Common use of REPRESENTATIONS AND WARRANTIES OF PURCHASERS Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser severally represents and warrants to the Company that: (a) he, she or it has full power and authority to enter into and perform this Agreement in accordance with its terms, and, if it is not a natural person, it was not organized for the specific purpose of acquiring the Notes or the Warrants; (b) he, she or it has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof; (c) he, she or it has made an investigation of the Company and its business as it deemed necessary and has had an opportunity to discuss and review the Company’s business, management and financial affairs with the Company’s management as it deemed necessary; (d) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants), as applicable, being purchased by such Purchaser are being acquired for the Purchaser’s own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof; (e) he, she or it understands that (i) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 504, 505 or 506 promulgated under the Securities Act, (ii) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, (iii) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) will bear a legend to such effect and (iv) the Company will make a notation on its transfer books to such effect; (f) this Agreement has been duly executed and delivered by such Purchaser and constitutes the legal, valid and binding obligation of such Purchaser, enforceable in accordance with the terms of the Agreement; and (g) he, she or it is an Accredited Investor as that term is defined in Rule 501(a) promulgated under the Securities Act.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser Purchaser, severally and not jointly, hereby represents and warrants to to, and agrees with, the Company thatas of the date such Purchaser executes this Subscription Agreement, as follows: (a) he, she or it (i) Such Purchaser has full power received and authority to enter into has read and perform fully understands this Agreement in accordance with its terms, and, if it is not a natural person, it was not organized for the specific purpose of acquiring the Notes or the Warrants;Subscription Agreement. (bii) he, she Such Purchaser acknowledges and understands that an investment in the Company will involve substantial risks. Such Purchaser or it its advisor(s) has sufficient had a reasonable opportunity to ask questions of and receive answers from a Person or Persons acting on behalf of the Company concerning the Company and the Offering and all such questions have been answered to the full satisfaction of such Purchaser. (iii) No oral or written representations have been made other than as stated in this Subscription Agreement. (iv) Such Purchaser has such knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development financial, tax and business matters so as to be able enable it to utilize the information made available to it in connection with the Offering, to evaluate the merits and risks and merits of its an investment in the Company Shares and it to make an informed decision with respect thereto; such Purchaser acknowledges that there is able financially to bear a significant risk of loss of all or a portion of such Purchaser’s investment in the risks thereof;Shares. (cv) he, she Such Purchaser is not subscribing for the Shares pursuant to a general solicitation or it has made an investigation of the Company and its business as it deemed necessary and has had an opportunity to discuss and review general advertisement by the Company’s business, management and financial affairs with the Company’s management as it deemed necessary;. (dvi) The Shares are “restricted securities” as defined in Rule 144 under the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) Act and the Warrants (including the Warrant Shares issued upon exercise of the Warrants), as applicable, being purchased by such Purchaser are being acquired for the Purchaser’s own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof; (e) he, she or it understands that (i) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) have not been registered under the Securities Act by reason of their issuance in a transaction exempt or any state securities laws. The Shares are highly illiquid. Until the Registration Statement (as hereinafter defined) is declared effective, the Shares will not be registered under the Securities Act or any state securities laws and, thus, will not be freely tradable or eligible for resale, unless an exemption from the registration requirements of the Securities Act pursuant Act, including Rule 144, is available. No Purchaser will be able to Section 4(2rely on Rule 144 to sell the Shares unless the sale complies with the conditions of that rule, including satisfaction of such Purchaser’s holding period. An active public market for the Company’s Common Stock may not develop or be sustained. In addition, the number of unrestricted shares of the Company in the public float may represent only a small percentage of the shares of Common Stock outstanding. (b) thereof or Such Purchaser is an “accredited investor” within the meaning of Rule 504501(d), 505 or 506 as promulgated under the Securities ActAct because (i) such Purchaser is an organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership not formed for the specific purpose of acquiring the Shares, with total assets in excess of $5,000,000, or (ii) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion because such Purchaser is an entity in which all of the Notesequity owners are accredited investors. (c) Such Purchaser’s overall commitment to investments which are not readily marketable is not excessive in relation to its net worth. (A) Such Purchaser has all requisite power and authority to execute and deliver this Subscription Agreement, (B) the execution and delivery by such Purchaser of this Subscription Agreement and the Warrants (including the Warrant Shares issued upon exercise performance by it of the Warrants) must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from its obligations hereunder have been duly authorized by all necessary action of such registrationPurchaser, (iii) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) will bear a legend to such effect and (iv) the Company will make a notation on its transfer books to such effect; (fC) this Subscription Agreement has been duly and validly executed and delivered by such Purchaser and constitutes the legal, valid and binding obligation obligations of such Purchaser, and (D) this Subscription Agreement is enforceable against each Purchaser in accordance with its terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency, reorganization or similar laws affecting generally the terms enforcement of creditors’ rights and the relief of debtors. (e) Such Purchaser acknowledges: (i) Such Purchaser consents to the placement of the Agreementfollowing legend on any certificate or other document evidencing its portion of the Shares: THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND HAVE BEEN SOLD IN RELIANCE UPON EXEMPTIONS THEREFROM. THESE SECURITIES MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THESE SECURITIES UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM. (ii) The representations, warranties, and agreements of such Purchaser contained herein shall survive the execution and delivery of this Subscription Agreement and the purchase of the Shares; and (giii) heExcept as set forth in this paragraph, she following the Closing, the Purchasers may transfer any portion of the Shares at any time and from time to time without restriction. In connection with any transfer or it attempted transfer of Shares pursuant to an exemption from the registration requirements of the Act, the Company shall be permitted to require in its sole discretion an opinion of counsel reasonably satisfactory to the Company that such transfer is an Accredited Investor as exempt from registration, provided, that term is defined in Rule 501(a) promulgated under any Purchaser may transfer all or any portion of its respective portion of the Securities ActShares to its affiliates without restriction.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each By signing this Agreement, each undersigned Purchaser severally hereby represents and warrants to the Company thatas follows as an inducement to the Company to accept the subscription of the Purchaser: (aA) he, she or it has full power The Purchaser acknowledges and authority to enter into and perform this Agreement in accordance with its terms, and, if it is not a natural person, it was not organized for the specific purpose of acquiring the Notes or the Warrants; (b) he, she or it has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof; (c) he, she or it has made an investigation of the Company and its business as it deemed necessary and has had an opportunity to discuss and review the Company’s business, management and financial affairs with the Company’s management as it deemed necessary; (d) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants), as applicable, being purchased by such Purchaser are being acquired for the Purchaser’s own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof; (e) he, she or it understands agrees that (i) the Notes (including offering and sale of the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, are intended to be issued upon conversion exempt from registration under the Securities Act by virtue of Section 4(2) of the NotesSecurities Act and/or Regulation D promulgated thereunder, (ii) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) Securities have not been registered under the Securities Act and (iii) that the Company has represented to the Purchaser (assuming the veracity of the representations of the Purchaser made herein that the Securities have been offered and sold by the Company in reliance upon an exemption from registration provided in Section 4(2) of the Securities Act and Regulation D thereunder. In accordance therewith and in furtherance thereof, the Purchaser represents and warrants to and agrees with the Company that it is an accredited investor (as defined in Rule 501 promulgated under the Securities Act) for the reason indicated in Article I of their issuance this Subscription Agreement. (B) The Purchaser hereby represents and warrants that the Purchaser is acquiring the Securities hereunder for its own account for investment and not with a view to distribution, and with no present intention of distributing the Securities or selling the Securities for distribution. The Purchaser understands that the Securities are being sold to the Purchaser in a transaction which is exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 504Act. Accordingly, 505 or 506 promulgated under the Purchaser acknowledges that it has been advised that the Securities Act, (ii) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) must be held indefinitely unless a subsequent disposition thereof is have not been registered under the Securities Act and are being sold by the Company in reliance upon the veracity of the Purchaser’s representations contained herein and upon the exemption from the registration requirements provided by the Securities Act and the securities laws of all applicable states. The Purchaser’s acquisition of the Securities shall constitute a confirmation of the foregoing representation and warranty and understanding thereof. (C) The Purchaser (or its “Purchaser Representative”, if any) has such knowledge and experience in financial and business matters as is exempt from required for evaluating the merits and risks of making this investment, and the Purchaser or its Purchaser Representative(s) has received such registrationinformation requested by the Purchaser concerning the business, (iii) management and financial affairs of the Notes (including Company in order to evaluate the Qualifying Financing Securities merits and risks of making this investment. Further, the Purchaser acknowledges that the Purchaser has had the opportunity to ask questions of, and receive answers from, the officers of the Company concerning the terms and conditions of this investment and to obtain information relating to the organization, operation and business of the Company and of the Company’s contracts, agreements and obligations or needed to verify the accuracy of any information contained herein or any other information about the Company. Except as set forth in this Agreement, no representation or warranty is made by the Company to induce the Purchaser to make this investment, and any representation or warranty not made herein or therein is specifically disclaimed and no information furnished to the Purchaser or the shares Purchaser’s advisor(s) in connection with the sale were in any way inconsistent with the information stated herein. The Purchaser further understands and acknowledges that no person has been authorized by the Company to make any representations or warranties concerning the Company, including as to the accuracy or completeness of Existing Preferred Stockthe information contained in this Agreement. (D) The Purchaser is making the foregoing representations and warranties with the intent that they may be relied upon by the Company in determining the suitability of the sale of the Securities to the Purchaser for purposes of federal and state securities laws. Accordingly, each Purchaser represents and warrants that the information stated herein is true, accurate and complete, and agrees to notify and supply corrective information promptly to the Company as provided above if any of such information becomes inaccurate or incomplete. The Purchaser has completed this Agreement and Questionnaire, has delivered it herewith and represents and warrants that it is accurate and true in all respects and that it accurately and completely sets forth the case may befinancial condition of the Purchaser on the date hereof. The Purchaser has no reason to expect there will be any material adverse change in its financial condition and will advise the Company of any such changes occurring prior to the closing or termination of the Offering. (E) The Purchaser is not subscribing for any of the Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, any seminar or meeting, or any solicitation of a subscription by a person not previously known to the Purchaser in connection with investments in Securities generally. (F) The Purchaser has received or obtained access to certain information regarding the Company, including this Agreement, the SEC Reports and other accompanying documents of the Company receipt of which is hereby acknowledged. The Purchaser has carefully reviewed all information provided to it and has carefully evaluated and understands the risks described therein related to the Company and an investment in the Company, and understands and has relied only on the information provided to it in writing by the Company relating to this investment. No agent prepared any of the information to be issued upon conversion delivered to prospective investors in connection with this transaction. Prospective investors are advised to conduct their own review of the Notes) business, properties and the Warrants (including the Warrant Shares issued upon exercise affairs of the WarrantsCompany before subscribing to purchase the Securities. (G) will bear a legend to such effect The Purchaser also understands and (iv) agrees that, although the Company will make a notation on use its transfer books best efforts to keep the information provided in this Agreement strictly confidential, the Company or its counsel may present this Agreement and the information provided in answer to it to such effect;parties as they may deem advisable if called upon to establish the availability under any federal or state securities laws of an exemption from registration of the private placement or if the contents thereof are relevant to any issue in any action, suit or proceeding to which the Company or its affiliates is a party, or by which they are or may be bound or as otherwise required by law or regulatory authority. (fH) The individual signing below on behalf of any entity hereby warrants and represents that he/she is authorized to execute this Agreement on behalf of such entity. If an individual, the Purchaser has reached the age of majority in the state in which the Purchaser resides. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action, if any, in respect thereof on the part of Purchasers and no other proceedings on the part of Purchasers are necessary to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Purchaser Purchasers and constitutes the legal, a valid and binding obligation of such PurchaserPurchasers, enforceable against Purchasers in accordance with its terms (subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (whether applied in a proceeding in equity or at law)). (I) The Purchaser is aware that the terms offering of the Agreement; andSecurities involves securities for which only a limited trading market exists, thereby requiring any investment to be maintained for an indefinite period of time. The purchase of the Securities involves risks which the Purchaser has evaluated, and the Purchaser is able to bear the economic risk of the purchase of such Securities and the loss of its entire investment. The undersigned is able to bear the substantial economic risk of the investment for an indefinite period of time, has no need for liquidity in such investment and can afford a complete loss of such investment. The Purchaser’s overall commitment to investments that are not readily marketable is not, and his acquisition of the Securities will not cause such overall commitment to become, disproportionate to his net worth and the Purchaser has adequate means of providing for its current needs and contingencies. (gJ) heThe Purchaser acknowledges and agrees that there is no “minimum” offering amount for the Securities offered hereby. The Purchaser acknowledges and agrees that funds may be immediately released to the Company. (K) In entering into this Agreement and in purchasing the Securities, she the Purchaser further acknowledges that: (i) The Company has informed the Purchaser that the Securities have not been offered for sale by means of general advertising or solicitation and the Purchaser acknowledges that it has either a pre-existing personal or business relationship with either the Company or any of its officers, directors or controlling person, of a nature and duration such as would enable a reasonable prudent investor to be aware of the character, business acumen, and general business and financial circumstances of the Company and an investment in the Securities. (ii) Neither the Securities nor any interest therein may be resold by the Purchaser in the absence of a registration under the Securities Act or an exemption from registration. In particular, the Purchaser is an Accredited Investor aware that all of the foregoing described Securities will be “restricted securities”, as that such term is defined in Rule 501(a) 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144, unless the conditions thereof are met. Other than set forth in this Agreement, the Company has no obligation to register any securities purchased or issuable hereunder. (iii) The following legends (or similar language) shall be placed on the certificate(s) or other instruments evidencing the Securities: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH NOTES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH NOTES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH NOTES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS. (iv) The Company may at any time place a stop transfer order on its transfer books against the Securities. Such stop order will be removed, and further transfer of the Securities will be permitted, upon an effective registration of the respective Securities, or the receipt by the Company of an opinion of counsel satisfactory to the Company that such further transfer may be effected pursuant to an applicable exemption from registration. (L) The Company has employed its own legal counsel in connection with the Offering. The Purchasers have not been represented by independent counsel in connection with the preparation of this Agreement or the terms of this Offering and no investigation of the merits or fairness of the Offering has been conducted on behalf of the Purchasers. Prospective Purchasers should consult with their own legal, tax and financial advisors with respect to the Offering made pursuant to this Agreement. (M) (insert name of Purchaser Representative: if none leave blank) has acted as the Purchaser’s Purchaser Representative for purposes of the private placement exemption under the Act. If the Purchaser has appointed a Purchaser Representative (which term is used herein with the same meaning as given in Rule 501(h) of Regulation D), the Purchaser has been advised by his Purchaser Representative as to the merits and risks of an investment in the Company in general and the suitability of an investment in the Securities for the Purchaser in particular. (N) The undersigned hereby acknowledges that officers, affiliates, employees and directors of the Company and/or the Selling Agents may purchase Securities in the Offering. (O) It never has been represented, guaranteed or warranted by the Company, any of the officers, directors, stockholders, partners, employees or agents of the Company, or any other persons, whether expressly or by implication, that: (i) the Company or the Purchasers will realize any given percentage of profits and/or amount or type of consideration, profit or loss as a result of the Company’s activities or the Purchaser’s investment in the Company; or (ii) the past performance or experience of the management of the Company, or of any other person, will in any way indicate the predictable results of the ownership of the Securities or of the Company’s activities. (P) The Purchaser acknowledges that any delivery to it of this Agreement relating to the Securities prior to the determination by the Company of its suitability as a Purchaser shall not constitute an offer of the Securities until such determination of suitability shall be made, and the Purchaser hereby agrees that it shall promptly return this Agreement and the other Offering documents to the Company upon request. The Purchaser understands that the Company shall have the right to accept or reject this subscription in whole or in part. Unless this subscription is accepted in whole or in part by the Company this subscription shall be deemed rejected in whole.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser severally represents and warrants to the Company that: : (a) he, she or it has full power and authority to enter into and perform this Agreement in accordance with its terms, and, if it is not a natural person, and it was not organized for the specific purpose of acquiring the Notes or the Warrants; Notes, (b) he, she or it has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof; , (c) he, she or it has made an investigation of the Company and its business as it has deemed necessary and necessary, has had an opportunity to discuss and review the Company’s business, management and financial affairs with the Company’s management as it has deemed necessary; necessary and all questions it has posed to management have been answered to its satisfaction (the foregoing, however, does not limit or modify the representations and warranties of the Company in Article IV of this Agreement or the right of the Purchasers to rely on such representations and warranties), (d) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants), as applicable, being purchased by such Purchaser it are being acquired for the Purchaser’s its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof; , (e) he, she or it understands that (i) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) have not been registered under the Securities Act Act, by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 504, 505 or 506 promulgated under the Securities Act, (ii) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, (iii) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) will bear a legend to such effect and (iv) the Company will make a notation on its transfer books to such effect; ; (f) this Agreement has been duly executed and delivered by such Purchaser it and constitutes the legal, valid and binding obligation of such Purchaserit, enforceable in accordance with the terms of the AgreementAgreement subject to the Enforceability Exceptions; and and (g) he, she or it is an Accredited Investor “accredited investor” as that term is defined in Rule 501(a) 501 promulgated under the Securities Act. No Purchaser nor, to the extent it has them, any of its shareholders, members, managers, general or limited partners, directors, affiliates or executive officers are subject to any Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). Neither the purchase of the Notes by, nor the issuance of securities upon conversion of the Notes to, the Purchaser will subject the Company to any Disqualification Event.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser Purchaser, severally and not jointly, hereby represents and warrants to the Company that: (a) he4.1 Such Purchaser is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act. 4.2 The Shares are being acquired by such Purchaser for its own account, she only for investment purposes and not with a view to, or it for resale in connection with, any public distribution or public offering thereof within the meaning of the Securities Act. 4.3 Such purchaser, to the extent applicable, has full been duly organized or formed and is validly existing and in good standing under the laws of its jurisdiction of organization or formation and has all necessary power and authority to enter into and perform this Agreement in accordance with its terms, and, if it is not a natural person, it was not organized for and to consummate the specific purpose of acquiring the Notes or the Warrants;transactions contemplated hereby. (b) he, she or it has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as 4.4 All action necessary to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof; (c) he, she or it has made an investigation of the Company and its business as it deemed necessary and has had an opportunity to discuss and review the Company’s business, management and financial affairs with the Company’s management as it deemed necessary; (d) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants), as applicable, being purchased taken by such Purchaser are being acquired for to authorize the Purchaser’s own account for the purpose execution, delivery and performance of investment this Agreement and not with a view to or for sale all other agreements and instruments delivered by such Purchaser in connection with any distribution thereof; (e) he, she or it understands that (i) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) transactions contemplated hereby and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) have not thereby has been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 504, 505 or 506 promulgated under the Securities Act, (ii) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) duly and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, (iii) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) will bear a legend to such effect and (iv) the Company will make a notation on its transfer books to such effect; (f) this validly taken. This Agreement has been duly executed and delivered by such Purchaser and Purchaser. This Agreement constitutes the legalvalid, valid binding and binding enforceable obligation of such Purchaser, enforceable in accordance with the terms its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity. The purchase by such Purchaser of the Agreement; andShares does not conflict with the organizational documents of such Purchaser or with any material contract under which such Purchaser or its property is bound, or any laws or regulations or decree, ruling or judgment of any court applicable to such Purchaser or its property. (g) he, she or it is an Accredited Investor as 4.5 Such Purchaser understands and acknowledges that term is defined in Rule 501(a) promulgated the offering of the Shares pursuant to this Agreement will not be registered under the Securities ActAct on the grounds that the offering and sale of the Shares is exempt from registration under the Securities Act pursuant to Section 4(a)(2) thereof and exempt from registration pursuant to applicable state securities or blue sky laws, and that the Company’s reliance upon such exemptions is predicated upon such Purchaser’s representations and warranties set forth in this Agreement. Such Purchaser understands and acknowledges that the Shares will be characterized as “restricted securities” under the Securities Act and such laws and may not be sold unless the Shares are subsequently registered under the Securities Act and qualified under state law or unless an exemption from such registration and such qualification is available. 4.6 Such Purchaser (a) is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks involved in purchasing the Shares and to make an informed decision relating thereto, (b) has the ability to bear the economic risk of such Purchaser’s prospective investment in the Shares and (c) has not been offered the Shares by any form of advertisement, article, notice or other communication published in any newspaper, magazine, or similar medium; or broadcast over television or radio; or any seminar or meeting whose attendees have been invited by any such medium. 4.7 Such Purchaser has a substantive, pre-existing relationship with the Company. Such Purchaser (a) was not identified or contacted through the marketing of the IPO and (b) did not independently contact the Company as a result of the general solicitation by means of the Registration Statement. 4.8 Such Purchaser has not incurred any liability for any finder’s fees or similar payments in connection with the transactions herein contemplated. 4.9 Such Purchaser will have available at the closing sufficient funds to acquire the Shares to be purchased by such Purchaser pursuant to this Agreement. 4.10 Such Purchaser has delivered a completed and executed IRS Form W-9 or applicable IRS Form W-8 and will complete, execute and deliver such additional documentation related to tax withholding or tax filings as the Company may request from time to time. Such Purchaser confirms that such IRS Form W-9 or applicable IRS Form W-8 is true, correct and complete in all respects. 4.11 The amounts to be paid by such Purchaser to the Company in respect of the Purchase Price are not, and will not be, directly, or to such Purchaser’s knowledge indirectly, derived from activities that may contravene federal, state or foreign laws and regulations, including anti money laundering and terrorist financing laws and regulations, and, to the best of such Purchaser’s knowledge, neither (a) such Purchaser, nor (b) any person or entity for which such Purchaser is acting as agent or nominee in connection with this Agreement is located in a country or territory, or is an individual or entity named on any list administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), nor is any such person or entity prohibited (nor will they be prohibited) from investing in the Company under any OFAC administered sanctions or embargo programs. The Company reserves the right to request such information as is necessary to verify the identity of such Purchaser or any individual or entity having signatory or other similar authority over such Purchaser with respect to this Agreement and the transactions contemplated hereby, and may seek to verify such identity and the source of funds for the Purchase Price. 4.12 Concurrently with entering into this Agreement, such Purchaser will enter into a customary 180-day underwriters’ lock-up agreement with respect to the Shares consistent with the form of lock-up agreement affiliates of the Company are required to enter into in connection with the IPO.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each By signing this Agreement, each undersigned Purchaser severally hereby represents and warrants to the Company thatas follows as an inducement to the Company to accept the subscription of the Purchaser: (aA) he, she or it has full power The Purchaser acknowledges and authority to enter into and perform this Agreement in accordance with its terms, and, if it is not a natural person, it was not organized for the specific purpose of acquiring the Notes or the Warrants; (b) he, she or it has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof; (c) he, she or it has made an investigation of the Company and its business as it deemed necessary and has had an opportunity to discuss and review the Company’s business, management and financial affairs with the Company’s management as it deemed necessary; (d) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants), as applicable, being purchased by such Purchaser are being acquired for the Purchaser’s own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof; (e) he, she or it understands agrees that (i) the Notes (including offering and sale of the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, are intended to be issued upon conversion exempt from registration under the Securities Act by virtue of Section 4(2) of the NotesSecurities Act and/or Regulation D promulgated thereunder, (ii) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) Securities have not been registered under the Securities Act and (iii) that the Company has represented to the Purchaser (assuming the veracity of the representations of the Purchaser made herein and in the Questionnaire annexed hereto at Exhibit A) that the Securities have been offered and sold by the Company in reliance upon an exemption from registration provided in Section 4(2) of the Securities Act and Regulation D thereunder. In accordance therewith and in furtherance thereof, the Purchaser represents and warrants to and agrees with the Company that it is an accredited investor (as defined in Rule 501 promulgated under the Securities Act) for the reason indicated in Article I of their issuance this Subscription Agreement. (B) The Purchaser hereby represents and warrants that the Purchaser is acquiring the Securities hereunder for its own account for investment and not with a view to distribution, and with no present intention of distributing the Securities or selling the Securities for distribution. The Purchaser understands that the Securities are being sold to the Purchaser in a transaction which is exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 504Act. Accordingly, 505 or 506 promulgated under the Purchaser acknowledges that it has been advised that the Securities Act, (ii) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) must be held indefinitely unless a subsequent disposition thereof is have not been registered under the Securities Act and are being sold by the Company in reliance upon the veracity of the Purchaser’s representations contained herein and upon the exemption from the registration requirements provided by the Securities Act and the securities laws of all applicable states. The Purchaser’s acquisition of the Securities shall constitute a confirmation of the foregoing representation and warranty and understanding thereof. (C) The Purchaser (or its “Purchaser Representative”, if any) has such knowledge and experience in financial and business matters as is exempt from required for evaluating the merits and risks of making this investment, and the Purchaser or its Purchaser Representative(s) has received such registrationinformation requested by the Purchaser concerning the business, (iii) management and financial affairs of the Notes (including Company in order to evaluate the Qualifying Financing Securities merits and risks of making this investment. Further, the Purchaser acknowledges that the Purchaser has had the opportunity to ask questions of, and receive answers from, the officers of the Company concerning the terms and conditions of this investment and to obtain information relating to the organization, operation and business of the Company and of the Company's contracts, agreements and obligations or needed to verify the accuracy of any information contained herein or any other information about the Company. Except as set forth in this Agreement, no representation or warranty is made by the Company to induce the Purchaser to make this investment, and any representation or warranty not made herein or therein is specifically disclaimed and no information furnished to the Purchaser or the shares Purchaser’s advisor(s) in connection with the sale were in any way inconsistent with the information stated herein. The Purchaser further understands and acknowledges that no person has been authorized by the Company to make any representations or warranties concerning the Company, including as to the accuracy or completeness of Existing Preferred Stockthe information contained in this Agreement. (D) The Purchaser is making the foregoing representations and warranties with the intent that they may be relied upon by the Company in determining the suitability of the sale of the Securities to the Purchaser for purposes of federal and state securities laws. Accordingly, each Purchaser represents and warrants that the information stated herein is true, accurate and complete, and agrees to notify and supply corrective information promptly to the Company as provided above if any of such information becomes inaccurate or incomplete. The Purchaser has completed this Agreement and Questionnaire, has delivered it herewith and represents and warrants that it is accurate and true in all respects and that it accurately and completely sets forth the case may befinancial condition of the Purchaser on the date hereof. The Purchaser has no reason to expect there will be any material adverse change in its financial condition and will advise the Company of any such changes occurring prior to the closing or termination of the Offering. (E) The Purchaser is not subscribing for any of the Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, any seminar or meeting, or any solicitation of a subscription by a person not previously known to the Purchaser in connection with investments in Securities generally. (F) The Purchaser has received or obtained access to certain information regarding the Company, including this Agreement, the SEC Reports and other accompanying documents of the Company receipt of which is hereby acknowledged. The Purchaser has carefully reviewed all information provided to it and has carefully evaluated and understands the risks described therein related to the Company and an investment in the Company, and understands and has relied only on the information provided to it in writing by the Company relating to this investment. No agent prepared any of the information to be issued upon conversion delivered to prospective investors in connection with this transaction. Prospective investors are advised to conduct their own review of the Notes) business, properties and the Warrants (including the Warrant Shares issued upon exercise affairs of the WarrantsCompany before subscribing to purchase the Securities. (G) will bear a legend to such effect The Purchaser also understands and (iv) agrees that, although the Company will make a notation on use its transfer books best efforts to keep the information provided in this Agreement strictly confidential, the Company or its counsel may present this Agreement and the information provided in answer to it to such effect;parties as they may deem advisable if called upon to establish the availability under any federal or state securities laws of an exemption from registration of the private placement or if the contents thereof are relevant to any issue in any action, suit or proceeding to which the Company or its affiliates is a party, or by which they are or may be bound or as otherwise required by law or regulatory authority. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission without the prior written consent of such Purchaser, except as required by federal securities law in connection with the disclosure of the transactions contemplated by this Agreement and otherwise to the extent such disclosure is required by law or regulation, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause. (fH) The individual signing below on behalf of any entity hereby warrants and represents that he/she is authorized to execute this Agreement on behalf of such entity. If an individual, the Purchaser has reached the age of majority in the state in which the Purchaser resides. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action, if any, in respect thereof on the part of Purchasers and no other proceedings on the part of Purchasers are necessary to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Purchaser Purchasers and constitutes the legal, a valid and binding obligation of such PurchaserPurchasers, enforceable against Purchasers in accordance with its terms (subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (whether applied in a proceeding in equity or at law)). (I) The Purchaser is aware that the terms offering of the Agreement; andSecurities involves securities for which only a limited trading market exists, thereby requiring any investment to be maintained for an indefinite period of time. The purchase of the Securities involves risks which the Purchaser has evaluated, and the Purchaser is able to bear the economic risk of the purchase of such Securities and the loss of its entire investment. The undersigned is able to bear the substantial economic risk of the investment for an indefinite period of time, has no need for liquidity in such investment and can afford a complete loss of such investment. The Purchaser’s overall commitment to investments that are not readily marketable is not, and his acquisition of the Securities will not cause such overall commitment to become, disproportionate to his net worth and the Purchaser has adequate means of providing for its current needs and contingencies. (gJ) heIn entering into this Agreement and in purchasing the Securities, she the Purchaser further acknowledges that: (i) The Company has informed the Purchaser that the Securities have not been offered for sale by means of general advertising or solicitation and the Purchaser acknowledges that it has either a pre-existing personal or business relationship with either the Company or any of its officers, directors or controlling person, of a nature and duration such as would enable a reasonable prudent investor to be aware of the character, business acumen, and general business and financial circumstances of the Company and an investment in the Securities. (ii) Neither the Securities nor any interest therein may be resold by the Purchaser in the absence of a registration under the Securities Act or an exemption from registration. In particular, the Purchaser is an Accredited Investor aware that all of the foregoing described Securities will be “restricted securities”, as that such term is defined in Rule 501(a) 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144, unless the conditions thereof are met. Other than set forth in this Agreement, the Company has no obligation to register any securities purchased or issuable hereunder. (iii) The following legend (or substantially similar language) shall be placed on the certificate(s) or other instruments evidencing the Securities: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH NOTES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH NOTES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH NOTES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS. (iv) The Company may at any time place a stop transfer order on its transfer books against the Securities. Such stop order will be removed, and further transfer of the Securities will be permitted, upon an effective registration of the respective Securities, or the receipt by the Company of an opinion of counsel satisfactory to the Company that such further transfer may be effected pursuant to an applicable exemption from registration. (K) The Company has employed its own legal counsel in connection with the Offering. The Purchasers have not been represented by independent counsel in connection with the preparation of this Agreement or the terms of this Offering and no investigation of the merits or fairness of the Offering has been conducted on behalf of the Purchasers. Each Purchaser has had the opportunity to consult with its own legal, tax and financial advisors with respect to the Offering made pursuant to this Agreement. (L) (insert name of Purchaser Representative: if none leave blank) has acted as the Purchaser’s Purchaser Representative for purposes of the private placement exemption under the Act. If the Purchaser has appointed a Purchaser Representative (which term is used herein with the same meaning as given in Rule 501(h) of Regulation D), the Purchaser has been advised by his Purchaser Representative as to the merits and risks of an investment in the Company in general and the suitability of an investment in the Securities for the Purchaser in particular. (M) The undersigned hereby acknowledges that officers, affiliates, employees and directors of the Company and/or the Selling Agents may purchase Securities in the Offering on the same terms and conditions as the Purchasers. (N) It never has been represented, guaranteed or warranted by the Company, any of the officers, directors, stockholders, partners, employees or agents of the Company, or any other persons, whether expressly or by implication, that: (i) the Company or the Purchasers will realize any given percentage of profits and/or amount or type of consideration, profit or loss as a result of the Company’s activities or the Purchaser’s investment in the Company; or (ii) the past performance or experience of the management of the Company, or of any other person, will in any way indicate the predictable results of the ownership of the Securities or of the Company’s activities. (O) The Purchaser acknowledges that any delivery to it of this Agreement relating to the Securities prior to the determination by the Company of its suitability as a Purchaser shall not constitute an offer of the Securities until such determination of suitability shall be made, and the Purchaser hereby agrees that it shall promptly return this Agreement and the other Offering documents to the Company upon request. The Purchaser understands that the Company shall have the right to accept or reject this subscription in whole or in part. Unless this subscription is accepted in whole or in part by the Company this subscription shall be deemed rejected in whole.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each By signing this Agreement, each undersigned Purchaser severally hereby represents and warrants to the Company thatas follows as an inducement to the Company to accept the subscription of the Purchaser: (aA) he, she or it has full power The Purchaser acknowledges and authority to enter into and perform this Agreement in accordance with its terms, and, if it is not a natural person, it was not organized for the specific purpose of acquiring the Notes or the Warrants; (b) he, she or it has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof; (c) he, she or it has made an investigation of the Company and its business as it deemed necessary and has had an opportunity to discuss and review the Company’s business, management and financial affairs with the Company’s management as it deemed necessary; (d) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants), as applicable, being purchased by such Purchaser are being acquired for the Purchaser’s own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof; (e) he, she or it understands agrees that (i) the Notes (including offering and sale of the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, are intended to be issued upon conversion exempt from registration under the Securities Act by virtue of Section 4(2) of the NotesSecurities Act and/or Regulation D promulgated thereunder, (ii) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) Securities have not been registered under the Securities Act and (iii) that the Company has represented to the Purchaser (assuming the veracity of the representations of the Purchaser made herein and in the Questionnaire annexed hereto at Exhibit A) that the Securities have been offered and sold by the Company in reliance upon an exemption from registration provided in Section 4(2) of the Securities Act and Regulation D thereunder. In accordance therewith and in furtherance thereof, the Purchaser represents and warrants to and agrees with the Company that it is an accredited investor (as defined in Rule 501 promulgated under the Securities Act) for the reason indicated in Article I of their issuance this Subscription Agreement. (B) The Purchaser hereby represents and warrants that the Purchaser is acquiring the Securities hereunder for its own account for investment and not with a view to distribution, and with no present intention of distributing the Securities or selling the Securities for distribution. The Purchaser understands that the Securities are being sold to the Purchaser in a transaction which is exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 504Act. Accordingly, 505 or 506 promulgated under the Purchaser acknowledges that it has been advised that the Securities Act, (ii) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) must be held indefinitely unless a subsequent disposition thereof is have not been registered under the Securities Act and are being sold by the Company in reliance upon the veracity of the Purchaser’s representations contained herein and upon the exemption from the registration requirements provided by the Securities Act and the securities laws of all applicable states. The Purchaser’s acquisition of the Securities shall constitute a confirmation of the foregoing representation and warranty and understanding thereof. (C) The Purchaser (or its “Purchaser Representative” if any) has such knowledge and experience in financial and business matters as is exempt from required for evaluating the merits and risks of making this investment, and the Purchaser or its Purchaser Representative(s) has received such registrationinformation requested by the Purchaser concerning the business, (iii) management and financial affairs of the Notes (including Company in order to evaluate the Qualifying Financing Securities merits and risks of making this investment. Further, the Purchaser acknowledges that the Purchaser has had the opportunity to ask questions of, and receive answers from, the officers of the Company concerning the terms and conditions of this investment and to obtain information relating to the organization, operation and business of the Company and of the Company's contracts, agreements and obligations or needed to verify the accuracy of any information contained herein or any other information about the Company. Except as set forth in this Agreement, no representation or warranty is made by the Company to induce the Purchaser to make this investment, and any representation or warranty not made herein or therein is specifically disclaimed and no information furnished to the Purchaser or the shares Purchaser’s advisor(s) in connection with the sale were in any way inconsistent with the information stated herein. The Purchaser further understands and acknowledges that no person has been authorized by the Company to make any representations or warranties concerning the Company, including as to the accuracy or completeness of Existing Preferred Stockthe information contained in this Agreement. (D) The Purchaser is making the foregoing representations and warranties with the intent that they may be relied upon by the Company in determining the suitability of the sale of the Securities to the Purchaser for purposes of federal and state securities laws. Accordingly, each Purchaser represents and warrants that the information stated herein is true, accurate and complete, and agrees to notify and supply corrective information promptly to the Company as provided above if any of such information becomes inaccurate or incomplete. The Purchaser has completed this Agreement and Questionnaire, has delivered it herewith and represents and warrants that it is accurate and true in all respects and that it accurately and completely sets forth the case may befinancial condition of the Purchaser on the date hereof. The Purchaser has no reason to expect there will be any material adverse change in its financial condition and will advise the Company of any such changes occurring prior to the closing or termination of the Offering. (E) The Purchaser is not subscribing for any of the Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, any seminar or meeting, or any solicitation of a subscription by a person not previously known to the Purchaser in connection with investments in Securities generally. (F) The Purchaser has received or obtained access to certain information regarding the Company, including this Agreement, the SEC Reports and other accompanying documents of the Company receipt of which is hereby acknowledged. The Purchaser has carefully reviewed all information provided to it and has carefully evaluated and understands the risks described therein related to the Company and an investment in the Company, and understands and has relied only on the information provided to it in writing by the Company relating to this investment. No agent prepared any of the information to be issued upon conversion delivered to prospective investors in connection with this transaction. Prospective investors are advised to conduct their own review of the Notes) business, properties and the Warrants (including the Warrant Shares issued upon exercise affairs of the WarrantsCompany before subscribing to purchase the Securities. (G) will bear a legend to such effect The Purchaser also understands and (iv) agrees that, although the Company will make a notation on use its transfer books best efforts to keep the information provided in this Agreement strictly confidential, the Company or its counsel may present this Agreement and the information provided in answer to it to such effect;parties as they may deem advisable if called upon to establish the availability under any federal or state securities laws of an exemption from registration of the private placement or if the contents thereof are relevant to any issue in any action, suit or proceeding to which the Company or its affiliates is a party, or by which they are or may be bound or as otherwise required by law or regulatory authority. (fH) The individual signing below on behalf of any entity hereby warrants and represents that he/she is authorized to execute this Agreement on behalf of such entity. If an individual, the Purchaser has reached the age of majority in the state in which the Purchaser resides. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action, if any, in respect thereof on the part of Purchasers and no other proceedings on the part of Purchasers are necessary to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Purchaser Purchasers and constitutes the legal, a valid and binding obligation of such PurchaserPurchasers, enforceable against Purchasers in accordance with its terms (subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (whether applied in a proceeding in equity or at law)). (I) The Purchaser is aware that the terms offering of the Agreement; andSecurities involves securities for which only a limited trading market exists, thereby requiring any investment to be maintained for an indefinite period of time. The purchase of the Securities involves risks which the Purchaser has evaluated, and the Purchaser is able to bear the economic risk of the purchase of such Securities and the loss of its entire investment. The undersigned is able to bear the substantial economic risk of the investment for an indefinite period of time, has no need for liquidity in such investment and can afford a complete loss of such investment. The Purchaser’s overall commitment to investments that are not readily marketable is not, and his acquisition of the Securities will not cause such overall commitment to become, disproportionate to his net worth and the Purchaser has adequate means of providing for its current needs and contingencies. (gJ) heThe Purchaser acknowledges and agrees that there is no “minimum” offering amount for the Securities. The Purchaser acknowledges and agrees that funds may be immediately released to the Company. (K) In entering into this Agreement and in purchasing the Securities, she the Purchaser further acknowledges that: (i) The Company has informed the Purchaser that the Securities have not been offered for sale by means of general advertising or solicitation and the Purchaser acknowledges that it has either a pre-existing personal or business relationship with either the Company or any of its officers, directors or controlling person, of a nature and duration such as would enable a reasonable prudent investor to be aware of the character, business acumen, and general business and financial circumstances of the Company and an investment in the Securities. (ii) Neither the Securities nor any interest therein may be resold by the Purchaser in the absence of a registration under the Securities Act or an exemption from registration. In particular, the Purchaser is an Accredited Investor aware that all of the foregoing described Securities will be “restricted securities”, as that such term is defined in Rule 501(a) 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144, unless the conditions thereof are met. Other than set forth in this Agreement, the Company has no obligation to register any securities purchased or issuable hereunder. (iii) The following legends (or similar language) shall be placed on the certificate(s) or other instruments evidencing the Securities: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH NOTES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH NOTES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH NOTES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS. (iv) The Company may at any time place a stop transfer order on its transfer books against the Securities. Such stop order will be removed, and further transfer of the Securities will be permitted, upon an effective registration of the respective Securities, or the receipt by the Company of an opinion of counsel satisfactory to the Company that such further transfer may be effected pursuant to an applicable exemption from registration. (L) The Company has employed its own legal counsel in connection with the Offering. The Purchasers have not been represented by independent counsel in connection with the preparation of this Agreement or the terms of this Offering and no investigation of the merits or fairness of the Offering has been conducted on behalf of the Purchasers. Prospective Purchasers should consult with their own legal, tax and financial advisors with respect to the Offering made pursuant to this Agreement. (M) (insert name of Purchaser Representative: if none leave blank) has acted as the Purchaser’s Purchaser Representative for purposes of the private placement exemption under the Act. If the Purchaser has appointed a Purchaser Representative (which term is used herein with the same meaning as given in Rule 501(h) of Regulation D), the Purchaser has been advised by his Purchaser Representative as to the merits and risks of an investment in the Company in general and the suitability of an investment in the Securities for the Purchaser in particular. (N) The undersigned hereby acknowledges that officers, affiliates, employees and directors of the Company and/or the Selling Agents may purchase Securities in the Offering. (O) It never has been represented, guaranteed or warranted by the Company, any of the officers, directors, stockholders, partners, employees or agents of the Company, or any other persons, whether expressly or by implication, that: (i) the Company or the Purchasers will realize any given percentage of profits and/or amount or type of consideration, profit or loss as a result of the Company’s activities or the Purchaser’s investment in the Company; or (ii) the past performance or experience of the management of the Company, or of any other person, will in any way indicate the predictable results of the ownership of the Securities or of the Company’s activities.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser severally represents and warrants to the Company that: (a) he7.1. It is a "qualified institutional buyer" within the meaning of Rule 144A under the Act. 7.2. The Notes to be acquired by it pursuant to this Agreement are being acquired for its own account and with no intention of distributing or reselling such securities or any part thereof in any transaction that would violate the securities laws of the United States, she without prejudice, however, to its right at all times to sell or it otherwise dispose of all or any part of its Notes under an effective registration statement under the Act or under an exemption from such registration available under the Act, and subject, nevertheless, to the disposition of its property being at all times within its control. 7.3. It has full all requisite power and authority to enter into into, deliver and perform its obligations under this Agreement in accordance with its terms, and, if it is not a natural person, it was not organized for the specific purpose of acquiring the Notes or the Warrants; (b) he, she or it has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof; (c) he, she or it has made an investigation of the Company and its business as it deemed necessary and has had an opportunity to discuss and review the Company’s business, management and financial affairs with the Company’s management as it deemed necessary; (d) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants), as applicable, being purchased by such Purchaser are being acquired for the Purchaser’s own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof; (e) he, she or it understands that (i) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 504, 505 or 506 promulgated under the Securities Act, (ii) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, (iii) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) will bear a legend to such effect and (iv) the Company will make a notation on its transfer books to such effect; (f) this Agreement has been duly authorized by it. This Agreement has been duly and validly executed and delivered by such Purchaser Purchaser, and, assuming due and constitutes valid execution and delivery by the legalother parties hereto, constitute the valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, except that the terms of enforcement thereof may be subject to the Agreement; andEnforceability Exceptions. (g) he7.4. Such Purchaser agrees and acknowledges that the Notes and each Guaranty initially issued hereunder have not been, she or it is an Accredited Investor as that term is defined in Rule 501(a) promulgated and will not upon initial issuance be, registered under the Securities Act, and that the certificates evidencing the Notes shall bear a legend to that effect. 7.5. To the full satisfaction of such Purchaser, such Purchaser has been furnished with any and all materials such Purchaser has requested relating to the Transactions, and such Purchaser has been afforded the opportunity to ask questions of representatives of the Issuers concerning the terms and conditions of the Transactions and to obtain any additional information as it may require, and all such questions have been answered to the full satisfaction of such Purchaser. Such Purchaser or advisors or consultants relied upon by such Purchaser in evaluating the Transactions have such knowledge and experience in financial, tax and business matters as to enable such Purchaser or such advisors or consultants to evaluate the merits and risks of the Transactions and to make an informed decision regarding all aspects of the Transactions. Without limiting the foregoing, such Purchaser acknowledges that it has consulted with advisors, including legal counsel, that have tax expertise regarding the tax aspects of investing in the Notes. Such Purchaser acknowledges that an investment in the Notes includes significant risks including, without limitation, that (a) the Notes involve a substantial degree of risk of loss of Purchaser's entire investment and (b) there is no reasonable assurance of any income from an investment in the Notes. Such Purchaser is able to bear the economic risk of losing its entire investment in the Notes and the other risks associated with the Notes.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each By signing this Agreement, each undersigned Purchaser severally hereby represents and warrants to the Company thatas follows as an inducement to the Company to accept the subscription of the Purchaser: (aA) he, she or it has full power The Purchaser acknowledges and authority to enter into and perform this Agreement in accordance with its terms, and, if it is not a natural person, it was not organized for the specific purpose of acquiring the Notes or the Warrants; (b) he, she or it has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof; (c) he, she or it has made an investigation of the Company and its business as it deemed necessary and has had an opportunity to discuss and review the Company’s business, management and financial affairs with the Company’s management as it deemed necessary; (d) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants), as applicable, being purchased by such Purchaser are being acquired for the Purchaser’s own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof; (e) he, she or it understands agrees that (i) the Notes (including offering and sale of the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, are intended to be issued upon conversion exempt from registration under the Securities Act by virtue of Section 4(2) of the NotesSecurities Act and/or Regulation D promulgated thereunder, (ii) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) Securities have not been registered under the Securities Act and (iii) that the Company has represented to the Purchaser (assuming the veracity of the representations of the Purchaser made herein and in the Questionnaire annexed hereto at Exhibit A) that the Securities have been offered and sold by the Company in reliance upon an exemption from registration provided in Section 4(2) of the Securities Act and Regulation D thereunder. In accordance therewith and in furtherance thereof, the Purchaser represents and warrants to and agrees with the Company that it is an accredited investor (as defined in Rule 501 promulgated under the Securities Act) for the reason indicated in Article I of their issuance this Subscription Agreement. (B) The Purchaser hereby represents and warrants that the Purchaser is acquiring the Securities hereunder for its own account for investment and not with a view to distribution, and with no present intention of distributing the Securities or selling the Securities for distribution. The Purchaser understands that the Securities are being sold to the Purchaser in a transaction which is exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 504Act. Accordingly, 505 or 506 promulgated under the Purchaser acknowledges that it has been advised that the Securities Act, (ii) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) must be held indefinitely unless a subsequent disposition thereof is have not been registered under the Securities Act and are being sold by the Company in reliance upon the veracity of the Purchaser’s representations contained herein and upon the exemption from the registration requirements provided by the Securities Act and the securities laws of all applicable states. The Purchaser's acquisition of the Securities shall constitute a confirmation of the foregoing representation and warranty and understanding thereof. (C) The Purchaser (or its “Purchaser Representative” if any) has such knowledge and experience in financial and business matters as is exempt from required for evaluating the merits and risks of making this investment, and the Purchaser or its Purchaser Representative(s) has received such registrationinformation requested by the Purchaser concerning the business, (iii) management and financial affairs of the Notes (including Company in order to evaluate the Qualifying Financing Securities merits and risks of making this investment. Further, the Purchaser acknowledges that the Purchaser has had the opportunity to ask questions of, and receive answers from, the officers of the Company concerning the terms and conditions of this investment and to obtain information relating to the organization, operation and business of the Company and of the Company's contracts, agreements and obligations or needed to verify the accuracy of any information contained herein or any other information about the Company. Except as set forth in this Agreement, no representation or warranty is made by the Company to induce the Purchaser to make this investment, and any representation or warranty not made herein or therein is specifically disclaimed and no information furnished to the Purchaser or the shares Purchaser's advisor(s) in connection with the sale were in any way inconsistent with the information stated herein. The Purchaser further understands and acknowledges that no person has been authorized by the Company to make any representations or warranties concerning the Company, including as to the accuracy or completeness of Existing Preferred Stockthe information contained in this Agreement. (D) The Purchaser is making the foregoing representations and warranties with the intent that they may be relied upon by the Company in determining the suitability of the sale of the Securities to the Purchaser for purposes of federal and state securities laws. Accordingly, each Purchaser represents and warrants that the information stated herein is true, accurate and complete, and agrees to notify and supply corrective information promptly to the Company as provided above if any of such information becomes inaccurate or incomplete. The Purchaser has completed this Agreement and Questionnaire, has delivered it herewith and represents and warrants that it is accurate and true in all respects and that it accurately and completely sets forth the case may befinancial condition of the Purchaser on the date hereof. The Purchaser has no reason to expect there will be any material adverse change in its financial condition and will advise the Company of any such changes occurring prior to the closing or termination of the Offering. (E) The Purchaser is not subscribing for any of the Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, any seminar or meeting, or any solicitation of a subscription by a person not previously known to the Purchaser in connection with investments in Securities generally. (F) The Purchaser has received or obtained access to certain information regarding the Company, including this Agreement, the SEC Reports and other accompanying documents of the Company receipt of which is hereby acknowledged. The Purchaser has carefully reviewed all information provided to it and has carefully evaluated and understands the risks described therein related to the Company and an investment in the Company, and understands and has relied only on the information provided to it in writing by the Company relating to this investment. No agent prepared any of the information to be issued upon conversion delivered to prospective investors in connection with this transaction. Prospective investors are advised to conduct their own review of the Notes) business, properties and the Warrants (including the Warrant Shares issued upon exercise affairs of the WarrantsCompany before subscribing to purchase the Securities. (G) will bear a legend to such effect The Purchaser also understands and (iv) agrees that, although the Company will make a notation on use its transfer books best efforts to keep the information provided in this Agreement strictly confidential, the Company or its counsel may present this Agreement and the information provided in answer to it to such effect;parties as they may deem advisable if called upon to establish the availability under any federal or state securities laws of an exemption from registration of the private placement or if the contents thereof are relevant to any issue in any action, suit or proceeding to which the Company or its affiliates is a party, or by which they are or may be bound or as otherwise required by law or regulatory authority. (fH) The individual signing below on behalf of any entity hereby warrants and represents that he/she is authorized to execute this Agreement on behalf of such entity. If an individual, the Purchaser has reached the age of majority in the state in which the Purchaser resides. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action, if any, in respect thereof on the part of Purchasers and no other proceedings on the part of Purchasers are necessary to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Purchaser Purchasers and constitutes the legal, a valid and binding obligation of such PurchaserPurchasers, enforceable against Purchasers in accordance with its terms (subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (whether applied in a proceeding in equity or at law)). (I) The Purchaser is aware that the terms offering of the Agreement; andSecurities involves securities for which only a limited trading market exists, thereby requiring any investment to be maintained for an indefinite period of time. The purchase of the Securities involves risks which the Purchaser has evaluated, and the Purchaser is able to bear the economic risk of the purchase of such Securities and the loss of its entire investment. The undersigned is able to bear the substantial economic risk of the investment for an indefinite period of time, has no need for liquidity in such investment and can afford a complete loss of such investment. The Purchaser's overall commitment to investments that are not readily marketable is not, and his acquisition of the Securities will not cause such overall commitment to become, disproportionate to his net worth and the Purchaser has adequate means of providing for its current needs and contingencies. (gJ) heThe Purchaser acknowledges and agrees that there is no “minimum” offering amount for the Securities and that there is no escrow of the funds deposited by the Purchaser for the purchase of the Units. The Purchaser acknowledges and agrees that funds may be immediately released to the Company. (K) In entering into this Agreement and in purchasing the Securities, she the Purchaser further acknowledges that: (i) The Company has informed the Purchaser that the Securities have not been offered for sale by means of general advertising or solicitation and the Purchaser acknowledges that it has either a pre-existing personal or business relationship with either the Company or any of its officers, directors or controlling person, of a nature and duration such as would enable a reasonable prudent investor to be aware of the character, business acumen, and general business and financial circumstances of the Company and an investment in the Securities. (ii) Neither the Securities nor any interest therein may be resold by the Purchaser in the absence of a registration under the Securities Act or an exemption from registration. In particular, the Purchaser is an Accredited Investor aware that all of the foregoing described Securities will be “restricted securities”, as that such term is defined in Rule 501(a) 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144, unless the conditions thereof are met. Other than set forth in this Agreement, the Company has no obligation to register any securities purchased or issuable hereunder. (iii) The following legends (or similar language) shall be placed on the certificate(s) or other instruments evidencing the Shares, Warrants and Warrant Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH NOTES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH NOTES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH NOTES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS. (iv) The Company may at any time place a stop transfer order on its transfer books against the Securities. Such stop order will be removed, and further transfer of the Securities will be permitted, upon an effective registration of the respective Securities, or the receipt by the Company of an opinion of counsel satisfactory to the Company that such further transfer may be effected pursuant to an applicable exemption from registration. (L) The Company has employed its own legal counsel in connection with the Offering. The Purchasers have not been represented by independent counsel in connection with the preparation of this Agreement or the terms of this Offering and no investigation of the merits or fairness of the Offering has been conducted on behalf of the Purchasers. Prospective Purchasers should consult with their own legal, tax and financial advisors with respect to the Offering made pursuant to this Agreement. (M) (insert name of Purchaser Representative: if none leave blank) has acted as the Purchaser’s Purchaser Representative for purposes of the private placement exemption under the Act. If the Purchaser has appointed a Purchaser Representative (which term is used herein with the same meaning as given in Rule 501(h) of Regulation D), the Purchaser has been advised by his Purchaser Representative as to the merits and risks of an investment in the Company in general and the suitability of an investment in the Securities for the Purchaser in particular. (N) The undersigned hereby acknowledges that officers, affiliates, employees and directors of the Company and/or the Selling Agents may purchase Securities in the Offering. (O) It never has been represented, guaranteed or warranted by any Selling Agent, the Company, any of the officers, directors, stockholders, partners, employees or agents of the Company, or any other persons, whether expressly or by implication, that: (i) the Company or the Purchasers will realize any given percentage of profits and/or amount or type of consideration, profit or loss as a result of the Company’s activities or the Purchaser’s investment in the Company; or (ii) the past performance or experience of the management of the Company, or of any other person, will in any way indicate the predictable results of the ownership of the Securities or of the Company's activities. (P) The Purchaser acknowledges that any delivery to it of this Agreement relating to the Securities prior to the determination by the Company of its suitability as a Purchaser shall not constitute an offer of the Securities until such determination of suitability shall be made, and the Purchaser hereby agrees that it shall promptly return this Agreement and the other Offering documents to the Company upon request. The Purchaser understands that the Company shall have the right to accept or reject this subscription in whole or in part. Unless this subscription is accepted in whole or in part by the Company, this subscription shall be deemed rejected in whole.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each By signing this Agreement, each undersigned Purchaser severally hereby represents and warrants to the Company thatas follows as an inducement to the Company to accept the subscription of the Purchaser: (aA) he, she or it has full power The Purchaser acknowledges and authority to enter into and perform this Agreement in accordance with its terms, and, if it is not a natural person, it was not organized for the specific purpose of acquiring the Notes or the Warrants; (b) he, she or it has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof; (c) he, she or it has made an investigation of the Company and its business as it deemed necessary and has had an opportunity to discuss and review the Company’s business, management and financial affairs with the Company’s management as it deemed necessary; (d) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants), as applicable, being purchased by such Purchaser are being acquired for the Purchaser’s own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof; (e) he, she or it understands agrees that (i) the Notes (including offering and sale of the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, are intended to be issued upon conversion exempt from registration under the Securities Act by virtue of Section 4(2) of the NotesSecurities Act and/or Regulation D promulgated thereunder, (ii) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) Securities have not been registered under the Securities Act and (iii) that the Company has represented to the Purchaser (assuming the veracity of the representations of the Purchaser made herein and in the Questionnaire annexed hereto at Exhibit A) that the Securities have been offered and sold by the Company in reliance upon an exemption from registration provided in Section 4(2) of the Securities Act and Regulation D thereunder. In accordance therewith and in furtherance thereof, the Purchaser represents and warrants to and agrees with the Company that it is an accredited investor (as defined in Rule 501 promulgated under the Securities Act) for the reason indicated in Article I of their issuance this Subscription Agreement. (B) The Purchaser hereby represents and warrants that the Purchaser is acquiring the Securities hereunder for its own account for investment and not with a view to distribution, and with no present intention of distributing the Securities or selling the Securities for distribution. The Purchaser understands that the Securities are being sold to the Purchaser in a transaction which is exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 504Act. Accordingly, 505 or 506 promulgated under the Purchaser acknowledges that it has been advised that the Securities Act, (ii) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) must be held indefinitely unless a subsequent disposition thereof is have not been registered under the Securities Act and are being sold by the Company in reliance upon the veracity of the Purchaser’s representations contained herein and upon the exemption from the registration requirements provided by the Securities Act and the securities laws of all applicable states. The Purchaser’s acquisition of the Securities shall constitute a confirmation of the foregoing representation and warranty and understanding thereof. (C) The Purchaser (or its “Purchaser Representative”, if any) has such knowledge and experience in financial and business matters as is exempt from required for evaluating the merits and risks of making this investment, and the Purchaser or its Purchaser Representative(s) has received such registrationinformation requested by the Purchaser concerning the business, (iii) management and financial affairs of the Notes (including Company in order to evaluate the Qualifying Financing Securities merits and risks of making this investment. Further, the Purchaser acknowledges that the Purchaser has had the opportunity to ask questions of, and receive answers from, the officers of the Company concerning the terms and conditions of this investment and to obtain information relating to the organization, operation and business of the Company and of the Company's contracts, agreements and obligations or needed to verify the accuracy of any information contained herein or any other information about the Company. Except as set forth in this Agreement, no representation or warranty is made by the Company to induce the Purchaser to make this investment, and any representation or warranty not made herein or therein is specifically disclaimed and no information furnished to the Purchaser or the shares Purchaser’s advisor(s) in connection with the sale were in any way inconsistent with the information stated herein. The Purchaser further understands and acknowledges that no person has been authorized by the Company to make any representations or warranties concerning the Company, including as to the accuracy or completeness of Existing Preferred Stockthe information contained in this Agreement. (D) The Purchaser is making the foregoing representations and warranties with the intent that they may be relied upon by the Company in determining the suitability of the sale of the Securities to the Purchaser for purposes of federal and state securities laws. Accordingly, each Purchaser represents and warrants that the information stated herein is true, accurate and complete, and agrees to notify and supply corrective information promptly to the Company as provided above if any of such information becomes inaccurate or incomplete. The Purchaser has completed this Agreement and Questionnaire, has delivered it herewith and represents and warrants that it is accurate and true in all respects and that it accurately and completely sets forth the case may befinancial condition of the Purchaser on the date hereof. The Purchaser has no reason to expect there will be any material adverse change in its financial condition and will advise the Company of any such changes occurring prior to the closing or termination of the Offering. (E) The Purchaser is not subscribing for any of the Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, any seminar or meeting, or any solicitation of a subscription by a person not previously known to the Purchaser in connection with investments in Securities generally. (F) The Purchaser has received or obtained access to certain information regarding the Company, including this Agreement, the SEC Reports and other accompanying documents of the Company receipt of which is hereby acknowledged. The Purchaser has carefully reviewed all information provided to it and has carefully evaluated and understands the risks described therein related to the Company and an investment in the Company, and understands and has relied only on the information provided to it in writing by the Company relating to this investment. No agent prepared any of the information to be issued upon conversion delivered to prospective investors in connection with this transaction. Prospective investors are advised to conduct their own review of the Notes) business, properties and the Warrants (including the Warrant Shares issued upon exercise affairs of the WarrantsCompany before subscribing to purchase the Securities. (G) will bear a legend to such effect The Purchaser also understands and (iv) agrees that, although the Company will make a notation on use its transfer books best efforts to keep the information provided in this Agreement strictly confidential, the Company or its counsel may present this Agreement and the information provided in answer to it to such effect;parties as they may deem advisable if called upon to establish the availability under any federal or state securities laws of an exemption from registration of the private placement or if the contents thereof are relevant to any issue in any action, suit or proceeding to which the Company or its affiliates is a party, or by which they are or may be bound or as otherwise required by law or regulatory authority. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission without the prior written consent of such Purchaser, except as required by federal securities law in connection with the disclosure of the transactions contemplated by this Agreement and otherwise to the extent such disclosure is required by law or regulation, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause. (fH) The individual signing below on behalf of any entity hereby warrants and represents that he/she is authorized to execute this Agreement on behalf of such entity. If an individual, the Purchaser has reached the age of majority in the state in which the Purchaser resides. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action, if any, in respect thereof on the part of Purchasers and no other proceedings on the part of Purchasers are necessary to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Purchaser Purchasers and constitutes the legal, a valid and binding obligation of such PurchaserPurchasers, enforceable against Purchasers in accordance with its terms (subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (whether applied in a proceeding in equity or at law)). (I) The Purchaser is aware that the terms offering of the Agreement; andSecurities involves securities for which only a limited trading market exists, thereby requiring any investment to be maintained for an indefinite period of time. The purchase of the Securities involves risks which the Purchaser has evaluated, and the Purchaser is able to bear the economic risk of the purchase of such Securities and the loss of its entire investment. The undersigned is able to bear the substantial economic risk of the investment for an indefinite period of time, has no need for liquidity in such investment and can afford a complete loss of such investment. The Purchaser’s overall commitment to investments that are not readily marketable is not, and his acquisition of the Securities will not cause such overall commitment to become, disproportionate to his net worth and the Purchaser has adequate means of providing for its current needs and contingencies. (gJ) heIn entering into this Agreement and in purchasing the Securities, she the Purchaser further acknowledges that: (i) The Company has informed the Purchaser that the Securities have not been offered for sale by means of general advertising or solicitation and the Purchaser acknowledges that it has either a pre-existing personal or business relationship with either the Company or any of its officers, directors or controlling person, of a nature and duration such as would enable a reasonable prudent investor to be aware of the character, business acumen, and general business and financial circumstances of the Company and an investment in the Securities. (ii) Neither the Securities nor any interest therein may be resold by the Purchaser in the absence of a registration under the Securities Act or an exemption from registration. In particular, the Purchaser is an Accredited Investor aware that all of the foregoing described Securities will be “restricted securities”, as that such term is defined in Rule 501(a) 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144, unless the conditions thereof are met. Other than set forth in this Agreement, the Company has no obligation to register any securities purchased or issuable hereunder. (iii) The following legend (or substantially similar language) shall be placed on the certificate(s) or other instruments evidencing the Securities: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH NOTES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH NOTES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH NOTES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS. (iv) The Company may at any time place a stop transfer order on its transfer books against the Securities. Such stop order will be removed, and further transfer of the Securities will be permitted, upon an effective registration of the respective Securities, or the receipt by the Company of an opinion of counsel satisfactory to the Company that such further transfer may be effected pursuant to an applicable exemption from registration. (K) The Company has employed its own legal counsel in connection with the Offering. The Purchasers have not been represented by independent counsel in connection with the preparation of this Agreement or the terms of this Offering and no investigation of the merits or fairness of the Offering has been conducted on behalf of the Purchasers. Each Purchaser has had the opportunity to consult with its own legal, tax and financial advisors with respect to the Offering made pursuant to this Agreement. (L) (insert name of Purchaser Representative: if none leave blank) has acted as the Purchaser’s Purchaser Representative for purposes of the private placement exemption under the Act. If the Purchaser has appointed a Purchaser Representative (which term is used herein with the same meaning as given in Rule 501(h) of Regulation D), the Purchaser has been advised by his Purchaser Representative as to the merits and risks of an investment in the Company in general and the suitability of an investment in the Securities for the Purchaser in particular. (M) The undersigned hereby acknowledges that officers, affiliates, employees and directors of the Company and/or the Selling Agents may purchase Securities in the Offering on the same terms and conditions as the Purchasers. (N) It never has been represented, guaranteed or warranted by the Company, any of the officers, directors, stockholders, partners, employees or agents of the Company, or any other persons, whether expressly or by implication, that: (i) the Company or the Purchasers will realize any given percentage of profits and/or amount or type of consideration, profit or loss as a result of the Company’s activities or the Purchaser’s investment in the Company; or (ii) the past performance or experience of the management of the Company, or of any other person, will in any way indicate the predictable results of the ownership of the Securities or of the Company’s activities. (O) The Purchaser acknowledges that any delivery to it of this Agreement relating to the Securities prior to the determination by the Company of its suitability as a Purchaser shall not constitute an offer of the Securities until such determination of suitability shall be made, and the Purchaser hereby agrees that it shall promptly return this Agreement and the other Offering documents to the Company upon request. The Purchaser understands that the Company shall have the right to accept or reject this subscription in whole or in part. Unless this subscription is accepted in whole or in part by the Company this subscription shall be deemed rejected in whole. (P) Each Purchaser acknowledges that it is aware (and that its representatives who are apprised of this matter have been or will be advised) that the United States securities laws restrict persons with material non-public information about a company obtained directly or indirectly from that company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. Each Purchaser hereby confirm and acknowledges that it is in receipt of material, non-public information regarding this Offering and the Company and each Purchaser further agrees and acknowledges that it will hold such information in confidence, is restricted in its ability to use such information and may not use any such information in contravention of applicable securities laws or otherwise, including trading in the Company’s securities, except for the purpose of evaluating an investment in the Company’s securities. Each Purchaser agrees to comply with such restrictions for so long as it (or its representatives) posses any material, non-public information concerning the Company or the transactions contemplated herein. (Q) Each Purchaser acknowledges and agrees that there is no “minimum” offering amount for the Securities and that there is no escrow of the funds deposited by the Purchaser for the purchase of the Units. The Purchaser acknowledges and agrees that funds may be immediately released to the Company.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser severally represents makes the following representations, warranties and warrants covenants to Seller, each of which is true and correct as of the Company thatdate hereof and shall survive the Closing: (a) he, she or it The Purchaser has full power and authority to enter into the Purchaser Transaction Documents and perform this Agreement to carry out the transactions contemplated thereby. The Purchaser Transaction Documents constitute valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with its their respective terms, andexcept as (i) the enforceability hereof may be limited by bankruptcy, if it is not a natural person, it was not organized for insolvency or similar laws affecting the specific purpose enforceability of acquiring creditor’s rights generally and (ii) the Notes or the Warrants;availability of equitable remedies may be limited by equitable principles of general applicability. (b) heNeither the execution and delivery of the Purchaser Transaction Documents, she nor the consummation of the transactions contemplated thereby or it has sufficient knowledge compliance with the terms and experience conditions thereof by the Purchaser will violate or result in investing a breach of any term or provision of any agreement to which the Purchaser is bound or is a party, or be in companies similar conflict with or constitute a default under, or cause the acceleration of the maturity of any obligation of the Purchaser under any existing agreement or violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits Purchaser or any of its investment in properties or assets, the Company and it is able financially effect of which would be to bear impair the risks thereof;performance by the Purchaser of its obligations hereunder. (c) he, she or it has made an investigation The Purchaser is acquiring its respective portion of the Company and Seller Shares without a view to the resale thereof, unless same is either registered under the Securities Act of 1933, as amended (the “Securities Act”) or is sold exempt from registration thereunder. The Purchaser represents that it is purchasing its business as it deemed necessary and has had an opportunity to discuss and review respective portion of the Company’s businessSeller Shares for its own account, management and financial affairs with the Company’s management as it deemed necessary;intention of holding its respective portion of the Seller Shares, with no present intention of dividing or allowing others to participate in this investment or of reselling or otherwise participating, directly or indirectly, in a distribution of its respective portion of the Seller Shares, and shall not make any sale, transfer, or pledge thereof without registration under the Securities Act and any applicable securities laws of any state unless an exemption from registration is available under those laws. (d) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, The Seller Shares delivered to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants), as applicable, being purchased by such Purchaser are being acquired for the Purchaser’s own account for the purpose of investment and not with Purchasers shall bear a view to or for sale in connection with any distribution thereof; (e) he, she or it understands restrictive legend indicating that (i) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) they have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 504, 505 or 506 promulgated under the Securities Act, (ii) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, (iii) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) will bear a legend to such effect and (iv) the Company will make a notation on its transfer books to such effect; (f) this Agreement has been duly executed and delivered by such Purchaser and constitutes the legal, valid and binding obligation of such Purchaser, enforceable in accordance with the terms of the Agreement; and (g) he, she or it is an Accredited Investor are “restricted securities” as that term is defined in Rule 144 under the Securities Act. The Purchaser represents that it has adequate means of providing for its current needs and has no need for liquidity in this investment in its respective portion of the Seller Shares. The Purchaser represents that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The Purchaser has no reason to anticipate any material change in its financial condition for the foreseeable future. The Purchaser is financially able to bear the economic risk of this investment, including the ability to hold its respective portion of the Seller Shares or to afford a complete loss of its investment in its respective portion of the Seller Shares. 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 its respective portion of the Seller Shares. The Purchaser has had a full and fair opportunity to make inquiries about the terms and conditions of this Agreement, to discuss the same and all related matters with its own independent counsel and its own accountants and tax advisers. The Purchaser has been given the opportunity to ask questions of, and receive answers from Seller concerning the terms and conditions of this Agreement and to obtain such additional written information about YFI to the extent Seller possess such information or can acquire it without unreasonable effort or expense. Notwithstanding the foregoing, The Purchaser has had the opportunity to conduct its own independent investigation. (e) Except as may be required to comply with the terms of this Agreement, no permit, consent, approval or authorization of, or declaration, filing or registration with any governmental or regulatory authority is required in connection with the execution and delivery by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby. (f) No representation or warranty by the Purchaser in the Purchaser Transaction Documents or any certificate or other document furnished or to be furnished to Seller by the Purchaser pursuant thereto contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser severally represents As a material inducement to AMG entering into this Agreement and warrants to consummating each Purchase and Sale hereunder, each Purchaser, severally, not jointly, makes each of the Company that:representations, warranties and agreements contained in this Section 7. (a) heSuch Purchaser has not relied upon AMG, she the LLC, or it has full power and authority to enter into and perform this Agreement in accordance with its termsany employees, and, if it is not a natural person, it was not organized for the specific purpose principals or agents of acquiring the Notes AMG or the Warrants;LLC for investment, tax or other legal or financial advice in connection with the Purchase and Sale of such Purchaser's (AMG) LLC Points. Such Purchaser has consulted his or her own attorney, accountant or investment advisor with respect to the Purchase and Sale of such Purchaser's (AMG) LLC Points and its suitability for such Purchaser. Any specific acknowledgement below with respect to any statement or information furnished to such Purchaser shall not be deemed to limit the generality of this representation and warranty. (b) heSuch Purchaser has full right, she or it has sufficient knowledge authority and experience in investing in companies similar power to the Company in terms of the Company’s stage of development so as enter into this Agreement, and each agreement, document and instrument to be able executed and delivered pursuant to evaluate or as contemplated hereby or thereby. The execution, delivery and performance by such Purchaser of this Agreement and each such other agreement, document and instrument have been duly authorized by all necessary action of such Purchaser and no other action is required in connection therewith, and constitute the risks legal, valid and merits binding obligations of its investment such Purchaser, enforceable against such Purchaser in the Company and it is able financially accordance with their terms, subject to bear the risks thereof;applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights. (c) he, she or it has made an investigation Such Purchaser is not subject to any disqualification under the provisions of Section 203(e) of the Company Investment Advisers Act of 1940, as amended, and its business is not otherwise ineligible to serve as it deemed necessary and has had an opportunity associated person to discuss and review the Company’s business, management and financial affairs with the Company’s management as it deemed necessary;a registered investment adviser. (d) the Notes (including the Qualifying Financing Securities Such Purchaser has or the shares of Existing Preferred Stock, will have as the case may be, to be issued upon conversion of the Notesdate hereof executed a Non Solicitation/Non Disclosure Agreement in the form attached as EXHIBIT C hereto. (e) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants)To his/her knowledge, as applicable, being purchased by such Purchaser are is in good health. (f) (i) The (AMG) LLC Points that such Purchaser is acquiring hereunder is being acquired by him/her for the Purchaser’s his/her own account for the purpose of investment only and not with a view to or for sale in connection with any distribution thereof; (e) he, she or it understands that (i) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 504, 505 with any present intention of selling or 506 promulgated under the Securities Act, (ii) the Notes (including the Qualifying Financing Securities distributing all or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, (iii) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) will bear a legend to such effect and (iv) the Company will make a notation on its transfer books to such effect; (f) this Agreement has been duly executed and delivered by such Purchaser and constitutes the legal, valid and binding obligation of such Purchaser, enforceable in accordance with the terms of the Agreement; and (g) he, she or it is an Accredited Investor as that term is defined in Rule 501(a) promulgated under the Securities Actany part thereof.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser Purchaser, severally and not jointly, hereby represents and warrants to the Company that: (a) he4.1 Such Purchaser is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act. 4.2 The Shares are being acquired by such Purchaser for its own account, she only for investment purposes and not with a view to, or it for resale in connection with, any public distribution or public offering thereof within the meaning of the Securities Act. 4.3 Such purchaser has full been duly organized or formed and is validly existing and in good standing under the laws of its jurisdiction of organization or formation and has all necessary power and authority to enter into and perform this Agreement in accordance with its terms, and, if it is not a natural person, it was not organized for and to consummate the specific purpose of acquiring the Notes or the Warrants;transactions contemplated hereby. (b) he, she or it has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as 4.4 All action necessary to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof; (c) he, she or it has made an investigation of the Company and its business as it deemed necessary and has had an opportunity to discuss and review the Company’s business, management and financial affairs with the Company’s management as it deemed necessary; (d) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants), as applicable, being purchased taken by such Purchaser are being acquired for to authorize the Purchaser’s own account for the purpose execution, delivery and performance of investment this Agreement and not with a view to or for sale all other agreements and instruments delivered by such Purchaser in connection with any distribution thereof; (e) he, she or it understands that (i) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) transactions contemplated hereby and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) have not thereby has been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 504, 505 or 506 promulgated under the Securities Act, (ii) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) duly and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, (iii) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) will bear a legend to such effect and (iv) the Company will make a notation on its transfer books to such effect; (f) this validly taken. This Agreement has been duly executed and delivered by such Purchaser and Purchaser. This Agreement constitutes the legalvalid, valid binding and binding enforceable obligation of such Purchaser, enforceable in accordance with the terms its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity. The purchase by such Purchaser of the Agreement; andShares does not conflict with the organizational documents of such Purchaser or with any material contract under which such Purchaser or its property is bound, or any laws or regulations or decree, ruling or judgment of any court applicable to such Purchaser or its property. (g) he, she or it is an Accredited Investor as 4.5 Such Purchaser understands and acknowledges that term is defined in Rule 501(a) promulgated the offering of the Shares pursuant to this Agreement will not be registered under the Securities ActAct on the grounds that the offering and sale of the Shares is exempt from registration under the Securities Act pursuant to Section 4(a)(2) thereof and exempt from registration pursuant to applicable state securities or blue sky laws, and that the Company’s reliance upon such exemptions is predicated upon such Purchaser’s representations and warranties set forth in this Agreement. Such Purchaser understands and acknowledges that the Shares will be characterized as “restricted securities” under the Securities Act and such laws and may not be sold unless the Shares are subsequently registered under the Securities Act and qualified under state law or unless an exemption from such registration and such qualification is available. 4.6 Such Purchaser (a) is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks involved in purchasing the Shares and to make an informed decision relating thereto, (b) has the ability to bear the economic risk of such Purchaser’s prospective investment in the Shares and (c) has not been offered the Shares by any form of advertisement, article, notice or other communication published in any newspaper, magazine, or similar medium; or broadcast over television or radio; or any seminar or meeting whose attendees have been invited by any such medium. 4.7 Such Purchaser has a substantive, pre-existing relationship with the Company. Such Purchaser (a) was not identified or contacted through the marketing of the IPO and (b) did not independently contact the Company as a result of the general solicitation by means of the Registration Statement. 4.8 Such Purchaser has not incurred any liability for any finder’s fees or similar payments in connection with the transactions herein contemplated. 4.9 Such Purchaser will have available at the closing sufficient funds to acquire the Shares to be purchased by such Purchaser pursuant to this Agreement. 4.10 Such Purchaser has delivered a completed and executed IRS Form W-9 and will complete, execute and deliver such additional documentation related to tax withholding or tax filings as the Company may request from time to time. Such Purchaser confirms that such IRS Form W-9 is true, correct and complete in all respects. 4.11 The amounts to be paid by such Purchaser to the Company in respect of the Purchase Price are not, and will not be, directly, or to such Purchaser’s knowledge indirectly, derived from activities that may contravene federal, state or foreign laws and regulations, including anti money laundering and terrorist financing laws and regulations, and, to the best of such Purchaser’s knowledge, neither (a) such Purchaser, nor (b) any person or entity for which such Purchaser is acting as agent or nominee in connection with this Agreement is located in a country or territory, or is an individual or entity named on any list administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), nor is any such person or entity prohibited (nor will they be prohibited) from investing in the Company under any OFAC administered sanctions or embargo programs. The Company reserves the right to request such information as is necessary to verify the identity of such Purchaser or any individual or entity having signatory or other similar authority over such Purchaser with respect to this Agreement and the transactions contemplated hereby, and may seek to verify such identity and the source of funds for the Purchase Price. 4.12 Concurrently with entering into this Agreement, such Purchaser will enter into a customary 180-day underwriters’ lock-up agreement with respect to the Shares consistent with the form of lock-up agreement affiliates of the Company are required to enter into in connection with the IPO.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser severally represents and warrants to the Company that: : (a) he, she or it has full power and authority to enter into and perform this Agreement in accordance with its terms, and, if it is not a natural person, and it was not organized for the specific purpose of acquiring the Notes or the Warrants; Conversion Shares (collectively, the “Securities”); (b) he, she or it has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof; ; (c) he, she or it has made an investigation of the Company and its business as it deemed necessary and has had an opportunity to review all reports, schedules, forms, statements and other documents filed by the Company with the Commission, including the exhibits thereto and documents incorporated by reference therein, and to discuss and review the Company’s business, management and financial affairs with the Company’s management as it deemed necessary; ; (d) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants), as applicable, being purchased by such Purchaser it are being acquired for the Purchaser’s its own account for the purpose of investment and not with a view to the public resale or for sale in connection with any distribution thereof; thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”); (e) he, she or it understands that (i) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 504, 505 or 506 promulgated under the Securities Act, (ii) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registrationand applicable regulations thereunder the Securities may be resold without registration under the Securities Act only in certain limited circumstances, (iii) the Notes (including certificates evidencing the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) will bear a legend substantially similar to such effect that set forth below: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER SUCH LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS. and (iv) the Company will make a notation on its transfer books to such effect; ; (f) this Agreement has been duly executed and delivered by such Purchaser it and constitutes the legal, valid and binding obligation of such Purchaserit, enforceable in accordance with the terms of the Agreement; and and (g) he, she or it is an Accredited Investor “accredited investor” as that term is defined in Rule 501(a) 501 promulgated under the Securities Act.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser severally represents and warrants to the Company that: : (a) he, she or it has full power and authority to enter into and perform this Agreement in accordance with its terms, and, if it is not a natural person, and it was not organized for the specific purpose of acquiring the Notes Notes, the Conversion Securities, or shares of Common Stock issuable upon conversion of the Warrants; Conversion Securities (collectively, the “Securities”); (b) he, she or it has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof; ; (c) he, she or it has made an investigation of the Company and its business as it deemed necessary and has had an opportunity to discuss and review the Company’s business, management and financial affairs with the Company’s management as it deemed necessary; ; (d) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants), as applicable, being purchased by such Purchaser it are being acquired for the Purchaser’s its own account for the purpose of investment and not with a view to the public resale or for sale in connection with any distribution thereof; thereof within the meaning of the Securities Act; (e) he, she or it understands that (i) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 504, 505 or 506 promulgated under the Securities Act, (ii) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registrationand applicable regulations thereunder the Securities may be resold without registration under the Securities Act only in certain limited circumstances, (iii) the Notes (including certificates evidencing the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) will bear a legend substantially similar to such effect that set forth below: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER SUCH LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS. and (iv) the Company will make a notation on its transfer books to such effect; ; (f) this Agreement has been duly executed and delivered by such Purchaser it and constitutes the legal, valid and binding obligation of such Purchaserit, enforceable in accordance with the terms of the Agreement; and and (g) he, she or it is an Accredited Investor “accredited investor” as that term is defined in Rule 501(a) 501 promulgated under the Securities Act.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each Purchaser of the Purchasers severally represents and warrants to for itself that: Investment Intent. The Preferred Shares being acquired by such Purchaser hereunder are being purchased, and the Company that: (a) he, she or it has full power and authority to enter into and perform this Agreement in accordance with its terms, and, if it is not a natural person, it was not organized for the specific purpose of acquiring the Notes or the Warrants; (b) he, she or it has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof; (c) he, she or it has made an investigation of the Company and its business as it deemed necessary and has had an opportunity to discuss and review the Company’s business, management and financial affairs with the Company’s management as it deemed necessary; (d) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued Conversion Stock acquired by such Purchaser upon conversion of the Notes) and the Warrants (including the Warrant such Preferred Shares issued upon exercise of the Warrants)will be acquired, as applicable, being purchased by for such Purchaser are being acquired for the Purchaser’s 's own account for the purpose of investment and not with a the view to to, or for sale resale in connection with with, any distribution thereof; (e) he, she or it public offering thereof within the meaning of the Securities Act. Such Purchaser understands that (i) the Notes (including Preferred Shares and the Qualifying Financing Securities or the shares of Existing Preferred Conversion Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) have not been registered under the Securities Act or any applicable state laws by reason of their issuance or contemplated issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act and such state laws, and that the reliance of the Company and others upon this exemption is predicated in part upon this representation and warranty. Such Purchaser further understands that the Preferred Shares and the Conversion Stock may not be transferred or resold without (a) registration under the Securities Act and any applicable state securities laws, or (b) an exemption from the requirements of the Securities Act and applicable state securities laws. Such Purchaser understands that an exemption from such registration is not currently available pursuant to Section 4(2) thereof or Rule 504, 505 or 506 144 promulgated under the Securities ActAct by the Commission and that in any event such Purchaser may not sell any securities pursuant to Rule 144 prior to the expiration of a one-year period after such Purchaser has acquired the securities. Such Purchaser understands that any sales pursuant to Rule 144 may only be made in full compliance with the provisions of Rule 144. Location of Principal Office and Qualification as Accredited Investor. The state in which such Purchaser's principal office (or domicile, (iiif such Purchaser is an individual) is set forth in such Purchaser's address in Schedule A hereto. Such Purchaser qualifies as an accredited investor within the Notes (including the Qualifying Financing Securities or the shares meaning of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) must be held indefinitely unless a subsequent disposition thereof is registered Rule 501 under the Securities Act or for the reasons specified on such Purchaser's Certification attached to this Agreement. Such Purchaser has such knowledge and experience in financial and business matters that such Purchaser is exempt from such registration, (iii) capable of evaluating the Notes (including merits and risks of the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, investment to be issued upon conversion made hereunder by such Purchaser. Such Purchaser has and has had access to all of the Notes) Company's material books and records and access to the Warrants (including the Warrant Shares issued upon exercise of the Warrants) will bear a legend Company's executive officers has been provided to such effect and (iv) the Company will make a notation on its transfer books Purchaser or to such effect; (f) this Purchaser's qualified agents. Acts and Proceedings. This Agreement has been duly authorized by all necessary action on the part of such Purchaser, has been duly executed and delivered by such Purchaser Purchaser, and constitutes the legal, is a valid and binding obligation agreement upon the part of such Purchaser enforceable against such Purchaser in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization, or other similar laws affecting enforcement of creditors' rights generally, and except for judicial limitations on the enforcement of the remedy of specific enforcement and other equitable remedies. No Brokers or Finders. No person, firm or corporation has or will have, as a result of any act or omission by such Purchaser, enforceable any right, interest or valid claim against the Company for any commission, fee or other compensation as a finder or broker, or in accordance any similar capacity, in connection with the terms transactions contemplated by this Agreement. Such Purchaser will indemnify and hold the Company harmless against any and all liability with respect to any such commission, fee or other compensation which may be payable or determined to be payable as a result of the actions of such Purchaser in connection with the transactions contemplated by this Agreement; and (g) he. Conditions of Each Purchaser's Obligation. The obligation to purchase and pay for the Preferred Shares which each Purchaser has agreed to purchase on the Closing Date is subject to the fulfillment prior to or on the Closing Date of the following conditions. In the event that any such condition is not satisfied to the satisfaction of each Purchaser, she or it is an Accredited Investor as that term is defined in Rule 501(a) promulgated under then no Purchaser shall be obligated to proceed with the Securities Actpurchase of such Preferred Shares.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. (a) Each Purchaser severally represents hereby makes the following representations and warrants warranties with respect to the Company thatitself: (ai) heSuch Purchaser has the right, she or it has full power and authority to execute and deliver this Agreement and to perform fully its respective obligations hereunder. Such Purchaser has taken all necessary actions required to authorize the execution, delivery, and performance of this Agreement, and no further consent or approval is required for it to enter into and perform deliver this Agreement in accordance with and to perform its terms, and, if it is not a natural person, it was not organized for the specific purpose of acquiring the Notes or the Warrants; (b) he, she or it has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof; (c) he, she or it has made an investigation of the Company and its business as it deemed necessary and has had an opportunity to discuss and review the Company’s business, management and financial affairs with the Company’s management as it deemed necessary; (d) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants), as applicable, being purchased by such Purchaser are being acquired for the Purchaser’s own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof; (e) he, she or it understands that (i) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 504, 505 or 506 promulgated under the Securities Act, (ii) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, (iii) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) will bear a legend to such effect and (iv) the Company will make a notation on its transfer books to such effect; (f) this obligations hereunder. This Agreement has been duly executed and delivered by such Purchaser and constitutes the legal, valid and binding obligation of such Purchaser, Purchaser enforceable in accordance with the terms its terms. No court order or decree of any federal, state or local governmental authority or regulatory body is in effect that would prevent or impair or is required for such Purchaser’s consummation of the transactions contemplated by this Agreement; and, and no consent of any third party that has not been obtained is required therefor, except for the entry of the Sale Order. (gii) heThe Securities are being acquired by such Purchaser for investment on its own account, she not as a nominee or agent and not with a view to the resale or distribution of any part thereof. (iii) Such Purchaser acknowledges that it is able to bear the economic risk of its investment and to hold the Securities indefinitely and that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Securities. (iv) Such Purchaser understands that the Securities are characterized as “restricted securities” under the federal securities laws in as much as they are being acquired from Seller in a transaction not involving a public offering and that under such laws and applicable regulations the Securities may be resold without registration under the Securities Act of 1933, as amended (the “Securities Act”), only in certain limited circumstances. Such Purchaser acknowledges that the Securities are being sold in reliance upon specific exemptions from such laws, which exemptions depend, among other things, upon the bona fide nature of such Purchaser’s investment intent and the accuracy of its representations. (v) Such Purchaser acknowledges that the Securities must be held indefinitely unless subsequently registered under the Securities Act, and any applicable state law, or unless an exemption from registration is otherwise available. Such Purchaser understands that the registrar or transfer agent for the Securities will not be required to accept for registration or transfer any Securities except upon presentation of evidence reasonably satisfactory to the issuer of such Securities that such transfer is in full compliance with all applicable federal and state securities laws. Such Purchaser also acknowledges that the certificates representing the Securities will be imprinted with a restrictive transfer legend. (vi) Such Purchaser understands that at the time it wishes to sell any of the Securities, if ever, there may be no public market or private market in which to make a sale, there may be no public market valuation criteria available and it may not have the right to require the issuer of such Securities to register the Securities, all of which may severely limit such Purchaser’s ability to sell the Securities for what it would consider to be a fair price. (vii) Such Purchaser represents and warrants that it is an Accredited Investor “accredited investor” as that term is defined in Regulation D, Rule 501(a) promulgated 501, under the Securities Act. (b) Cxxxxxxx hereby represents and warrants that it is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Minnesota.

REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each By signing this Agreement, each undersigned Purchaser severally hereby represents and warrants to the Company thatas follows as an inducement to the Company to accept the subscription of the Purchaser: (aA) he, she or it has full power The Purchaser acknowledges and authority to enter into and perform this Agreement in accordance with its terms, and, if it is not a natural person, it was not organized for the specific purpose of acquiring the Notes or the Warrants; (b) he, she or it has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof; (c) he, she or it has made an investigation of the Company and its business as it deemed necessary and has had an opportunity to discuss and review the Company’s business, management and financial affairs with the Company’s management as it deemed necessary; (d) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants), as applicable, being purchased by such Purchaser are being acquired for the Purchaser’s own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof; (e) he, she or it understands agrees that (i) the Notes (including offering and sale of the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, are intended to be issued upon conversion exempt from registration under the Securities Act by virtue of Section 4(2) of the NotesSecurities Act and/or Regulation D promulgated thereunder, (ii) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) Securities have not been registered under the Securities Act and (iii) that the Company has represented to the Purchaser (assuming the veracity of the representations of the Purchaser made herein and in the Questionnaire annexed hereto at Exhibit A) that the Securities have been offered and sold by the Company in reliance upon an exemption from registration provided in Section 4(2) of the Securities Act and Regulation D thereunder. In accordance therewith and in furtherance thereof, the Purchaser represents and warrants to and agrees with the Company that it is an accredited investor (as defined in Rule 501 promulgated under the Securities Act) for the reason indicated in Article I of their issuance this Subscription Agreement. (B) The Purchaser hereby represents and warrants that the Purchaser is acquiring the Securities hereunder for its own account for investment and not with a view to distribution, and with no present intention of distributing the Securities or selling the Securities for distribution. The Purchaser understands that the Securities are being sold to the Purchaser in a transaction which is exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 504Act. Accordingly, 505 or 506 promulgated under the Purchaser acknowledges that it has been advised that the Securities Act, (ii) the Notes (including the Qualifying Financing Securities or the shares of Existing Preferred Stock, as the case may be, to be issued upon conversion of the Notes) and the Warrants (including the Warrant Shares issued upon exercise of the Warrants) must be held indefinitely unless a subsequent disposition thereof is have not been registered under the Securities Act and are being sold by the Company in reliance upon the veracity of the Purchaser’s representations contained herein and upon the exemption from the registration requirements provided by the Securities Act and the securities laws of all applicable states. The Purchaser’s acquisition of the Securities shall constitute a confirmation of the foregoing representation and warranty and understanding thereof. (C) The Purchaser (or its “Purchaser Representative”, if any) has such knowledge and experience in financial and business matters as is exempt from required for evaluating the merits and risks of making this investment, and the Purchaser or its Purchaser Representative(s) has received such registrationinformation requested by the Purchaser concerning the business, (iii) management and financial affairs of the Notes (including Company in order to evaluate the Qualifying Financing Securities merits and risks of making this investment. Further, the Purchaser acknowledges that the Purchaser has had the opportunity to ask questions of, and receive answers from, the officers of the Company concerning the terms and conditions of this investment and to obtain information relating to the organization, operation and business of the Company and of the Company's contracts, agreements and obligations or needed to verify the accuracy of any information contained herein or any other information about the Company. Except as set forth in this Agreement, no representation or warranty is made by the Company to induce the Purchaser to make this investment, and any representation or warranty not made herein or therein is specifically disclaimed and no information furnished to the Purchaser or the shares Purchaser’s advisor(s) in connection with the sale were in any way inconsistent with the information stated herein. The Purchaser further understands and acknowledges that no person has been authorized by the Company to make any representations or warranties concerning the Company, including as to the accuracy or completeness of Existing Preferred Stockthe information contained in this Agreement. (D) The Purchaser is making the foregoing representations and warranties with the intent that they may be relied upon by the Company in determining the suitability of the sale of the Securities to the Purchaser for purposes of federal and state securities laws. Accordingly, each Purchaser represents and warrants that the information stated herein is true, accurate and complete, and agrees to notify and supply corrective information promptly to the Company as provided above if any of such information becomes inaccurate or incomplete. The Purchaser has completed this Agreement and Questionnaire, has delivered it herewith and represents and warrants that it is accurate and true in all respects and that it accurately and completely sets forth the case may befinancial condition of the Purchaser on the date hereof. The Purchaser has no reason to expect there will be any material adverse change in its financial condition and will advise the Company of any such changes occurring prior to the closing or termination of the Offering. (E) The Purchaser is not subscribing for any of the Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, any seminar or meeting, or any solicitation of a subscription by a person not previously known to the Purchaser in connection with investments in Securities generally. (F) The Purchaser has received or obtained access to certain information regarding the Company, including this Agreement, the SEC Reports and other accompanying documents of the Company receipt of which is hereby acknowledged. The Purchaser has carefully reviewed all information provided to it and has carefully evaluated and understands the risks described therein related to the Company and an investment in the Company, and understands and has relied only on the information provided to it in writing by the Company relating to this investment. No agent prepared any of the information to be issued upon conversion delivered to prospective investors in connection with this transaction. Prospective investors are advised to conduct their own review of the Notes) business, properties and the Warrants (including the Warrant Shares issued upon exercise affairs of the WarrantsCompany before subscribing to purchase the Securities. (G) will bear a legend to such effect The Purchaser also understands and (iv) agrees that, although the Company will make a notation on use its transfer books best efforts to keep the information provided in this Agreement strictly confidential, the Company or its counsel may present this Agreement and the information provided in answer to it to such effect;parties as they may deem advisable if called upon to establish the availability under any federal or state securities laws of an exemption from registration of the private placement or if the contents thereof are relevant to any issue in any action, suit or proceeding to which the Company or its affiliates is a party, or by which they are or may be bound or as otherwise required by law or regulatory authority. (fH) The individual signing below on behalf of any entity hereby warrants and represents that he/she is authorized to execute this Agreement on behalf of such entity. If an individual, the Purchaser has reached the age of majority in the state in which the Purchaser resides. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action, if any, in respect thereof on the part of Purchasers and no other proceedings on the part of Purchasers are necessary to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Purchaser Purchasers and constitutes the legal, a valid and binding obligation of such PurchaserPurchasers, enforceable against Purchasers in accordance with its terms (subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (whether applied in a proceeding in equity or at law)). (I) The Purchaser is aware that the terms offering of the Agreement; andSecurities involves securities for which only a limited trading market exists, thereby requiring any investment to be maintained for an indefinite period of time. The purchase of the Securities involves risks which the Purchaser has evaluated, and the Purchaser is able to bear the economic risk of the purchase of such Securities and the loss of its entire investment. The undersigned is able to bear the substantial economic risk of the investment for an indefinite period of time, has no need for liquidity in such investment and can afford a complete loss of such investment. The Purchaser’s overall commitment to investments that are not readily marketable is not, and his acquisition of the Securities will not cause such overall commitment to become, disproportionate to his net worth and the Purchaser has adequate means of providing for its current needs and contingencies. (gJ) heThe Purchaser acknowledges and agrees that there is no “minimum” offering amount for the Securities offered hereby. The Purchaser acknowledges and agrees that funds may be immediately released to the Company. (K) In entering into this Agreement and in purchasing the Securities, she the Purchaser further acknowledges that: (i) The Company has informed the Purchaser that the Securities have not been offered for sale by means of general advertising or solicitation and the Purchaser acknowledges that it has either a pre-existing personal or business relationship with either the Company or any of its officers, directors or controlling person, of a nature and duration such as would enable a reasonable prudent investor to be aware of the character, business acumen, and general business and financial circumstances of the Company and an investment in the Securities. (ii) Neither the Securities nor any interest therein may be resold by the Purchaser in the absence of a registration under the Securities Act or an exemption from registration. In particular, the Purchaser is an Accredited Investor aware that all of the foregoing described Securities will be “restricted securities”, as that such term is defined in Rule 501(a) 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144, unless the conditions thereof are met. Other than set forth in this Agreement, the Company has no obligation to register any securities purchased or issuable hereunder. (iii) The following legends (or similar language) shall be placed on the certificate(s) or other instruments evidencing the Securities: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH NOTES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH NOTES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH NOTES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS. (iv) The Company may at any time place a stop transfer order on its transfer books against the Securities. Such stop order will be removed, and further transfer of the Securities will be permitted, upon an effective registration of the respective Securities, or the receipt by the Company of an opinion of counsel satisfactory to the Company that such further transfer may be effected pursuant to an applicable exemption from registration. (L) The Company has employed its own legal counsel in connection with the Offering. The Purchasers have not been represented by independent counsel in connection with the preparation of this Agreement or the terms of this Offering and no investigation of the merits or fairness of the Offering has been conducted on behalf of the Purchasers. Prospective Purchasers should consult with their own legal, tax and financial advisors with respect to the Offering made pursuant to this Agreement. (M) (insert name of Purchaser Representative: if none leave blank) has acted as the Purchaser’s Purchaser Representative for purposes of the private placement exemption under the Act. If the Purchaser has appointed a Purchaser Representative (which term is used herein with the same meaning as given in Rule 501(h) of Regulation D), the Purchaser has been advised by his Purchaser Representative as to the merits and risks of an investment in the Company in general and the suitability of an investment in the Securities for the Purchaser in particular. (N) The undersigned hereby acknowledges that officers, affiliates, employees and directors of the Company and/or the Selling Agents may purchase Securities in the Offering. (O) It never has been represented, guaranteed or warranted by the Company, any of the officers, directors, stockholders, partners, employees or agents of the Company, or any other persons, whether expressly or by implication, that: (i) the Company or the Purchasers will realize any given percentage of profits and/or amount or type of consideration, profit or loss as a result of the Company’s activities or the Purchaser’s investment in the Company; or (ii) the past performance or experience of the management of the Company, or of any other person, will in any way indicate the predictable results of the ownership of the Securities or of the Company’s activities.