Common use of Representations and Warranties of each Subscriber Clause in Contracts

Representations and Warranties of each Subscriber. Each Subscriber hereby represents and warrants to the Company as follows: (a) It/he is acquiring the Shares for its/his own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act, and applicable state securities laws. (b) It/he understands that (i) the Shares and the Conversion Shares (A) have not been registered under the Securities Act or any state securities laws, (B) will be issued in reliance upon an exemption from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) and/or Regulation D thereof and (C) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings, and (ii) it/he must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt therefrom. It/he further understands that such exemptions depend upon, among other things, the bona fide nature of the investment intent of it/him expressed herein. Pursuant to the foregoing, it/he acknowledges that the certificates representing each of the Shares and the Conversion Shares shall bear a restrictive legend substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS (I) REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OR (II) AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE BOTH REASONABLY SATISFACTORY TO THE COMPANY, HAS BEEN DELIVERED TO THE COMPANY AND SUCH OPINION STATES THAT THE SECURITIES MAY BE TRANSFERRED WITHOUT SUCH REGISTRATION.” (c) Such Subscriber has knowledge, skill and experience in financial, business and investment matters relating to an investment of this type and is capable of evaluating the merits and risks of such investment and protecting its interest in connection with the acquisition of the Shares. Such Subscriber understands that the acquisition of the Shares is a speculative investment and involves substantial risks and that it/he could lose its/his entire investment in the Shares. Such Subscriber has retained, at its own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of purchasing and owning the Shares. Such Subscriber has the ability to bear the economic risks of its/his investment in the Company, including a complete loss of the investment, and it/he has no need for liquidity in such investment. (d) Such Subscriber has been furnished by the Company all information (or provided access to all information) regarding the business and financial condition of the Company, its expected plans for future business activities, the attributes of the Shares and the Conversion Shares and the merits and risks of an investment in the Shares which it/he has requested or otherwise needs to evaluate the investment in the Company. (e) Such Subscriber is in receipt of, and Xxxxxxx’x officers have carefully read, the following items: (i) Annual Report on Form 10-K for the period ended June 30, 2012 filed by the Company with the SEC; (ii) Quarterly Report on Form 10-Q for the period ended September 30, 2012, December 31, 2012 and March 31, 2013, filed by the Company with the SEC; and (iii) All Current Reports on Form 8-K filed by the Company with the SEC subsequent to June 30, 2013 (together with the exhibits thereto, collectively, along with items (i) and (ii) above, the “Disclosure Documents”). (f) In making the proposed investment decision, such Subscriber is relying solely on investigations made by it/him and their respective representatives. (g) Such Subscriber acknowledges that it/he has been advised that: (i) The Shares and the Conversion Shares to be issued to it/him have not been approved or disapproved by the SEC or any state securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy of any representations by the Company. Any representation to the contrary is a criminal offense. (ii) In making an investment decision, such Subscriber must rely on its/his own examination of the Company, including the merits and risks involved in an investment in the Shares and the Conversion Shares. The Shares and the Conversion Shares have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of any representation. Any representation to the contrary is a criminal offense. (iii) The Shares and the Conversion Shares will be “Restricted Securities” within the meaning of Rule 144 under the Securities Act, are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws, pursuant to registration or exemption therefrom. Such Subscriber is aware that it/he may be required to bear the financial risks of this investment for an indefinite period of time. (h) Such Subscriber acknowledges and is aware that there has never been any representation, guarantee or warranty made by the Company or any officer, director, employee or agent or representative of the Company, expressly or by implication, as to (i) the approximate or exact length of time that it/he will be required to remain an owner of the Shares and the Conversion Shares; (ii) the percentage of profit and/or amount of or type of consideration, profit or loss to be realized, if any, as a result of this investment; or (iii) that the limited past performance or experience on the part of the Company, or any future expectations will in any way indicate the predictable results of the ownership of the Shares and the Conversion Shares or of the overall financial performance of the Company. (i) Such Subscriber represents and warrants that it/he is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. (j) As of the date of this Agreement, such Subscriber and its affiliates do not have, and during the 30-day period prior to the date of this Agreement, such Subscriber and its affiliates have not entered into, any “put equivalent position” as such term is defined in Rule 16a-1 under the Exchange Act or short sale positions with respect to the Common Stock of the Company.

Representations and Warranties of each Subscriber. Each Subscriber hereby represents and warrants to the Company as followswarrants: (a) It/he that such Subscriber is acquiring an “accredited investor” (as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”); (b) that such Subscriber or such Subscriber’s representative has had access to the same kind of information concerning the Company that is required by Schedule A of the Act, to the extent that the Company possesses such information; (c) that such Subscriber has received a copy of the Company’s Registration Statement on Form S-1 and such other information as such Subscriber may have requested from the Company; (d) that such Subscriber has such knowledge and experience in financial and business matters that it is capable of utilizing the information that is available to it concerning the Company to evaluate the risks of investment in the Company including the risk that it could lose its entire investment in the Company; (e) that such Subscriber understands that the Shares have not been registered under the Act, the securities laws of any state or the securities laws of any other jurisdiction, and that the Shares must be held indefinitely, are subject to restrictions on sale and Transfer (as defined below) and any sale or Transfer permitted under the terms of this Agreement must be registered under the Act and such other securities laws unless an exemption from registration under the Act and such other securities laws covering the sale or Transfer of the Shares is available; (f) that the Shares are being purchased by such Subscriber for its/his such Subscriber’s own account, sole benefit and account for investment and not with a view to, or for resale in connection with, any distribution or a public offering thereof within the meaning of the Securities Act, and applicable state securities laws.or distribution thereof; (bg) It/he that such Subscriber understands that (i) the certificate or certificates representing the Shares (if certificated) may be impressed with a legend stating that the Shares are subject to restrictions on sale and the Conversion Shares (A) Transfer and have not been registered under the Securities Act or any state securities laws, (B) will be issued in reliance upon an exemption from the registration laws and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) and/or Regulation D thereof and (C) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings, and (ii) it/he must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws setting out or is exempt therefrom. It/he further understands that such exemptions depend upon, among other things, the bona fide nature of the investment intent of it/him expressed herein. Pursuant referring to the foregoing, it/he acknowledges that restrictions on the certificates representing each of the Shares Transferability and the Conversion Shares shall bear a restrictive legend substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS (I) REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OR (II) AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE BOTH REASONABLY SATISFACTORY TO THE COMPANY, HAS BEEN DELIVERED TO THE COMPANY AND SUCH OPINION STATES THAT THE SECURITIES MAY BE TRANSFERRED WITHOUT SUCH REGISTRATION.” (c) Such Subscriber has knowledge, skill and experience in financial, business and investment matters relating to an investment of this type and is capable of evaluating the merits and risks of such investment and protecting its interest in connection with the acquisition resale of the Shares. Such Subscriber understands that the acquisition of the Shares is a speculative investment and involves substantial risks and that it/he could lose its/his entire investment in the Shares. Such Subscriber has retained, at its own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of purchasing and owning the Shares. Such Subscriber has the ability to bear the economic risks of its/his investment in the Company, including a complete loss of the investment, and it/he has no need for liquidity in such investment. (d) Such Subscriber has been furnished by the Company all information (or provided access to all information) regarding the business and financial condition of the Company, its expected plans for future business activities, the attributes of the Shares and the Conversion Shares and the merits and risks of an investment in the Shares which it/he has requested or otherwise needs to evaluate the investment in the Company. (e) Such Subscriber is in receipt of, and Xxxxxxx’x officers have carefully read, the following items: (i) Annual Report on Form 10-K for the period ended June 30, 2012 filed by the Company with the SEC; (ii) Quarterly Report on Form 10-Q for the period ended September 30, 2012, December 31, 2012 and March 31, 2013, filed by the Company with the SEC; and (iiih) All Current Reports on Form 8-K filed by the Company with the SEC subsequent to June 30, 2013 (together with the exhibits thereto, collectively, along with items (i) and (ii) above, the “Disclosure Documents”). (f) In making the proposed investment decision, that such Subscriber is relying solely on investigations made by it/him and their respective representatives. (g) Such Subscriber acknowledges understands that it/he has been advised that: (i) The stop Transfer instructions in respect of the Shares and the Conversion Shares to may be issued to it/him have not been approved any Transfer agent, Transfer clerk or disapproved by the SEC or other agent at any state securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy of any representations by the Company. Any representation to the contrary is a criminal offense. (ii) In making an investment decision, such Subscriber must rely on its/his own examination of the Company, including the merits and risks involved in an investment in the Shares and the Conversion Shares. The Shares and the Conversion Shares have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of any representation. Any representation to the contrary is a criminal offense. (iii) The Shares and the Conversion Shares will be “Restricted Securities” within the meaning of Rule 144 under the Securities Act, are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws, pursuant to registration or exemption therefrom. Such Subscriber is aware that it/he may be required to bear the financial risks of this investment time acting for an indefinite period of time. (h) Such Subscriber acknowledges and is aware that there has never been any representation, guarantee or warranty made by the Company or any officer, director, employee or agent or representative of the Company, expressly or by implication, as to (i) the approximate or exact length of time that it/he will be required to remain an owner of the Shares and the Conversion Shares; (ii) the percentage of profit and/or amount of or type of consideration, profit or loss to be realized, if any, as a result of this investment; or (iii) that the limited past performance or experience on the part of the Company, or any future expectations will in any way indicate the predictable results of the ownership of the Shares and the Conversion Shares or of the overall financial performance of the Company. (i) Such Subscriber represents and warrants that it/he is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. (j) As of the date of this Agreement, such Subscriber and its affiliates do not have, and during the 30-day period prior to the date of this Agreement, such Subscriber and its affiliates have not entered into, any “put equivalent position” as such term is defined in Rule 16a-1 under the Exchange Act or short sale positions with respect to the Common Stock of the Company.

Representations and Warranties of each Subscriber. Each Subscriber hereby represents and warrants to the Company as followswarrants: (a) It/he that such Subscriber is acquiring (i) an “accredited investor” (as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) and (ii) has sufficient knowledge and experience in financial and business matters, either alone or with the aid of a purchaser representative, to evaluate and understand the merits and risks of the investment, including the risk that it could lose its entire investment; (b) that such Subscriber or such Subscriber’s representative has had access to the same kind of information concerning the Company that is required by Schedule A of the Securities Act, to the extent that the Company possesses such information; (c) that such Subscriber has received a copy of Amendment No. 1 to the Company’s Registration Statement on Form S-1, filed July 28, 2021, and such other information as such Subscriber may have reasonably requested from the Company; (d) that such Subscriber understands that the Shares have not been registered under the Act, the securities laws of any state or the securities laws of any other jurisdiction, and that the Shares must be held indefinitely, are subject to restrictions on sale, disposition and other transfer and any sale, disposition or other transfer permitted under the terms of this Agreement must be registered under the Securities Act and such other securities laws unless an exemption from registration under the Securities Act and such other securities laws covering the sale, disposition or other transfer of the Shares is available; (e) that the Shares are being purchased by such Subscriber for its/his such Subscriber’s own account, sole benefit and account for investment and not with a view to, or for resale in connection with, any distribution or a public offering thereof within the meaning of the Securities Act, and applicable state securities laws.or distribution thereof; (bf) It/he that such Subscriber understands that (i) the certificate or certificates representing the Shares and (if certificated) may be impressed with a legend stating that the Conversion Shares (A) have not been registered under the Securities Act or any state securities laws, (B) will be issued in reliance upon an exemption from the registration laws and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) and/or Regulation D thereof and (C) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings, and (ii) it/he must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws setting out or is exempt therefrom. It/he further understands that such exemptions depend upon, among other things, the bona fide nature of the investment intent of it/him expressed herein. Pursuant referring to the foregoing, it/he acknowledges that restrictions on the certificates representing each of the Shares transferability and the Conversion Shares shall bear a restrictive legend substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS (I) REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OR (II) AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE BOTH REASONABLY SATISFACTORY TO THE COMPANY, HAS BEEN DELIVERED TO THE COMPANY AND SUCH OPINION STATES THAT THE SECURITIES MAY BE TRANSFERRED WITHOUT SUCH REGISTRATION.” (c) Such Subscriber has knowledge, skill and experience in financial, business and investment matters relating to an investment of this type and is capable of evaluating the merits and risks of such investment and protecting its interest in connection with the acquisition resale of the Shares. Such Subscriber understands that the acquisition of the Shares is a speculative investment ; and involves substantial risks and that it/he could lose its/his entire investment in the Shares. Such Subscriber has retained, at its own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of purchasing and owning the Shares. Such Subscriber has the ability to bear the economic risks of its/his investment in the Company, including a complete loss of the investment, and it/he has no need for liquidity in such investment. (d) Such Subscriber has been furnished by the Company all information (or provided access to all information) regarding the business and financial condition of the Company, its expected plans for future business activities, the attributes of the Shares and the Conversion Shares and the merits and risks of an investment in the Shares which it/he has requested or otherwise needs to evaluate the investment in the Company. (e) Such Subscriber is in receipt of, and Xxxxxxx’x officers have carefully read, the following items: (i) Annual Report on Form 10-K for the period ended June 30, 2012 filed by the Company with the SEC; (ii) Quarterly Report on Form 10-Q for the period ended September 30, 2012, December 31, 2012 and March 31, 2013, filed by the Company with the SEC; and (iii) All Current Reports on Form 8-K filed by the Company with the SEC subsequent to June 30, 2013 (together with the exhibits thereto, collectively, along with items (i) and (ii) above, the “Disclosure Documents”). (f) In making the proposed investment decision, such Subscriber is relying solely on investigations made by it/him and their respective representatives.DOCPROPERTY "Keywords" \* MERGEFORMAT Doc#: US1:14741212v6 (g) Such that such Subscriber acknowledges understands that it/he has been advised that: (i) The stop Transfer instructions in respect of the Shares and the Conversion Shares to may be issued to it/him have not been approved or disapproved by the SEC or any state securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy of any representations by the Company. Any representation to the contrary is a criminal offense. (ii) In making an investment decision, such Subscriber must rely on its/his own examination transfer agent of the Companyshares of Class B Common Stock, including the merits and risks involved in an investment in the Shares and the Conversion Shares. The Shares and the Conversion Shares have not been recommended by transfer clerk or other agent at any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of any representation. Any representation to the contrary is a criminal offense. (iii) The Shares and the Conversion Shares will be “Restricted Securities” within the meaning of Rule 144 under the Securities Act, are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws, pursuant to registration or exemption therefrom. Such Subscriber is aware that it/he may be required to bear the financial risks of this investment time acting for an indefinite period of time. (h) Such Subscriber acknowledges and is aware that there has never been any representation, guarantee or warranty made by the Company or any officer, director, employee or agent or representative of the Company, expressly or by implication, as to (i) the approximate or exact length of time that it/he will be required to remain an owner of the Shares and the Conversion Shares; (ii) the percentage of profit and/or amount of or type of consideration, profit or loss to be realized, if any, as a result of this investment; or (iii) that the limited past performance or experience on the part of the Company, or any future expectations will in any way indicate the predictable results of the ownership of the Shares and the Conversion Shares or of the overall financial performance of the Company. (i) Such Subscriber represents and warrants that it/he is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. (j) As of the date of this Agreement, such Subscriber and its affiliates do not have, and during the 30-day period prior to the date of this Agreement, such Subscriber and its affiliates have not entered into, any “put equivalent position” as such term is defined in Rule 16a-1 under the Exchange Act or short sale positions with respect to the Common Stock of the Company.

Representations and Warranties of each Subscriber. Each Subscriber hereby represents and warrants to the Company as followswarrants: (a) It/he that such Subscriber is acquiring an “accredited investor” (as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”); (b) that such Subscriber or such Subscriber’s representative has had access to the same kind of information concerning the Company that is required by Schedule A of the Act, to the extent that the Company possesses such information; (c) that such Subscriber has received a copy of the Company’s Registration Statement on Amendment No. 4 to Form S-1, dated April 6, 2015, and such other information as such Subscriber may have requested from the Company; (d) that such Subscriber has such knowledge and experience in financial and business matters that it is capable of utilizing the information that is available to it concerning the Company to evaluate the risks of investment in the Company including the risk that it could lose its entire investment in the Company; (e) that such Subscriber understands that the Shares have not been registered under the Act, the securities laws of any state or the securities laws of any other jurisdiction, and that the Shares must be held indefinitely, are subject to restrictions on sale and Transfer (as defined below) and any sale or Transfer permitted under the terms of this Agreement must be registered under the Act and such other securities laws unless an exemption from registration under the Act and such other securities laws covering the sale or Transfer of the Shares is available; (f) that the Shares are being purchased by such Subscriber for its/his such Subscriber’s own account, sole benefit and account for investment and not with a view to, or for resale in connection with, any distribution or a public offering thereof within the meaning of the Securities Act, and applicable state securities laws.or distribution thereof; (bg) It/he that such Subscriber understands that (i) the certificate or certificates representing the Shares (if certificated) may be impressed with a legend stating that the Shares are subject to restrictions on sale and the Conversion Shares (A) Transfer and have not been registered under the Securities Act or any state securities laws, (B) will be issued in reliance upon an exemption from the registration laws and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) and/or Regulation D thereof and (C) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings, and (ii) it/he must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws setting out or is exempt therefrom. It/he further understands that such exemptions depend upon, among other things, the bona fide nature of the investment intent of it/him expressed herein. Pursuant referring to the foregoing, it/he acknowledges that restrictions on the certificates representing each of the Shares Transferability and the Conversion Shares shall bear a restrictive legend substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS (I) REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OR (II) AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE BOTH REASONABLY SATISFACTORY TO THE COMPANY, HAS BEEN DELIVERED TO THE COMPANY AND SUCH OPINION STATES THAT THE SECURITIES MAY BE TRANSFERRED WITHOUT SUCH REGISTRATION.” (c) Such Subscriber has knowledge, skill and experience in financial, business and investment matters relating to an investment of this type and is capable of evaluating the merits and risks of such investment and protecting its interest in connection with the acquisition resale of the Shares. Such Subscriber understands that the acquisition of the Shares is a speculative investment and involves substantial risks and that it/he could lose its/his entire investment in the Shares. Such Subscriber has retained, at its own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of purchasing and owning the Shares. Such Subscriber has the ability to bear the economic risks of its/his investment in the Company, including a complete loss of the investment, and it/he has no need for liquidity in such investment. (d) Such Subscriber has been furnished by the Company all information (or provided access to all information) regarding the business and financial condition of the Company, its expected plans for future business activities, the attributes of the Shares and the Conversion Shares and the merits and risks of an investment in the Shares which it/he has requested or otherwise needs to evaluate the investment in the Company. (e) Such Subscriber is in receipt of, and Xxxxxxx’x officers have carefully read, the following items: (i) Annual Report on Form 10-K for the period ended June 30, 2012 filed by the Company with the SEC; (ii) Quarterly Report on Form 10-Q for the period ended September 30, 2012, December 31, 2012 and March 31, 2013, filed by the Company with the SEC; and (iiih) All Current Reports on Form 8-K filed by the Company with the SEC subsequent to June 30, 2013 (together with the exhibits thereto, collectively, along with items (i) and (ii) above, the “Disclosure Documents”). (f) In making the proposed investment decision, that such Subscriber is relying solely on investigations made by it/him and their respective representatives. (g) Such Subscriber acknowledges understands that it/he has been advised that: (i) The stop Transfer instructions in respect of the Shares and the Conversion Shares to may be issued to it/him have not been approved any Transfer agent, Transfer clerk or disapproved by the SEC or other agent at any state securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy of any representations by the Company. Any representation to the contrary is a criminal offense. (ii) In making an investment decision, such Subscriber must rely on its/his own examination of the Company, including the merits and risks involved in an investment in the Shares and the Conversion Shares. The Shares and the Conversion Shares have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of any representation. Any representation to the contrary is a criminal offense. (iii) The Shares and the Conversion Shares will be “Restricted Securities” within the meaning of Rule 144 under the Securities Act, are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws, pursuant to registration or exemption therefrom. Such Subscriber is aware that it/he may be required to bear the financial risks of this investment time acting for an indefinite period of time. (h) Such Subscriber acknowledges and is aware that there has never been any representation, guarantee or warranty made by the Company or any officer, director, employee or agent or representative of the Company, expressly or by implication, as to (i) the approximate or exact length of time that it/he will be required to remain an owner of the Shares and the Conversion Shares; (ii) the percentage of profit and/or amount of or type of consideration, profit or loss to be realized, if any, as a result of this investment; or (iii) that the limited past performance or experience on the part of the Company, or any future expectations will in any way indicate the predictable results of the ownership of the Shares and the Conversion Shares or of the overall financial performance of the Company. (i) Such Subscriber represents and warrants that it/he is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. (j) As of the date of this Agreement, such Subscriber and its affiliates do not have, and during the 30-day period prior to the date of this Agreement, such Subscriber and its affiliates have not entered into, any “put equivalent position” as such term is defined in Rule 16a-1 under the Exchange Act or short sale positions with respect to the Common Stock of the Company.

Representations and Warranties of each Subscriber. Each Subscriber hereby represents and warrants to the Company as followswarrants: (a) It/he that such Subscriber is acquiring (i) an “accredited investor” (as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) and (ii) has sufficient knowledge and experience in financial and business matters, either alone or with the aid of a purchaser representative, to evaluate and understand the merits and risks of the investment, including the risk that it could lose its entire investment; (b) that such Subscriber or such Subscriber’s representative has had access to the same kind of information concerning the Company that is required by Schedule A of the Securities Act, to the extent that the Company possesses such information; (c) that such Subscriber has received a copy of the Company’s Registration Statement on [Amendment No.[__]] to Form S-1, dated [____], 2021, and such other information as such Subscriber may have reasonably requested from the Company; (d) that such Subscriber understands that the Shares have not been registered under the Act, the securities laws of any state or the securities laws of any other jurisdiction, and that the Shares must be held indefinitely, are subject to restrictions on sale, disposition and other transfer and any sale, disposition or other transfer permitted under the terms of this Agreement must be registered under the Securities Act and such other securities laws unless an exemption from registration under the Securities Act and such other securities laws covering the sale, disposition or other transfer of the Shares is available; (e) that the Shares are being purchased by such Subscriber for its/his such Subscriber’s own account, sole benefit and account for investment and not with a view to, or for resale in connection with, any distribution or a public offering thereof within the meaning of the Securities Act, and applicable state securities laws.or distribution thereof; (bf) It/he that such Subscriber understands that (i) the certificate or certificates representing the Shares and (if certificated) may be impressed with a legend stating that the Conversion Shares (A) have not been registered under the Securities Act or any state securities laws, (B) will be issued in reliance upon an exemption from the registration laws and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) and/or Regulation D thereof and (C) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings, and (ii) it/he must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws setting out or is exempt therefrom. It/he further understands that such exemptions depend upon, among other things, the bona fide nature of the investment intent of it/him expressed herein. Pursuant referring to the foregoing, it/he acknowledges that restrictions on the certificates representing each of the Shares transferability and the Conversion Shares shall bear a restrictive legend substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS (I) REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OR (II) AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE BOTH REASONABLY SATISFACTORY TO THE COMPANY, HAS BEEN DELIVERED TO THE COMPANY AND SUCH OPINION STATES THAT THE SECURITIES MAY BE TRANSFERRED WITHOUT SUCH REGISTRATION.” (c) Such Subscriber has knowledge, skill and experience in financial, business and investment matters relating to an investment of this type and is capable of evaluating the merits and risks of such investment and protecting its interest in connection with the acquisition resale of the Shares. Such Subscriber understands that the acquisition of the Shares is a speculative investment and involves substantial risks and that it/he could lose its/his entire investment in the Shares. Such Subscriber has retained, at its own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of purchasing and owning the Shares. Such Subscriber has the ability to bear the economic risks of its/his investment in the Company, including a complete loss of the investment, and it/he has no need for liquidity in such investment. (d) Such Subscriber has been furnished by the Company all information (or provided access to all information) regarding the business and financial condition of the Company, its expected plans for future business activities, the attributes of the Shares and the Conversion Shares and the merits and risks of an investment in the Shares which it/he has requested or otherwise needs to evaluate the investment in the Company. (e) Such Subscriber is in receipt of, and Xxxxxxx’x officers have carefully read, the following items: (i) Annual Report on Form 10-K for the period ended June 30, 2012 filed by the Company with the SEC; (ii) Quarterly Report on Form 10-Q for the period ended September 30, 2012, December 31, 2012 and March 31, 2013, filed by the Company with the SEC; and (iiig) All Current Reports on Form 8-K filed by the Company with the SEC subsequent to June 30, 2013 (together with the exhibits thereto, collectively, along with items (i) and (ii) above, the “Disclosure Documents”). (f) In making the proposed investment decision, that such Subscriber is relying solely on investigations made by it/him and their respective representatives. (g) Such Subscriber acknowledges understands that it/he has been advised that: (i) The stop Transfer instructions in respect of the Shares and the Conversion Shares to may be issued to it/him have not been approved or disapproved by the SEC or any state securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy of any representations by the Company. Any representation to the contrary is a criminal offense. (ii) In making an investment decision, such Subscriber must rely on its/his own examination transfer agent of the Companyshares of Class B Common Stock, including the merits and risks involved in an investment in the Shares and the Conversion Shares. The Shares and the Conversion Shares have not been recommended by transfer clerk or other agent at any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of any representation. Any representation to the contrary is a criminal offense. (iii) The Shares and the Conversion Shares will be “Restricted Securities” within the meaning of Rule 144 under the Securities Act, are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws, pursuant to registration or exemption therefrom. Such Subscriber is aware that it/he may be required to bear the financial risks of this investment time acting for an indefinite period of time. (h) Such Subscriber acknowledges and is aware that there has never been any representation, guarantee or warranty made by the Company or any officer, director, employee or agent or representative of the Company, expressly or by implication, as to (i) the approximate or exact length of time that it/he will be required to remain an owner of the Shares and the Conversion Shares; (ii) the percentage of profit and/or amount of or type of consideration, profit or loss to be realized, if any, as a result of this investment; or (iii) that the limited past performance or experience on the part of the Company, or any future expectations will in any way indicate the predictable results of the ownership of the Shares and the Conversion Shares or of the overall financial performance of the Company. (i) Such Subscriber represents and warrants that it/he is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. (j) As of the date of this Agreement, such Subscriber and its affiliates do not have, and during the 30-day period prior to the date of this Agreement, such Subscriber and its affiliates have not entered into, any “put equivalent position” as such term is defined in Rule 16a-1 under the Exchange Act or short sale positions with respect to the Common Stock of the Company.