such Purchaser or its directors, officers, employees, agents, affiliates, or other persons authorized to act on behalf of such Purchaser. q. Such Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“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) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such Purchaser is not a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”). To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by such Purchaser and used to purchase its Purchased Shares and to acquire its Acquired Shares were legally derived. r. As of the date hereof, such Purchaser has available to it, and at the Closing such Purchaser will have, sufficient funds to enable it to pay the portion of the Purchase Price payable by such Purchaser in accordance with this Agreement. s. Such Purchaser understands that the foregoing representations and warranties shall be deemed material and to have been relied upon updated by the Company, Seller and FPACthe Purchaser has not relied on such Memorandum in any way and to any extent whatsoever in its efforts to understand the nature of the investment in the Aggregate Securities, including, without limitation, the merits and risks thereof.

Purchaser Representations and Warranties. Each Purchaser solely as to itself, severally but not jointly, represents and warrants to to, and covenants and agrees with, the Company, Seller and FPAC that, Company as it itselffollows: a. Such The Purchaser is purchasing the Notes and Warrants and will be acquiring the Ordinary Shares issuable upon conversion of the Notes and exercise of the Warrants for its own account, for investment purposes only and not with a view towards the public sale or distribution thereof and not with a view to or for sale in connection with any distribution thereof; b. The Purchaser is (i) an “accredited investor,” as that term is a “qualified institutional buyer” (as defined in Rule 144A 501 of the General Rules and Regulations under the Securities Act) and an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring experienced in making investments of the kind described in this Agreement and the related documents, (iii) able, by reason of the business and financial experience of its Purchased Shares officers (if an entity) and its Acquired Shares only for professional advisors, to protect its own account and not for interests in connection with the account of others, or if such Purchaser is purchasing such Purchased Shares and such Acquired Shares as a fiduciary or agent for one or more investor accounts, such Purchaser has full investment discretion with respect to each such account, transactions described in this Agreement and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such accountrelated documents, and (iiiiv) is not acquiring such Purchased able to afford the entire loss of its investment in the Notes and Warrants; c. All subsequent offers and sales of the Ordinary Shares, the Notes or the Warrants and the Ordinary Shares and such Acquired Shares with a view toissuable upon conversion or exercise of, the Ordinary Shares, or for offer or sale in connection with, any distribution thereof in violation upon exercise of the Securities Act (and Warrants shall provide the requested information on Schedule A). Such Purchaser is not an entity formed for the specific purpose of acquiring such Purchased Shares and such Acquired Shares. b. Following completion of the transfer of ownership and title of the Purchased Shares from Seller to such Purchaser be made pursuant to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares to the Company free and clear of all liens and encumbrances so that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under applicable securities Laws. c. Such Purchaser understands that such Purchased Shares and such Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that such Purchased Shares and such Acquired Shares have not been registered under the Securities Act. Such Purchaser understands that such Purchased Shares and such Acquired Shares may not be resold, transferred, pledged or otherwise disposed of by such Purchaser absent an effective registration statement under the Securities Act except (i) to the issuer of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another an applicable exemption from registration; d. The Purchaser understands that the Notes and warrants are being offered and sold to it in reliance upon exemptions from the registration requirements of the Securities Act, United States federal and in each of cases (i) and (iii) in accordance with any applicable state securities Laws of the states and other jurisdictions of the United Stateslaws, and that such Purchased Shares the Company is relying upon the truth and such Acquired Shares will be subject to a restrictive legend to such effect. Such Purchaser acknowledges that such Purchased Shares accuracy of the Purchaser’s representations and such Acquired Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Such Purchaser understands and agrees that such Purchased Shares and such Acquired Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, such Purchaser may not be able to readily resell such Purchased Shares and such Acquired Shares and may be required to bear the financial risk of an investment in such Purchased Shares and such Acquired Shares for an indefinite period of time. Such Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of such Purchased Shares and such Acquired Shares. d. Such Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to such Purchaser, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement (and any other Transaction Documents or agreements executed and delivered in connection with the Transaction to which such Purchaser is party, if any). e. Such Purchaser’s acquisition and holding of such Purchased Shares and such Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974compliance with its agreements, each as amendedset forth herein, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Law. f. Such Purchaser acknowledges and agrees that such Purchaser has received such information as such Purchaser deems necessary in order to make an investment decision with respect to determine the availability of such Purchased Shares and such Acquired Shares, including, with respect to the Company, the Transaction exemptions and the Target. Such eligibility of the Purchaser represents to acquire the Notes and agrees that such Warrants; e. The Purchaser and such Purchaser’s professional advisor(s)its advisors, if any, have had been furnished with all materials relating to the full opportunity business, finances and operations of the Company and materials relating to ask the offer and sale of the Notes and Warrants which have been requested by such questions, receive such answers and obtain such information as such Purchaser. The Purchaser and such Purchaser’s professional advisor(s)its advisors, if any, have deemed necessary been afforded the opportunity to make an investment decision with respect ask questions of the Company, and have received answers to the Purchased Shares and the Acquired Sharesany such inquiries to their satisfaction. g. Such Purchaser became aware of this offering of such Purchased Shares and such Shares solely by means of direct contact between such Purchaser, Seller and the Company or their respective representatives, and such Purchased Shares and such Shares were offered to such Purchaser solely by direct contact between such Purchaser, Seller and the Company or their respective representatives. Such Purchaser did not become aware of this offering of such Purchased Shares and such Shares, nor were such Purchased Shares and such Shares offered to such Purchaser, by any other means. Such Purchaser acknowledges that Seller and the Company each represents and warrants that such Purchased Shares and such Acquired Shares, as applicable, (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities Laws. h. Such f. The Purchaser acknowledges that it is aware that there are substantial risks incident to has been furnished with or has acquired copies of the purchase and ownership of such Purchased Shares and such Acquired Shares. Such Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating Company’s Annual Report on Form 20-F (the merits and risks of an investment in such Purchased Shares and such Acquired Shares“2006 Annual Report”) filed with the Commission for year ended December 31, 2006, and such each Form 6-K filed thereafter (the “Offering Materials”). The Purchaser has sought such accountingis not relying upon any representations or other information (whether oral or written) other than as set forth in this Agreement, legal and tax advice as such Purchaser has considered necessary to make an informed investment decisionthe Offering Materials. i. Alone, or together with any professional advisor(s), such Purchaser has adequately analyzed and fully considered the risks of an investment in such Purchased Shares and such Acquired Shares and determined that such Purchased Shares and such Acquired Shares are a suitable investment for such Purchaser and that such Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total loss of such Purchaser’s investment in the Company. Such Purchaser acknowledges specifically that a possibility of total loss exists. j. In making its decision to purchase such Purchased Shares and such Acquired Shares, such Purchaser has relied solely upon independent investigation made by such Purchaser. k. Such g. The Purchaser understands and agrees that no Israeli or United States federal or state agency has passed upon or endorsed the merits of the offering of such Shares on or made any findings recommendation or determination endorsement of the Notes and Warrants. h. Among the risks associated with an investment by the Purchaser in the Notes and Warrants are: (1) the Company’s limited access to additional capital, (2) risks associated with technology-based companies generally, including the risks of technological change and new products, and (3) the limited trading market of the Ordinary Shares, and the consequent lack of liquidity of an investment in the Ordinary Shares and the Warrants. The Purchasers acknowledge that the Company has not made any representations to the Purchasers as to the fairness prospects of this investmentsuccess of Witech and that no assurance can be given that the Exchange Agreement will be consummated. l. Such Purchaser has been duly formed or incorporated and is validly existing in good standing under the Laws of its jurisdiction of incorporation or formation, with full power, authority and capacity to enter into, deliver and perform its obligations under this Agreement and has taken all actions required to enter into this Agreement and to complete the purchase of such Purchased Shares and such Acquired Shares contemplated hereunder. m. The execution and delivery of this Agreement by such Purchaser and the compliance by such Purchaser with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Purchaser; (ii) result in any violation of the provisions of the organizational documents of such Purchaser; or (iii) provided that the Required Approvals have been obtained, result in any violation of any Law or Governmental Order applicable to such Purchaser, except (in the case of clauses (i) or (iii) above) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. n. i. This Agreement has been duly and validly authorized, executed and delivered by such on behalf of the Purchaser and is a valid and binding agreement of the Purchaser, enforceable against such Purchaser in accordance with its terms, except as to the extent that enforcement of this Agreement may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, fraudulent conveyance or other Laws similar laws now or hereafter in effect relating to or affecting the creditors’ rights of creditors generally, generally and (ii) to general principles of equity, whether considered at law or equity. o. Neither the due diligence investigation conducted by such Purchaser in connection with making its decision to acquire such Purchased Shares and such Acquired Shares nor any representations and warranties made by such Purchaser herein shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s and Seller’s respective representations and warranties contained herein. p. The Purchase Price payable by such Purchaser is not directly or indirectly derived, obtained, received, taken, acquired, or gained, and does not stem, from any violation by such Purchaser or any of its directors, officers, employees, affiliates or, to such Purchaser’s knowledge, any of its agents or other persons authorized to act on behalf of such Purchaser of any Laws or regulations concerning money laundering, corruption, or bribery of any jurisdiction, any rules and regulations thereunder, or any related or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, or proceeding with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to such Purchaser’s knowledge, threatened by or before any Governmental Authority involving such Purchaser or its directors, officers, employees, agents, affiliates, or other persons authorized to act on behalf of such Purchaser. q. Such Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“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) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such Purchaser is not a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”). To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by such Purchaser and used to purchase its Purchased Shares and to acquire its Acquired Shares were legally derived. r. As of the date hereof, such Purchaser has available to it, and at the Closing such Purchaser will have, sufficient funds to enable it to pay the portion of the Purchase Price payable by such Purchaser in accordance with this Agreement. s. Such Purchaser understands that the foregoing representations and warranties shall be deemed material and to have been relied upon by the Company, Seller and FPAC.

Purchaser Representations and Warranties. Each Purchaser solely as to itself, severally but not jointly, represents and warrants to Seller as of the Company, Seller Effective Date and FPAC that, as it itselfof the Closing: a. Such Purchaser (i) (A) Purchaser is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule Acorporation, (ii) is acquiring its Purchased Shares and its Acquired Shares only for its own account and not for the account of othersduly organized, or if such Purchaser is purchasing such Purchased Shares and such Acquired Shares as a fiduciary or agent for one or more investor accounts, such Purchaser has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring such Purchased Shares and such Acquired Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A). Such Purchaser is not an entity formed for the specific purpose of acquiring such Purchased Shares and such Acquired Shares. b. Following completion of the transfer of ownership and title of the Purchased Shares from Seller to such Purchaser pursuant to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares to the Company free and clear of all liens and encumbrances so that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under applicable securities Laws. c. Such Purchaser understands that such Purchased Shares and such Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that such Purchased Shares and such Acquired Shares have not been registered under the Securities Act. Such Purchaser understands that such Purchased Shares and such Acquired Shares may not be resold, transferred, pledged or otherwise disposed of by such Purchaser absent an effective registration statement under the Securities Act except (i) to the issuer of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities Laws of the states and other jurisdictions of the United States, and that such Purchased Shares and such Acquired Shares will be subject to a restrictive legend to such effect. Such Purchaser acknowledges that such Purchased Shares and such Acquired Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Such Purchaser understands and agrees that such Purchased Shares and such Acquired Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, such Purchaser may not be able to readily resell such Purchased Shares and such Acquired Shares and may be required to bear the financial risk of an investment in such Purchased Shares and such Acquired Shares for an indefinite period of time. Such Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of such Purchased Shares and such Acquired Shares. d. Such Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to such Purchaser, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement (and any other Transaction Documents or agreements executed and delivered in connection with the Transaction to which such Purchaser is party, if any). e. Such Purchaser’s acquisition and holding of such Purchased Shares and such Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Law. f. Such Purchaser acknowledges and agrees that such Purchaser has received such information as such Purchaser deems necessary in order to make an investment decision with respect to such Purchased Shares and such Acquired Shares, including, with respect to the Company, the Transaction and the Target. Such Purchaser represents and agrees that such Purchaser and such Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as such Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Purchased Shares and the Acquired Shares. g. Such Purchaser became aware of this offering of such Purchased Shares and such Shares solely by means of direct contact between such Purchaser, Seller and the Company or their respective representatives, and such Purchased Shares and such Shares were offered to such Purchaser solely by direct contact between such Purchaser, Seller and the Company or their respective representatives. Such Purchaser did not become aware of this offering of such Purchased Shares and such Shares, nor were such Purchased Shares and such Shares offered to such Purchaser, by any other means. Such Purchaser acknowledges that Seller and the Company each represents and warrants that such Purchased Shares and such Acquired Shares, as applicable, (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities Laws. h. Such Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such Purchased Shares and such Acquired Shares. Such Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in such Purchased Shares and such Acquired Shares, and such Purchaser has sought such accounting, legal and tax advice as such Purchaser has considered necessary to make an informed investment decision. i. Alone, or together with any professional advisor(s), such Purchaser has adequately analyzed and fully considered the risks of an investment in such Purchased Shares and such Acquired Shares and determined that such Purchased Shares and such Acquired Shares are a suitable investment for such Purchaser and that such Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total loss of such Purchaser’s investment in the Company. Such Purchaser acknowledges specifically that a possibility of total loss exists. j. In making its decision to purchase such Purchased Shares and such Acquired Shares, such Purchaser has relied solely upon independent investigation made by such Purchaser. k. Such Purchaser understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of such Shares or made any findings or determination as to the fairness of this investment. l. Such Purchaser has been duly formed or incorporated and is validly existing and in good standing under the Laws laws of the state of its jurisdiction of incorporation or formation, with full power(B) to the extent required by law, Purchaser is, or will be by Closing, duly qualified to do business in the State where the Property is located, (C) Purchaser has all power and authority necessary for it to execute and capacity to enter into, deliver this Agreement and perform its obligations under hereunder, and (D) the execution, delivery and performance of this Agreement and has taken all actions required to enter into this Agreement and to complete by Purchaser does not conflict with or constitute a breach of any contract, agreement or other instrument by which Purchaser is bound; (ii) (A) the purchase of such Purchased Shares and such Acquired Shares contemplated hereunder. m. The execution and delivery of this Agreement by such Purchaser and the compliance by such Purchaser with all Purchaser’s performance of the provisions of its obligations under this Agreement and the consummation of the transactions contemplated herein will does not (i) conflict with or result in a breach or violation of any order, judgment, writ, injunction or decree of any court, arbiter or governmental instrumentality in any action to which Purchaser is a party as of the terms or provisions ofEffective Date, or constitute a default under, or result in the creation or imposition of and (B) this Agreement and any lien, charge or encumbrance upon any of the property or assets of such documents executed by Purchaser pursuant to this Agreement are binding and enforceable against Purchaser; (ii) result in any violation of the provisions of the organizational documents of such Purchaser; or ; (iii) provided Purchaser is not a party to any pending lawsuits or governmental proceedings that the Required Approvals have been obtained, result in any violation of any Law or Governmental Order applicable to such Purchaser, except (in the case of clauses (i) or (iii) above) as would not, individually or in the aggregate, reasonably be expected to could have a material adverse effect on the Purchaser’s ability of such Purchaser to enter into and perform its obligations under this Agreement and Agreement; (iv) Purchaser has not (A) filed any voluntary petition in bankruptcy or sought to consummate reorganize its affairs under the transactions contemplated hereby. n. This Agreement has been duly authorizedBankruptcy Code of the United States or any other federal, executed and delivered by such Purchaser and is enforceable against such Purchaser in accordance with its terms, except as may be limited state or otherwise affected by (i) local law related to bankruptcy, insolvencyinsolvency or relief for debtors, fraudulent conveyance(B) been adjudicated as bankrupt or insolvent, reorganizationor (C) had an involuntary petition filed against it under the Bankruptcy Code of the United States or any other federal, moratorium state or other Laws relating local law related to bankruptcy, insolvency or affecting relief for debtors; (v) (A) Purchaser’s purchase of the rights Property from Seller pursuant to this Agreement will not involve any transaction which is subject to the prohibitions of creditors generallySection 406 of ERISA and will not involve any transaction in connection with which a penalty could be imposed under Section 502(i) of ERISA or a tax could be imposed pursuant to Section 4975 of the Internal Revenue Code, and (iiB) principles of equity, whether considered at law or equity. o. Neither the due diligence investigation conducted by such Purchaser in connection with making its decision to acquire such Purchased Shares and such Acquired Shares nor any representations and warranties made by such Purchaser herein shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s and Seller’s respective representations and warranties contained herein. p. The Purchase Price payable by such Purchaser is not directly and will not be at anytime prior to Closing a “party in interest” in any plan as defined under ERISA Section 3(14); (vi) Purchaser’s source of funds for the acquisition of the Property will not involve any amounts that violate or indirectly derivedwould be subject to seizure under 18 U.S.C. §§1956-1957 (Laundering of Money Instruments), obtained18 U.S.C. §§ 981-986 (Federal Asset Forfeiture), received21 U.S.C. § 881 (Drug Property Seizure), taken, acquiredExecutive Order 13224, or gained, and does not stem, from any violation by such the USA Patriot Act; and (vii) (A) neither Purchaser or nor any of its directors, officers, employees, affiliates or, to such Purchaser’s knowledge, Affiliates nor any person or entity owning an interest in either of its agents or other persons authorized to act on behalf of such Purchaser of any Laws or regulations concerning money laundering, corruption, or bribery of any jurisdiction, any rules and regulations thereunder, or any related or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, or proceeding with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, them is pending or, to such Purchaser’s knowledge, threatened by or before any Governmental Authority involving such Purchaser or its directors, officers, employees, agents, affiliates, or other persons authorized to act on behalf of such Purchaser. q. Such Purchaser is not (i) a person or entity named on with whom U.S. persons are restricted from doing business under legal requirements, including, without limitation, the List regulations of the OFAC of the Department of Treasury (e.g. OFAC’s Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any list), Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), 13224 or a person or entity prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such Purchaser is not a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Patriot Act”), and its implementing regulations (collectivelyB) prior to Closing, the “BSA/PATRIOT Act”). To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by such Purchaser and used to purchase its Purchased Shares and to acquire its Acquired Shares were legally derived. r. As of the date hereof, such Purchaser has available to it, and at the Closing such Purchaser will have, sufficient funds submit all information reasonably requested by Seller in order for Seller to enable it to pay confirm the portion of the Purchase Price payable by such Purchaser in accordance with this Agreementforegoing. s. Such Purchaser understands that the foregoing representations and warranties shall be deemed material and to have been relied upon by the Company, Seller and FPAC.

Purchaser Representations and Warranties. Each Purchaser solely as to itself, severally but not jointly, represents and warrants to the Company, Seller its directors, officers, employees and FPAC thatagents as follows (by execution hereof, as it itself:Purchaser acknowledges that the Company is relying upon the accuracy and completeness of the representations contained herein in complying with its obligations under applicable securities laws): a. Such (a) Purchaser has been advised that (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and an institutional “accredited investor” (within sale of the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring its Purchased Shares and its Acquired Shares only for its own account and not for the account of others, or if such Purchaser is purchasing such Purchased Shares and such Acquired Shares as a fiduciary or agent for one or more investor accounts, such to Purchaser has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring such Purchased Shares and such Acquired Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A). Such Purchaser is not an entity formed for the specific purpose of acquiring such Purchased Shares and such Acquired Shares. b. Following completion of the transfer of ownership and title of the Purchased Shares from Seller to such Purchaser pursuant to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares to the Company free and clear of all liens and encumbrances so that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under applicable securities Laws. c. Such Purchaser understands that such Purchased Shares and such Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that such Purchased Shares and such Acquired Shares have not been registered under the Securities Act. Such Act on the grounds, among others, that it will be exempt from registration under Section 4(2) of the Securities Act as a transaction not involving a public offering; (ii) reliance upon such exemption or other exemptions is predicated in part on Purchaser's representation that Purchaser is acquiring such Shares for investment for the Purchaser's own account with no present intention of dividing Purchaser's participation with others or reselling or otherwise distributing the same, and Purchaser alone shall have the full legal and equitable right, title and interest in the Shares; and (iii) Purchaser's representations, including the foregoing, are essential to the reliance of the Company upon exemptions from registration or qualification of this transaction or the Shares under applicable state securities laws. (b) Purchaser understands that such Purchased this transaction has not been scrutinized by the Commission or by any state securities or other authority and, because of the small number of persons purchasing Shares and the private nature of the placement, that all documents, records, and books pertaining to this investment have been made available to Purchaser and Purchaser's representatives, such Acquired as attorneys, accountants and/or purchaser representatives. (c) Purchaser is purchasing the Shares may for the account of Purchaser for investment purposes only and not be resoldwith a view to their resale or distribution. Purchaser has no present intention to divide his, transferred, pledged her or its participation with others or to resell or otherwise disposed dispose of by such all or any part of the Shares. In making these representations, Purchaser absent an effective registration statement under understands that, in the Securities Act except (i) to view of the issuer Commission, the exemption of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within sale of the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption Shares from the registration requirements of the Securities ActAct would not be available if, notwithstanding the representations of Purchaser, Purchaser has in mind merely acquiring the Shares for resale upon the occurrence or non-occurrence of some predetermined event. (d) Purchaser understands that the subsequent transfer of the Shares will be restricted, and in each that the effect of cases the restrictions on the transfer of the Shares include the facts, among others, that (i) and (iii) in accordance with any applicable securities Laws of the states and other jurisdictions of the United States, and that such Purchased Shares and such Acquired Shares will be subject to a restrictive legend to such effect. Such Purchaser acknowledges that such Purchased Shares and such Acquired Shares will not be eligible for resale pursuant have liquidity with respect to Rule 144A promulgated under the Securities Act. Such Purchaser understands and agrees that such Purchased Shares and such Acquired Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, such Purchaser may not be able to readily resell such Purchased Shares and such Acquired Shares and may be required to bear the financial risk of an investment in such Purchased Shares and such Acquired Shares for an indefinite period of time. Such time and in no event less than one year from the date of purchase, and (ii) Purchaser will be unable to sell, encumber or otherwise transfer the Shares unless there is an effective registration statement covering such disposition under the Securities Act, and effective registrations and qualifications under applicable state law, or exemptions from such registrations or qualifications under the Securities Act and state law are applicable. (e) At such time as Purchaser determines to dispose of all or any part of the Shares, Purchaser understands that it has been advised to consult legal counsel prior to making any offerPurchaser must first notify the Company, resaleand that the Company may require an opinion of its attorney, pledge of Purchaser's attorney, or transfer both, that such disposition will not negate Purchaser's intent as expressed herein, and that, in view of any of the exemption claimed, such Purchased Shares and such Acquired Sharesdisposition will be permissible. d. Such (f) Purchaser further acknowledges recognizes that there have been no representations, warranties, covenants an investment in the Shares involves a high degree of risk and agreements that the purchase of the Shares is a long-term investment. Purchaser has a financial net worth or anticipated income such that a sale of the Shares need not be made in the foreseeable future to such satisfy any financial obligation of which Purchaser is or contemplates Purchaser will become subject. (g) Purchaser understands that exemptions from the registration and qualification requirements may not be available to Purchaser, expressly or by implicationand, other than those representations, warranties, covenants and agreements included except as provided in this Agreement (and any other Transaction Documents Agreement, the Company will have no obligation to assist Purchaser in registering or agreements executed and delivered qualifying a disposition of the Shares or in connection with the Transaction to which obtaining or establishing an exemption from such Purchaser is party, if any)registration or qualification requirements. e. Such Purchaser’s acquisition and holding of such Purchased Shares and such Acquired (h) The Purchaser understands that any certificate representing the Shares will not constitute bear legends stating in effect that the issuance or result in a non-exempt prohibited transaction under Section 406 sale of the Employee Retirement Income Security Shares has not been registered under the Securities Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Law. f. Such Purchaser acknowledges and agrees that such Purchaser has received such information as such Purchaser deems necessary in order to make an investment decision with respect to such Purchased Shares state securities laws and such Acquired Shares, including, legends may refer to the restrictions on transfers and sales contained in this Agreement. Purchaser further understands that a stop-transfer restriction will be placed in the books and records of the Company with respect to the Company, the Transaction and the Target. Such Purchaser represents and agrees that such Purchaser and such Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as such Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Purchased Shares and the Acquired Shares. g. Such Purchaser became aware of this offering of such Purchased Shares and such Shares solely by means of direct contact between such Purchaser, Seller and the Company or their respective representatives, and such Purchased Shares and such Shares were offered to such Purchaser solely by direct contact between such Purchaser, Seller and the Company or their respective representatives. Such Purchaser did not become aware of this offering of such Purchased Shares and such Shares, nor were such Purchased Shares and such Shares offered to such Purchaser, by any other means. Such Purchaser acknowledges that Seller and the Company each represents and warrants that such Purchased Shares and such Acquired Shares, as applicable, (i) were Purchaser's purchase of the Shares is not offered by the result of any form of general solicitation or general advertising advertising, including, but not limited to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio; and (ii) are not being offered any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (j) Purchaser is an "Accredited Investor" as defined in a manner involving a public offering under, or in a distribution in violation of, Rule 501(a) of Regulation D under the Securities Act, or any state securities Laws. h. Such Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such Purchased Shares and such Acquired Shares. Such (k) Purchaser has such knowledge and experience in financial and business matters as to be that Purchaser is capable of evaluating the merits and risks of an investment in such Purchased Shares and such Acquired Shares, and such Purchaser has sought such accounting, legal and tax advice as such Purchaser has considered necessary to make an informed investment decision. i. Alone, or together with any professional advisor(s), such Purchaser has adequately analyzed and fully considered the risks of an investment in such Purchased Shares and such Acquired Shares and determined that such Purchased Shares and such Acquired Shares are a suitable investment for such Purchaser and that such Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total loss of such Purchaser’s investment in the Company. Such Purchaser acknowledges specifically that a possibility of total loss existsShares. j. In making its decision to purchase such Purchased Shares and such Acquired Shares, such (l) Purchaser has relied solely upon independent investigation made by such Purchaser. k. Such Purchaser understands obtained and agrees that no federal or state agency has passed upon or endorsed reviewed all information regarding the merits of the offering of such Shares or made any findings or determination as to the fairness of this investment. l. Such Purchaser has been duly formed or incorporated Company and is validly existing in good standing under the Laws of its jurisdiction of incorporation or formation, with full power, authority and capacity to enter into, deliver and perform its obligations under this Agreement and has taken all actions required to enter into this Agreement and to complete the purchase of such Purchased the Shares and such Acquired Shares contemplated hereunder. m. The execution and delivery of this Agreement by such as Purchaser and the compliance by such Purchaser with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with believes necessary or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Purchaser; (ii) result in any violation of the provisions of the organizational documents of such Purchaser; or (iii) provided that the Required Approvals have been obtained, result in any violation of any Law or Governmental Order applicable to such Purchaser, except (in the case of clauses (i) or (iii) above) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. n. This Agreement has been duly authorized, executed and delivered by such Purchaser and is enforceable against such Purchaser in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. o. Neither the due diligence investigation conducted by such Purchaser in connection with making its decision to acquire such Purchased Shares and such Acquired Shares nor any representations and warranties made by such Purchaser herein shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s and Seller’s respective representations and warranties contained herein. p. The Purchase Price payable by such Purchaser is not directly or indirectly derived, obtained, received, taken, acquired, or gained, and does not stem, from any violation by such Purchaser or any of its directors, officers, employees, affiliates or, to such Purchaser’s knowledge, any of its agents or other persons authorized to act on behalf of such Purchaser of any Laws or regulations concerning money laundering, corruption, or bribery of any jurisdiction, any rules and regulations thereunder, or any related or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, or proceeding appropriate with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to such Purchaser’s knowledge, threatened by or before any Governmental Authority involving such Purchaser or its directors, officers, employees, agents, affiliates, or other persons authorized to act on behalf of such Purchaser. q. Such Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President purchase of the United States Shares. Purchaser has been given access to full and administered by OFAC (“OFAC List”)complete information regarding the Company and has utilized such access to its satisfaction for the purpose of obtaining information; and particularly, or a person or entity prohibited by any OFAC sanctions program, (ii) a Designated National as defined in Purchaser has been given the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly opportunity to a non-U.S. shell bank. Such Purchaser is not a financial institution subject to meet with representatives of the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (Company for the “BSA”), as amended by the USA PATRIOT Act purpose of 2001 (the “PATRIOT Act”)asking questions of, and its implementing regulations (collectively, the “BSA/PATRIOT Act”). To the extent required by applicable lawreceiving answers from, such Purchaser maintains policies representatives concerning the Company and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by such Purchaser and used to purchase its Purchased Shares and to acquire its Acquired Shares were legally derived. r. As obtain any additional information, to the extent reasonably available. Purchaser acknowledges that it has been provided all of the Company's publicly available reports and documents filed with the Commission through the date hereofof this Agreement including, such Purchaser has available to itbut not limited to, and at the Closing such Purchaser will have, sufficient funds to enable it to pay the portion of the Purchase Price payable by such Purchaser in accordance with this Agreement. s. Such Purchaser understands that the foregoing representations and warranties shall be deemed material and to have been relied upon by the Company's (1) Annual Report on Form 10-KSB for the fiscal year ended March 31, Seller and FPAC.2003;

Purchaser Representations and Warranties. Each In connection with the purchase and sale of the Preferred Shares and the Warrants hereunder, the Purchaser solely as to itself, severally but not jointly, represents and warrants to the Company, Seller and FPAC Sellers that, as it itself: a. Such (a) The Purchaser (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring its Purchased the Preferred Shares and its Acquired Shares only the Warrants for its own account for investment purposes only and not for the account of others, or if such Purchaser is purchasing such Purchased Shares and such Acquired Shares as a fiduciary or agent for one or more investor accounts, such Purchaser has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring such Purchased Shares and such Acquired Shares with a view to, or for offer or sale in connection withintention of, any making a distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A). Such Purchaser is not an entity formed for the specific purpose of acquiring such Purchased Shares and such Acquired Shares. b. Following completion of the transfer of ownership and title of the Purchased Shares from Seller to such Purchaser pursuant to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares to the Company free and clear of all liens and encumbrances so that the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under applicable securities Laws. c. Such Purchaser understands that such Purchased Shares and such Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act of 1933, as amended (the "Act"), or any applicable state securities laws, and that such Purchased the Preferred Shares and such Acquired the Warrants will not be transferred or disposed of in contravention of the Act or any applicable state securities laws. (b) The Purchaser understands (i) that the Preferred Shares and the Warrants have not been registered under the Securities Act. Such Purchaser understands that such Purchased Shares Act by reason of their issuance in a transaction exempt from the registration and such Acquired Shares may prospectus delivery requirements of the Act pursuant to Section 4(2) thereof and have not be resoldbeen registered under any state or other jurisdiction's securities laws, transferred, pledged or otherwise disposed of by such Purchaser absent an effective registration statement under the Securities Act except (i) to the issuer of such securities or a subsidiary thereof, and (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within Sellers' reliance on such exceptions is predicated on the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities ActPurchaser's representations set forth herein, and in each of cases (i) and (iii) that the Preferred Shares and the Warrants must be held indefinitely unless the sale or other transfer thereof is subsequently registered or exemptions from such registration requirements are available. The Purchaser is further aware that the Sellers are under no obligation to register the Preferred Shares or the Warrants under the Act or any state or other jurisdiction's securities laws or to assist the Purchaser in accordance complying with any applicable securities Laws of the states and other jurisdictions of the United States, and that exemption from such Purchased Shares and such Acquired Shares will be subject to a restrictive legend to such effect. Such registration requirements. (c) The Purchaser acknowledges that such Purchased investment in the Preferred Shares and such Acquired Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Such Purchaser understands and agrees that such Purchased Warrants involves substantial risks, including the risk of total loss of its investment in the Preferred Shares and such Acquired Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, such the Warrants. The Purchaser may not be (i) is able to readily resell such Purchased Shares and such Acquired Shares and may be required to bear the financial economic risk of an its investment in such Purchased the Preferred Shares and such Acquired Shares the Warrants for an indefinite period of time. Such Purchaser understands that it ; (ii) has been advised adequate means, other than the Preferred Shares, the Warrants or funds invested therein, of providing for its current and foreseeable needs; (iii) has no foreseeable need to consult legal counsel prior to making any offer, resale, pledge sell or transfer otherwise dispose of any of such Purchased the Preferred Shares or the Warrants; and (iv) has sufficient net worth to sustain a loss of its entire investment in the Preferred Shares and in the Warrants in the event such Acquired Sharesloss should occur. d. Such Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to such Purchaser, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement (and any other Transaction Documents or agreements executed and delivered in connection with the Transaction to which such d) The Purchaser is party, if any). e. Such Purchaser’s acquisition and holding of such Purchased Shares and such Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Law. f. Such Purchaser acknowledges and agrees that such Purchaser has received such information an "accredited investor," as such Purchaser deems necessary term is defined in order to make an investment decision with respect to such Purchased Shares and such Acquired Shares, including, with respect to Rule 501 of Regulation D promulgated under the Company, the Transaction and the TargetAct. Such Purchaser represents and agrees that such The Purchaser and such Purchaser’s professional advisor(s), if any, its agents and representatives have had the full opportunity to ask such questions, receive such answers and obtain such information as such Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Purchased Shares and the Acquired Shares. g. Such Purchaser became aware of this offering of such Purchased Shares and such Shares solely by means of direct contact between such Purchaser, Seller and the Company or their respective representatives, and such Purchased Shares and such Shares were offered to such Purchaser solely by direct contact between such Purchaser, Seller and the Company or their respective representatives. Such Purchaser did not become aware of this offering of such Purchased Shares and such Shares, nor were such Purchased Shares and such Shares offered to such Purchaser, by any other means. Such Purchaser acknowledges that Seller and the Company each represents and warrants that such Purchased Shares and such Acquired Shares, as applicable, (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities Laws. h. Such Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such Purchased Shares and such Acquired Shares. Such Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating enable them to utilize the information made available to them in connection with the transactions contemplated hereby to evaluate the merits and risks of an investment in such Purchased the Preferred Shares and such Acquired Shares, the Warrants and such Purchaser has sought such accounting, legal and tax advice as such Purchaser has considered necessary to make an informed investment decisiondecision with respect thereto, and such an evaluation and informed decision have been made. i. Alone, or together with any professional advisor(s), such (e) The Purchaser has adequately analyzed the legal capacity and fully considered the risks of an investment in such Purchased Shares and such Acquired Shares and determined that such Purchased Shares and such Acquired Shares are a suitable investment for such Purchaser and that such Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total loss of such Purchaser’s investment in the Company. Such Purchaser acknowledges specifically that a possibility of total loss exists. j. In making its decision to purchase such Purchased Shares and such Acquired Shares, such Purchaser has relied solely upon independent investigation made by such Purchaser. k. Such Purchaser understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of such Shares or made any findings or determination as to the fairness of this investment. l. Such Purchaser has been duly formed or incorporated and is validly existing in good standing under the Laws of its jurisdiction of incorporation or formation, with full power, authority and capacity to enter into, deliver and perform its obligations under this Agreement and has taken all actions required to enter into this Agreement and to complete the purchase of such Purchased Shares and such Acquired Shares contemplated hereunder. m. The execution and delivery of this Agreement by such Purchaser and the compliance by such Purchaser with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Purchaser; (ii) result in any violation of the provisions of the organizational documents of such Purchaser; or (iii) provided that the Required Approvals have been obtained, result in any violation of any Law or Governmental Order applicable to such Purchaser, except (in the case of clauses (i) or (iii) above) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to enter into and perform all of its obligations under this Agreement and to consummate the transactions contemplated hereby. n. Agreement. This Agreement has been duly authorizedconstitutes the legal, executed valid and delivered by such Purchaser and is binding obligation of the Purchaser, enforceable against such the Purchaser in accordance with its terms. The execution, except as may be limited delivery and performance of this Agreement does not and will not conflict with, violate, cause a breach of or otherwise affected by constitute a default under (i) bankruptcyany agreement, insolvency, fraudulent conveyance, reorganization, moratorium contract or other Laws relating instrument or obligation to which the Purchaser is a party or affecting by which the rights of creditors generally, and Purchaser is bound or (ii) principles of equityany judgment, whether considered at law order, decree, statute, rule or equityregulation to which the Purchaser is subject. o. Neither the due diligence investigation conducted by such Purchaser in connection with making its decision to acquire such Purchased Shares and such Acquired Shares nor any representations and warranties made by such Purchaser herein shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s and Seller’s respective representations and warranties contained herein. p. (f) The Purchase Price payable by such Purchaser is not directly or indirectly derived, obtained, received, taken, acquired, or gained, and does not stem, from any violation by such Purchaser or any of its directors, officers, employees, affiliates or, to such Purchaser’s knowledge, any of its agents or other persons authorized to act on behalf of such Purchaser of any Laws or regulations concerning money laundering, corruption, or bribery of any jurisdiction, any rules and regulations thereunder, or any related or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, or proceeding with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to such Purchaser’s knowledge, threatened by or before any Governmental Authority involving such Purchaser or its directors, officers, employees, agents, affiliates, or other persons authorized to act on behalf of such Purchaser. q. Such Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“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) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Such Purchaser is not a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”). To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by such Purchaser and used to purchase its Purchased Shares and to acquire its Acquired Shares were legally derived. r. As of the date hereof, such Purchaser has available to it, and at the Closing such Purchaser will have, sufficient funds to enable it to pay the portion of the Purchase Price payable by such Purchaser in accordance with this Agreement. s. Such Purchaser understands that the foregoing representations Preferred Shares and warranties shall the Warrants it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the issuer in a transaction not involving a public offering and that under such laws and applicable regulations such Preferred Shares and such Warrants may be deemed material resold without registration under the Act, only in certain limited circumstances. In this connection, such Purchaser represents that it is familiar with SEC Rule 144, as presently in effect, and to have been relied upon understands the resale limitations imposed thereby and by the CompanyAct. (g) The Purchaser acknowledges that the Sellers may, Seller between the date hereof and FPACthe Warrant Closing, exercise some or all of the Warrants and under such circumstances, Sellers shall have no obligations to the Purchaser to sell any Warrants to the extent so exercised, and, further, shall have no obligation to sell to the Purchaser any shares of Common Stock acquired by the Sellers pursuant to such exercise.

Purchaser Representations and Warranties. Each Purchaser solely as to itselfof the Purchasers hereby severally, severally but not jointly, represents and warrants to the Company, Seller and FPAC that, as it itself: a. Such Purchaser (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring its Purchased Shares and its Acquired Shares only for its own account and not for the account of othersjointly with any other Purchaser, or if such Purchaser is purchasing such Purchased Shares represents, warrants, acknowledges and such Acquired Shares agrees as a fiduciary or agent for one or more investor accounts, such Purchaser has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring such Purchased Shares and such Acquired Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (date hereof and shall provide the requested information on Schedule A). Such Purchaser is not an entity formed for the specific purpose of acquiring such Purchased Shares and such Acquired Shares. b. Following completion as of the transfer of ownership and title of the Purchased Shares from Seller to such Purchaser pursuant to Section 3 and subject to the Required Approvals being obtained and the accuracy of the other parties’ representations and warranties herein, such Purchaser shall assign, transfer and deliver ownership and title to such Purchased Shares Closing Date to the Company free and clear of all liens and encumbrances so that as follows: (a) Neither the Company will have freeUnits, unencumbered and unrestricted ownership over themthe Shares, other than restrictions arising under applicable securities Laws. c. Such Purchaser understands that such Purchased Shares and such Acquired the Warrants or the Warrant Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that such Purchased Shares and such Acquired Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, except as set forth in the Registration Rights Agreement, the Company has no present or future obligation to register the Units, the Shares, the Warrants or the Warrant Shares under the Securities Act or any state securities laws. Such Purchaser understands that such Purchased the offering and sale of the Units, the Shares, the Warrants and the Warrant Shares and such Acquired Shares may not is intended to be resold, transferred, pledged or otherwise disposed of by such Purchaser absent an effective exempt from registration statement under the Securities Act except (i) to the issuer of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, by virtue of Section 4(2) thereof and in each the provisions of cases (i) and (iii) in accordance with any applicable securities Laws of the states and other jurisdictions of the United StatesRegulation D promulgated thereunder, and that such Purchased Shares and such Acquired Shares will be or not subject to a restrictive legend to such effect. Such Purchaser acknowledges that such Purchased Shares and such Acquired Shares will not be eligible for resale pursuant to Rule 144A requirement, by virtue of Regulation S promulgated under the Securities Act, based, in part, upon the representations, warranties and agreements of such Purchaser contained in this Agreement. (b) Such Purchaser has had access to the SEC Reports (as defined below) and has received all other documents requested by such Purchaser. Such Purchaser has carefully reviewed the SEC Reports and all such other documents and understands the information contained therein. (c) All documents, records and agrees that such Purchased Shares and such Acquired Shares will be subject books pertaining to transfer restrictions and, as a result of these transfer restrictions, such Purchaser may not be able to readily resell such Purchased Shares and such Acquired Shares and may be required to bear the financial risk of an investment in such Purchased the Units, the Shares, the Warrants and the Warrant Shares and such Acquired Shares for an indefinite period of time. Such Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of such Purchased Shares and such Acquired Shares. d. Such Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to such Purchaser, expressly or available for inspection by implication, other than those representations, warranties, covenants and agreements included in this Agreement (and any other Transaction Documents or agreements executed and delivered in connection with the Transaction to which such Purchaser is party, if any). e. Such Purchaser’s acquisition and holding of such Purchased Shares and such Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar Law. f. Such Purchaser acknowledges and agrees that such Purchaser has received such information as such Purchaser deems necessary in order to make an investment decision with respect to such Purchased Shares and such Acquired Shares, including, with respect to the Company, the Transaction and the Target. Such Purchaser represents and agrees that such Purchaser and such Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as such Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Purchased Shares and the Acquired Shares. g. Such Purchaser became aware of this offering of such Purchased Shares and such Shares solely by means of direct contact between such Purchaser, Seller and the Company or their respective representatives, and such Purchased Shares and such Shares were offered to such Purchaser solely by direct contact between such Purchaser, Seller and the Company or their respective its representatives. Such Purchaser did not become aware of this offering of hereby acknowledges that all such Purchased Shares information is confidential and such Shares, nor were Purchaser shall not disclose any such Purchased Shares and such Shares offered confidential information to such Purchaser, any third party other than as may be required by any other means. Such Purchaser acknowledges that Seller and the Company each represents and warrants that such Purchased Shares and such Acquired Shares, as applicable, (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities Lawslaw. h. Such Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of such Purchased Shares and such Acquired Shares. (d) Such Purchaser has such knowledge had a reasonable opportunity to ask questions of and experience in financial receive answers from a person or persons acting on behalf of the Company concerning the offering of the Units, the Shares, the Warrants and business matters as to be capable of evaluating the merits and risks of an investment in such Purchased Warrant Shares and such Acquired Sharesthe business, financial condition, results of operations and prospects of the Company, and all such Purchaser has sought such accounting, legal and tax advice as such Purchaser has considered necessary questions have been answered to make an informed investment decision. i. Alone, or together with any professional advisor(s), such Purchaser has adequately analyzed and fully considered the risks of an investment in such Purchased Shares and such Acquired Shares and determined that such Purchased Shares and such Acquired Shares are a suitable investment for such Purchaser and that such Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total loss full satisfaction of such Purchaser’s investment in the Company. Such Purchaser acknowledges specifically that a possibility of total loss exists. j. In making its decision to purchase Neither such Purchased Shares and such Acquired Shares, such Purchaser has relied solely upon independent inquiries nor any other investigation made conducted by such Purchaser. k. Such Purchaser understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of such Shares or made any findings or determination as to the fairness of this investment. l. Such Purchaser has been duly formed or incorporated and is validly existing in good standing under the Laws of its jurisdiction of incorporation or formation, with full power, authority and capacity to enter into, deliver and perform its obligations under this Agreement and has taken all actions required to enter into this Agreement and to complete the purchase of such Purchased Shares and such Acquired Shares contemplated hereunder. m. The execution and delivery of this Agreement by such Purchaser and the compliance by such Purchaser with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Purchaser; (ii) result in any violation of the provisions of the organizational documents of such Purchaser; or (iii) provided that the Required Approvals have been obtained, result in any violation of any Law or Governmental Order applicable to such Purchaser, except (in the case of clauses (i) or (iii) above) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability behalf of such Purchaser to enter into and perform or its obligations under this Agreement and to consummate the transactions contemplated hereby. n. This Agreement has been duly authorized, executed and delivered by such Purchaser and is enforceable against such Purchaser in accordance with its terms, except as may be limited representatives or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. o. Neither the due diligence investigation conducted by such Purchaser in connection with making its decision to acquire such Purchased Shares and such Acquired Shares nor any representations and warranties made by such Purchaser herein counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s and Seller’s respective representations and warranties contained hereinin this Agreement. p. The Purchase Price payable (e) In evaluating the suitability of an investment in the Company, such Purchaser has not relied upon any representation or other information (oral or written) other than as stated in this Agreement. (f) Such Purchaser is unaware of, is in no way relying on, and did not become aware of the Offering through or as a result of, any form of general solicitation or general advertising as those terms are used in Regulation D under the Securities Act, including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, in connection with the Offering and is not subscribing for Units and did not become aware of the Offering through or as a result of any seminar or meeting to which such Purchaser was invited by, or any solicitation of a subscription by, a person not previously known to such Purchaser. (g) Such Purchaser has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby. (h) Such Purchaser has such knowledge and experience in financial, tax and business matters, and, in particular, investments in securities similar to the Units, the Shares, the Warrants and the Warrant Shares so as to enable such Purchaser to utilize the information made available to it in connection with the Offering to evaluate the merits and risks of an investment in the Units, the Shares, the Warrants and the Warrant Shares and the Company and to make an informed investment decision with respect thereto. (i) Such Purchaser is not directly or indirectly derived, obtained, received, taken, acquired, or gained, and does not stem, from any violation by such Purchaser relying on the Company or any of its directors, officers, employees, affiliates orofficers or agents with respect to the legal, tax, economic and related considerations as to an investment in the Units, the Shares, the Warrants and the Warrant Shares and such Purchaser has relied on the advice of, or has consulted with, only his own advisors. (j) Such Purchaser is acquiring the Units, the Shares, the Warrants and the Warrant Shares solely for such Purchaser’s knowledgeown account for investment and not with a view to resale, assignment or distribution thereof, in whole or in part in violation of the Securities Act or any applicable state securities laws. Such Purchaser has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Units, the Shares, the Warrants or the Warrant Shares in violation of the Securities Act or any state securities laws and such Purchaser has no plans to enter into any such agreement or arrangement. Such Purchaser will not engage in hedging transactions with respect to the Units, the Shares, the Warrants or the Warrant Shares unless in compliance with the registration requirements of the Securities Act. (k) Such Purchaser must bear the substantial economic risks of the investment in the Units, the Shares, the Warrants and the Warrant Shares indefinitely because none of the Units, the Shares, the Warrants and the Warrant Shares may be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. Subject to the terms hereunder, legends shall be placed on the Units, the Shares, the Warrants and the Warrant Shares to the effect that they have not been registered under the Securities Act or applicable state securities laws and appropriate notations thereof will be made in the Company’s stock books. (l) Such Purchaser has adequate means of providing for its current financial needs and foreseeable contingencies and has no need for liquidity of the investment in the Units, the Shares, the Warrants and the Warrant Shares for an indefinite period of time. (m) Such Purchaser (i) meets the requirements of the suitability standards for an “accredited investor” because such Purchaser is a corporation, partnership, limited liability company, limited liability partnership, other entity or similar business trust, not formed for the specific purpose of acquiring the Units, with total assets excess of $5,000,000 or (ii) is a “non-US Person” that is a “qualified investor” as defined in the European Union Prospective Directive. Such Purchaser further represents and warrants that it will notify and supply corrective information to the Company immediately upon the occurrence of any change occurring prior to the Company’s issuance of the Units, the Shares, the Warrants and the Warrant Shares that renders the representation made in the immediately preceding sentence. Such Purchaser represents to the Company that any information which the undersigned has heretofore furnished under this Section 4(m) or furnishes to the Company pursuant to this Section 4(m) is complete and accurate and may be relied upon by the Company in determining the availability of an exemption from registration under Federal and state securities laws in connection with the Offering. (n) Such Purchaser represents that it is a corporation, partnership, limited liability company or partnership, association, joint stock company, trust, unincorporated organization or other entity, and that (A) such Purchaser was not formed for the specific purpose of acquiring the Units, (B) such Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its agents organization, (C) the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of law or the charter or other persons organizational documents of such Purchaser, (D) such Purchaser has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Units, the Shares, the Warrants and the Warrant Shares, (E) the execution and delivery of this Agreement has been duly authorized to act by all necessary action of such Purchaser, (F) this Agreement has been duly executed and delivered on behalf of such Purchaser of any Laws or regulations concerning money launderingand constitutes a legal, corruption, or bribery of any jurisdiction, any rules valid and regulations thereunder, or any related or similar Laws, rules, regulations, or guidelines, issued, administered, or enforced by any Governmental Authority or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, or proceeding with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to such Purchaser’s knowledge, threatened by or before any Governmental Authority involving such Purchaser or its directors, officers, employees, agents, affiliates, or other persons authorized to act on behalf binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and general principles of equity and (G) the execution and delivery of this Agreement by such Purchaser will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which such Purchaser is a party or by which such Purchaser is bound. q. (o) Such Purchaser is able to bear the economic risk of an investment in the Units, the Shares, the Warrants and the Warrant Shares and, at the present time, has a sufficient net worth to sustain a complete loss of such investment in the Company in the event such a loss should occur. Such Purchaser’s overall commitment to investments which are not readily marketable is not excessive in view of its net worth and financial circumstances and the purchase of the Units will not cause such commitment to become excessive. (ip) a person or entity named on THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM, OR IN TRANSACTIONS NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES OFFERED HEREBY MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AS AMENDED AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. (q) Such Purchaser should check the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) website at <xxxx://xxx.xxxxx.xxx/ofac> before making the following representations. Such Purchaser represents that the amounts invested by it in the Company in the Offering were not and are not directly or indirectly derived from activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by OFAC prohibit, among other things, the engagement in any Executive Order issued by transactions with, and the President provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the United States and OFAC website at <xxxx://xxx.xxxxx.xxx/ofac>. In addition, the programs administered by OFAC (the “OFAC ListPrograms”)) prohibit dealing with individuals1 or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists. (r) To such Purchaser’s knowledge, none of: (1) such Purchaser, (2) any person controlling or controlled by such Purchaser, (3) if such Purchaser is a privately-held entity, any person having a beneficial interest in such Purchaser or (4) any person for whom such Purchaser is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs. Please be advised that the Company may not accept any amounts from a prospective investor if such prospective investor cannot make the representation set forth in the preceding paragraph. Such Purchaser agrees to promptly notify the Company should such Purchaser become aware of any change in the information set forth in Sections 4(r) - (t) of these representations. Such Purchaser understands and acknowledges that, by law, the Company may be obligated to “freeze the account” of such Purchaser, either by prohibiting additional subscriptions from such Purchaser, declining any redemption requests and/or segregating the assets in the account in compliance with governmental regulations. Such Purchaser further acknowledges that the Company may, by written notice to such Purchaser, suspend the redemption rights, if any, of such Purchaser if the Company reasonably deems it necessary to do so to comply with anti-money laundering regulations applicable to the Company or any of the Company’s other service providers. These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions programand embargo programs. (s) To such Purchaser’s knowledge, none of: (1) such Purchaser, (ii2) any person controlling or controlled by such Purchaser, (3) if such Purchaser is a Designated National privately-held entity, any person having a beneficial interest in such Purchaser or (4) any person for whom such Purchaser is acting as agent or nominee in connection with this investment is a senior foreign political figure2, or any immediate family3 member or close associate4 of a senior foreign political figure, as such terms are defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or footnotes below. (iiit) If such Purchaser is affiliated with a non-U.S. shell bank banking institution (a “Foreign Bank”), or providing if such Purchaser receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, such Purchaser represents and warrants to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities, (2) the Foreign Bank maintains operating records related to its banking activities, (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities, and (4) the Foreign Bank does not provide banking services indirectly to any other Foreign Bank that does not have a non-U.S. shell bank. Such Purchaser physical presence in any country and that is not a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”). To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, such Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by such Purchaser and used to purchase its Purchased Shares and to acquire its Acquired Shares were legally derivedregulated affiliate. r. As of (u) Prior to the date hereof, such the Purchaser has available to itnot taken, and at prior to the public announcement of the transaction after the Closing such the Purchaser shall not take, any action that has caused or will cause the Purchaser to have, sufficient funds directly or indirectly, sold or agreed to enable it sell any shares of Common Stock, effected any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act with respect to pay the portion Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Purchase Price payable by such Purchaser in accordance with this AgreementCommon Stock. s. Such Purchaser understands that the foregoing representations and warranties shall be deemed material and to have been relied upon by the Company, Seller and FPAC.