Common use of Representations and Warranties of the Consultant Clause in Contracts

Representations and Warranties of the Consultant. This Agreement and the issuance of the Shares hereunder is made by the Company in reliance upon the express representations and warranties of the Consultant, which by acceptance hereof the Consultant confirms that: (a) The Shares issued to the Consultant pursuant to this Agreement are being acquired by the Consultant for its own account, for investment purposes, and not with a view to, or for sale in connection with, any distribution of the Shares. (b) The Shares issued to the Consultant pursuant to this Agreement are being acquired by the Consultant for its own account, for investment purposes, and not with a view to, or for sale in connection with, any distribution of the Shares. (c) Consultant further represents that Consultant has had access to the financial statements or books and records of the Company, has had the opportunity to ask questions of the Company concerning its business, operations and financial condition and to obtain additional information reasonably necessary to verify the accuracy of such information. (d) Unless and until the Shares are registered under the Securities Act, all certificates representing the Shares and any certificates subsequently issued in substitution therefore and any certificate for any securities issued pursuant to any stock split, share reclassification, stock dividend or other similar capital event shall bear legends in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE ‘SECURITIES ACT’) OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM. (e) The Consultant is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act.

Representations and Warranties of the Consultant. This Agreement and the issuance and grant of the Shares common stock hereunder is made by the Company in reliance upon the express representations and warranties of the Consultant, which by acceptance hereof the Consultant confirms that: (a) The Shares issued granted to the Consultant him pursuant to this Agreement are being acquired by the Consultant him for its own account, for investment purposes, and not with a view to, or for sale in connection with, any distribution of the Shares.. It is understood that the Shares have not been registered under the Act by reason of a specific exemption from the registration provisions of the Act which depends, among other things, upon the bona fide nature of his representations as expressed herein; (b) The Shares issued to the Consultant pursuant to this Agreement are being acquired must be held by the Consultant for its own account, for investment purposes, indefinitely unless they are subsequently registered under the Act and not with a view toany applicable state securities laws, or for sale in connection with, an exemption from such registration is available. The Company is under no obligation to register the Shares or to make available any distribution of the Shares.such exemption; and (c) Consultant further represents that Consultant has had access to the financial statements or books and records of the Company, has had the opportunity to ask questions of the Company concerning its business, operations and financial condition and to obtain additional information reasonably necessary to verify the accuracy of such information., (d) Unless and until the Shares represented by this Grant are registered under the Securities Act, all certificates representing the Shares and any certificates subsequently issued in substitution therefore and any certificate for any securities issued pursuant to any stock split, share reclassification, stock dividend or other similar capital event shall bear legends in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE ‘'SECURITIES ACT’') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM. (e) Consultant understands that he or she will recognize income, for Federal and state income tax purposes, in an amount equal to the amount by which the fair market value of the Shares, as of the date of grant, exceeds the price paid by Consultant, if any. The acceptance of the Shares by Consultant shall constitute an agreement by Consultant to report such income in accordance with then applicable law. Withholding for federal or state income and employment tax purposes will be made, if and as required by law, from Consultant's then current compensation, or, if such current compensation is an “accredited investor” as insufficient to satisfy withholding tax liability, the Company may require Consultant to make a cash payment to cover such term is defined in Rule 501 of Regulation D promulgated under the Securities Actliability.

Representations and Warranties of the Consultant. This Agreement and the issuance of the Shares hereunder is made by the Company in reliance upon the express representations and warranties of the Consultant, which by acceptance hereof the Consultant confirms that: that Consultant (aon its own behalf and on behalf of any and all related parties, affiliates, owners, members, employees, officers, and directors) The Shares issued agrees it (and such persons) will comply with all laws, rules and regulations related to the Consultant activities on behalf of the Company contemplated pursuant to this Agreement are being acquired by the Agreement. Consultant shall provide a prominent notice on all newsletters and websites/webcasts/interview materials and other communications with investors or prospective investors in which Consultant may be reasonably deemed to be giving advice or making a recommendation that Consultant has been compensated for its own accountservices, for investment purposesall consideration received by Consultant from the Company (including cash), and not with a view toand, if applicable, that Consultant received or for sale in connection with, any distribution owns stock of the Shares. Company (directly or indirectly) specifically referencing Company by name and the number of shares received (directly or indirectly) and will profit from its promotional activities for Company, including the number of shares and whether it has or will be making sales during any period. Consultant agrees that it will not conceal at any time if it will, directly or indirectly, be selling shares while promoting the stock and recommending that investors purchase the stock of Company. Consultant covenants and agrees that it will at all times engage in acts, practices and courses of business that comply with Section 17(a) and (b) The Shares issued to the Consultant pursuant to this Agreement are being acquired by the Consultant for its own account, for investment purposes, and not with a view to, or for sale in connection with, any distribution of the Shares. (c) Consultant further represents that Consultant has had access to the financial statements or books and records of the Company, has had the opportunity to ask questions of the Company concerning its business, operations and financial condition and to obtain additional information reasonably necessary to verify the accuracy of such information. (d) Unless and until the Shares are registered under the Securities Act, as well as Section 10(b) of the Securities Exchange Act of 1934, as amended, and has adopted policies and procedures adequate to assure all certificates representing of Consultant’s personnel are aware of the Shares limitation on their activities, and any certificates subsequently issued the disclosure obligations, imposed by such laws and the rules and regulations promulgated thereunder. Consultant is aware that the federal securities laws restrict trading in substitution therefore the Company securities while in possession of material non-public information concerning the Company as well as the Requirements of Regulation FD that prohibit communications of material nonpublic information, and any certificate for any securities issued pursuant the requirements thereof in the event of an unintentional or inadvertent nonpublic disclosure. Consultant agrees to immediately inform Company in the event that an actual or potential Regulation FD disclosure has occurred and assist counsel in the method by which corrective steps should be taken. Consultant acknowledges that with respect to any stock splitCompany securities now or at any time hereafter beneficially owned by Consultant or any of its affiliates, share reclassificationthat it will refrain from trading in the Company’s securities while he or any such affiliate is in possession of material non-public information concerning the Company, stock dividend its financial condition, or other similar capital event shall bear legends in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE ‘SECURITIES ACT’) OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM. (e) The Consultant is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act.its business and affairs or prospects

Representations and Warranties of the Consultant. This Agreement and the issuance of the Shares hereunder is made by the Company in reliance upon the express representations and warranties of the Consultant, which by acceptance hereof the Consultant confirms that: (a) The Shares issued Consultant hereby represents and warrants to the Company that he has the full right, power and capacity to execute and deliver this Agreement and perform its obligations hereunder; that the execution and delivery of this Agreement and the performance by the Consultant of its obligations pursuant to this Agreement are being acquired do not constitute a breach of or a default under any agreement or instrument to which the Consultant is a party; and that this Agreement, upon execution and delivery of the same by the Consultant for its own accountConsultant, for investment purposes, will represent the valid and not with a view to, or for sale in connection with, any distribution binding obligation of the SharesConsultant enforceable in accordance with its terms. (b) The Shares issued to Consultant hereby acknowledges that the Consultant shares of Common Stock issuable upon exercise of the Compensation Options pursuant to this Agreement are being acquired by the Consultant for its own accountwill be restricted and have not (and will not, for investment purposesupon issuance, and not with a view to, or for sale in connection with, any distribution of the Shares. (chave) Consultant further represents that Consultant has had access to the financial statements or books and records of the Company, has had the opportunity to ask questions of the Company concerning its business, operations and financial condition and to obtain additional information reasonably necessary to verify the accuracy of such information. (d) Unless and until the Shares are been registered under the Securities Act, all certificates representing the Shares Act or any state securities laws and any certificates subsequently issued in substitution therefore and any certificate for any securities issued may be resold only if registered pursuant to the provisions thereunder or if an exemption from registration is available. The Consultant does not intend to dispose of all or any stock splitpart of the shares of Common Stock issuable upon exercise of the Compensation Options received pursuant to this Agreement except in compliance with the provisions of the Securities Act of 1933, share reclassification, stock dividend or other similar capital event shall bear legends in substantially as amended (the “Securities Act”) and applicable state securities laws. The Consultant hereby acknowledges and agrees that the Company may insert the following formor similar legend on the face of the certificates evidencing such shares, if required in compliance with the Securities Act or state securities laws: THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE ‘SECURITIES ACT’) OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM. (e) The Consultant is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated These securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and may not be sold or otherwise transferred or disposed of except pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or an opinion of counsel satisfactory to counsel to the issuer that an exemption from registration under the act and any applicable state securities laws is available.”

Representations and Warranties of the Consultant. This In order to induce the Company to enter into this Agreement, the Consultant hereby makes the following unconditional representations and warranties: In connection with its execution of and performance under this Agreement, the Consultant has not taken and will not take any action that will cause it to become required to make any filings with or to register in any capacity with the Securities and Exchange Commission (the "SEC"), the National Association of Securities Dealers, Inc. (the "NASD"), the securities commissioner or department of any state, or any other regulatory or governmental body or agency. ----------------------------------------------------------------------------- 2 Consulting Agreement and for FIIH Mirador [LOGO] Consulting Neither the issuance Consultant nor any of the Shares hereunder its principals is made subject to any sanction or restriction imposed by the Company in reliance upon SEC, the express representations and warranties of NASD, any state securities commission or department, or any other regulatory or governmental body or agency, which would prohibit, limit or curtail the Consultant, which by acceptance hereof 's execution of this Agreement or the Consultant confirms that: (a) performance of its obligation hereunder. The Shares issued to the Consultant Consultant's purchase of shares pursuant to this Agreement are being acquired by the Consultant is an investment made for its own account. The Consultant is permitted to provide consulting services to any corporation or entity engaged in a business identical or similar to the Company's. Duties of the Company. The Company will supply Consultant, for investment purposeson a regular basis and timely basis, with all approved data and information about the Company, its management, its products, and not its operations as reasonably requested by Consultant and which the Company can obtain with a view toreasonable effort; and Company shall be responsible for advising Consultant of any facts which would affect the accuracy of any prior data and information previously supplied to Consultant so that the Consultant may take corrective action. The Company's counsel must, or for sale in connection withwithin five (5) business days of receiving written notice from the Consultant, any distribution of the Shares. (b) The Shares issued provide an opinion letter to the Consultant and the Transfer Agent for the Company's Restricted Stock addressing the permissible resale of the Restricted Stock and the M&A Restricted Stock (pursuant to this Agreement are being acquired by Rule 144 of the Securities Act of 1933, as amended (the "1933 Act") transferred to the Consultant for its own account, for investment purposes, and not with a view to, or for sale in connection with, any distribution of the Sharesunder this Agreement. (c) Consultant further represents that Consultant has had access to the financial statements or books and records of the Company, has had the opportunity to ask questions of the Company concerning its business, operations and financial condition and to obtain additional information reasonably necessary to verify the accuracy of such information. (d) Unless and until the Shares are registered under the Securities Act, all certificates representing the Shares and any certificates subsequently issued in substitution therefore and any certificate for any securities issued pursuant to any stock split, share reclassification, stock dividend or other similar capital event shall bear legends in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE ‘SECURITIES ACT’) OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM. (e) The Consultant is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act.

Representations and Warranties of the Consultant. This Agreement The Consultant hereby represents and the issuance of the Shares hereunder is made by warrants to the Company in reliance upon the express representations and warranties of the Consultant, which by acceptance hereof the Consultant confirms thatas follows: (a) The Shares issued to Consultant understands that the Consultant pursuant to this Agreement are being acquired by the Consultant for its own account, for investment purposesShares have not been, and will not with a view tobe, registered under the Securities Act of 1933, as amended (the “Act”), or for sale in connection with, the securities laws of any distribution state by reason of a specific exemption from the registration provisions of the SharesAct and the applicable state securities laws, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Consultant’s representations and warranties as expressed herein. (b) The Shares issued to Consultant acknowledges and understands that the Consultant pursuant to this Agreement Shares are being acquired by the Consultant for its own account, for investment purposes, purposes and not with a view toto distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part of the Consultant Shares for any particular price, or for sale at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing the securities made in connection with, any distribution full compliance with all applicable provisions of the SharesAct, the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”) thereunder, and applicable state securities laws. The Company has no obligation or intention to register the Consultant Shares for resale at this time, nor has the Company made any representations, warranties, or covenants regarding the registration of the Consultant Shares or compliance with Regulation A or some other exemption under the Act. (c) The Consultant further represents acknowledges that Consultant that it has had access to the financial statements been furnished with or books and records of the Company, has had the opportunity to ask questions acquire, and to review, (i) copies of the Company concerning its Company’s most recent Annual Report on Form 10-K filed with the SEC and any Form 10-Q and Form 8-K filed thereafter, and other publicly available documents, and (ii) has had the opportunity to discuss the Company’s business, operations management and financial condition and to obtain additional information reasonably necessary to verify affairs with duly authorized officers and/or other representatives of the accuracy of such informationCompany. (d) Unless and until The Consultant is aware that the Consultant Shares are and will be, when issued, “restricted securities” as that term is defined in Rule 144 of the general rules and regulations under the Act. The Consultant acknowledges that the Consultant Shares must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. The Consultant is aware of the provisions of Rule 144 promulgated under the Act which permit investors who have satisfied a certain holding period to resell under certain conditions such securities or a portion of such securities. The Consultant acknowledges that it is not relying on the Company in any way to satisfy the conditions precedent for resale of the securities pursuant to Rule 144 under the Act, . (e) The Consultant understands that any and all certificates representing the Consultant Shares and any certificates subsequently and all securities issued in substitution therefore and any certificate for any securities issued pursuant to any stock split, share reclassification, stock dividend replacement thereof or other similar capital event in exchange therefor initially shall bear legends in substantially the following formlegend, or one substantially similar thereto, which the Consultant has read and understands: THESE “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE ‘SECURITIES ACT’) 1933, AS AMENDED, OR UNDER THE APPLICABLE OR ANY STATE SECURITIES LAWS OF ANY STATE. AND NEITHER THESE THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE ABSENCE OPINION OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATECOUNSEL FOR THIS CORPORATION, UNLESS PURSUANT TO EXEMPTIONS THEREFROMIS AVAILABLE.” (ef) The Consultant acknowledges that it has reviewed with its own tax advisors the federal, state, local and foreign tax consequences of the acquisition of the Consultant Shares as contemplated herein, and that the Consultant is an “accredited investor” relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Consultant understands that the Consultant (and not the Company) shall be responsible for any tax liability that may arise as such term is defined in Rule 501 a result of Regulation D promulgated under the Securities Actacquisition of the Consultant Shares as contemplated herein.

Representations and Warranties of the Consultant. This Agreement and the issuance of the Shares hereunder is made by the Company in reliance upon the express representations and warranties of the Consultant, which by acceptance hereof the Consultant confirms that: (a) The Shares issued to the Consultant pursuant to this Agreement are being acquired by the Consultant for its own account, for investment purposes, and not with a view to, or for sale in connection with, any distribution of the Shares. (b) The Shares issued to the Consultant pursuant to this Agreement are being acquired must be held by the Consultant for its own accountindefinitely unless they are registered under the Securities Act of 1933, for investment purposes, as amended (the “Securities Act”) and not with a view toany applicable state securities laws, or for sale in connection with, an exemption from such registration is available. The Company is under no obligation to register the Shares or to make available any distribution of the Sharessuch exemption. (c) Consultant further represents that Consultant has had access to the financial statements or books and records of the Company, has had the opportunity to ask questions of the Company concerning its business, operations and financial condition and to obtain additional information reasonably necessary to verify the accuracy of such information. (d) Unless and until the Shares are registered under the Securities Act, all certificates representing the Shares and any certificates subsequently issued in substitution therefore and any certificate for any securities issued pursuant to any stock split, share reclassification, stock dividend or other similar capital event shall bear legends in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE ‘'SECURITIES ACT’') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM. (e) The Consultant is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act.

Representations and Warranties of the Consultant. This Agreement and the issuance and grant of the Shares Restricted Stock hereunder is made by the Company in reliance upon the express representations and warranties of the Consultant, which by acceptance hereof the Consultant confirms that: (a) The Shares issued Restricted Stock (collectively, the “Securities”) granted to the Consultant pursuant to this Agreement are being acquired by the Consultant for its own account, for investment purposes, and not with a view to, or for sale in connection with, any distribution of the SharesSecurities. (b) The Shares issued to the Consultant pursuant to this Agreement are being acquired Securities must be held by the Consultant for its own account, for investment purposes, indefinitely unless they are registered under the Securities Act and not with a view toany applicable state securities laws, or for sale in connection with, an exemption from such registration is available. The Company is under no obligation to register the Securities or to make available any distribution of the Sharessuch exemption. (c) Consultant further represents that Consultant has had access to the financial statements or books and records of the Company, has had the opportunity to ask questions of the Company concerning its business, operations and financial condition and to obtain additional information reasonably necessary to verify the accuracy of such information. (d) Unless and until the Shares Securities are registered under the Securities Act, all certificates representing the Shares Securities and any certificates subsequently issued in substitution therefore and any certificate for any securities issued pursuant to any stock split, share reclassification, stock dividend or other similar capital event shall bear legends in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE ‘'SECURITIES ACT’') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM. (e) The Consultant is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act.

Representations and Warranties of the Consultant. This Agreement and the issuance of the Shares hereunder is made by the Company in reliance upon the express representations and warranties of the Consultant, which by acceptance hereof the Consultant confirms that: (a) The Shares issued Consultant hereby represents and warrants to the Company that it has the full right, power and capacity to execute and deliver this Agreement and perform its obligations hereunder; that the execution and delivery of this Agreement and the performance by the Consultant of its obligations pursuant to this Agreement are being acquired do not constitute a breach of or a default under any agreement or instrument to which the Consultant is a party; and that this Agreement, upon execution and delivery of the same by the Consultant for its own accountConsultant, for investment purposes, will represent the valid and not with a view to, or for sale in connection with, any distribution binding obligation of the SharesConsultant enforceable in accordance with its terms. (b) The Shares Consultant hereby acknowledges that the shares of Restricted Stock issued to the Consultant pursuant to this Agreement are being acquired by the Consultant for its own accountwill be restricted and have not (and will not, for investment purposesupon issuance, and not with a view to, or for sale in connection with, any distribution of the Shares. (chave) Consultant further represents that Consultant has had access to the financial statements or books and records of the Company, has had the opportunity to ask questions of the Company concerning its business, operations and financial condition and to obtain additional information reasonably necessary to verify the accuracy of such information. (d) Unless and until the Shares are been registered under the Securities Act, all certificates representing the Shares Act or any state securities laws and any certificates subsequently issued in substitution therefore and any certificate for any securities issued may be resold only if registered pursuant to the provisions thereunder or if an exemption from registration is available. The Consultant does not intend to dispose of all or any stock splitpart of the shares of Restricted Stock except in compliance with the provisions of the Securities Act of 1933, share reclassification, stock dividend or other similar capital event shall bear legends in substantially as amended (the "Securities Act") and applicable state securities laws. The Consultant hereby acknowledges and agrees that the Company may insert the following formor similar legend on the face of the certificates evidencing such shares, if required in compliance with the Securities Act or state securities laws: "THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE ‘"SECURITIES ACT’) "), OR UNDER THE APPLICABLE OR ANY STATE SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED SOLD OR OTHERWISE TRANSFERRED OR DISPOSED OF IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO COUNSEL TO THE ISSUER THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROMIS AVAILABLE. (e) The Consultant is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act."

Representations and Warranties of the Consultant. This Agreement and the issuance of the Shares hereunder is made by the Company in reliance upon the express representations and warranties of the Consultant, which by acceptance hereof the Consultant confirms that: (a) The Shares issued to the Consultant pursuant to this Agreement are being acquired by the Consultant for its own account, for investment purposes, and not with a view to, or for sale in connection with, any distribution of the Shares. (b) The Shares issued to the Consultant pursuant to this Agreement are being acquired must be held by the Consultant for its own account, for investment purposes, indefinitely unless they are registered under the Securities Act and not with a view toany applicable state securities laws, or for sale in connection with, an exemption from such registration is available. The Company is under no obligation to register the Shares or to make available any distribution of the Sharessuch exemption. (c) Consultant further represents that Consultant has had access to the financial statements or books and records of the Company, has had the opportunity to ask questions of the Company concerning its business, operations and financial condition and to obtain additional information reasonably necessary to verify the accuracy of such information. (d) Unless and until the Shares are registered under the Securities Act, all certificates representing the Shares and any certificates subsequently issued in substitution therefore and any certificate for any securities issued pursuant to any stock split, share reclassification, stock dividend or other similar capital event shall bear legends in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE ‘'SECURITIES ACT’') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM. (e) The Consultant is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act.

Representations and Warranties of the Consultant. This Agreement The Consultant hereto, hereby represents and warrants to the issuance of the Shares hereunder is made by the Company in reliance upon the express representations and warranties of the Consultant, which by acceptance hereof the Consultant confirms thatCompany: (a) it has the power and authority to execute and deliver this Agreement and to perform the duties and responsibilities contemplated hereby; (b) that neither the execution of this Agreement nor performance hereunder will (i) violate, conflict with or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under the terms, conditions or provisions of any contract, agreement or other instrument or obligation to which it is a party, or by which it may be bound, or (ii) violate any order, judgment, writ, injunction or decree applicable to it. (c) In the event the Shares are issued prior to the effectiveness of a Registration Statement on Form S-8 covering the issuance of the Shares, then in connection with the issuance of the Shares, the Consultant does hereby represent and warrant to the Company as follows: (i) The Shares issued to the Consultant pursuant to this Agreement are being acquired by the Consultant for its own account, for investment purposes, purposes and not with a view toto any distribution. The Consultant will not sell, assign, mortgage, pledge, hypothecate, transfer or otherwise dispose of any of the Shares unless (A) a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect thereto is in effect and the prospectus included therein meets the requirements of Section 10 of the Securities Act, or for sale in connection with(B) the Company has received a written opinion of its counsel that, any distribution after an investigation of the Shares. (b) The Shares issued to the Consultant pursuant to this Agreement are being acquired by the Consultant for its own accountrelevant facts, for investment purposes, and not with a view to, or for sale in connection with, any distribution such counsel is of the Shares. (c) Consultant further represents opinion that Consultant has had access to the financial statements such proposed sale, assignment, mortgage, pledge, hypothecation, transfer or books and records of the Company, has had the opportunity to ask questions of the Company concerning its business, operations and financial condition and to obtain additional information reasonably necessary to verify the accuracy of such information. (d) Unless and until the Shares are registered disposition does not require registration under the Securities Act, all certificates representing the Shares and any certificates subsequently issued in substitution therefore and any certificate for any securities issued pursuant to any stock split, share reclassification, stock dividend or other similar capital event shall bear legends in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE ‘SECURITIES ACT’) OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM. (eii) The Consultant represents and warrants further that (A) it is either an “"accredited investor” ," as such term is defined in Rule 501 of Regulation D 501(a) promulgated under the Securities Act, or, either alone or with the purchaser representative, has such knowledge and experience in financial and business matters that it he is capable of evaluating the merits and risks of the acquisition of the Shares; (B) it is able to bear the economic risks of an investment in the Shares, including, without limitation, the risk of the loss of part or all of its investment and the inability to sell or transfer the Shares for an indefinite period of time; (C) it has adequate financial means of providing for current needs and contingencies and has no need for liquidity in its investment in the Shares; and (D) it does not have an overall commitment to investments which are not readily marketable that is excessive in proportion to net worth and an investment in the Shares will not cause such overall commitment to become excessive. (iii) The Consultant has reviewed the Company's reports, proxy statements, information statements, and registration statements filed by the Company with the Securities and Exchange Commission via the EDGAR System since January 1, 2003, and the Consultant has been xxxxxded the opportunity to obtain such information with regard to the Company it has reasonably requested to evaluate the merits and risks of the Consultant's investment in the Shares. (iv) The Consultant acknowledges that a restrictive legend will be placed on any instrument, certificate or other document evidencing the Shares, or substantially in, the following form: "The securities represented by this certificate have not been registered under the Securities Act of 1933 and may not be sold,transferred, pledged, hypothecated or otherwise disposed of in the absence of (i) an effective registration statement for such securities under said act or (ii) an opinion of Company counsel that such registration is not required." The Consultant acknowledges that the Company will be relying upon the foregoing with regard to the issuance of the Shares to the Consultant and any subsequent transfer of the Shares by the Consultant, in the event the Shares are issued prior to the registration of the issuance thereof and agrees to advise the Company in writing in the event of any change in any of the foregoing. (d) The Consultant agrees, (i) as a condition precedent to the Company's obligations under Section 4 hereof, to cooperate with the Company as requested by the Company in connection with the preparation and filing of a Registration Statement on Form S-8 covering the issuance of the Shares and to execute such documents in connection with such registration as the Company may reasonably request, and (ii) to cooperate with the Company as requested by the Company in connection with the issuance or and any subsequent transfer of the Shares and to execute such documents in connection thereto as the Company may reasonably request. (e) Corey Morrison is the sole beneficial owner of the Consultant.

Representations and Warranties of the Consultant. This Agreement and the issuance and grant of the Shares Options hereunder is made by the Company in reliance upon the express representations and warranties of the Consultant, which by acceptance hereof the Consultant confirms that: (a) The Shares issued Options and the shares issuable upon exercise of the Options (collectively, the “Securities”) granted to the Consultant pursuant to this Agreement are being acquired by the Consultant for its his own account, for investment purposes, and not with a view to, or for sale in connection with, any distribution of the Shares.Securities. It is understood that the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) by reason of exemption from the registration provisions of the Securities Act which depends, among other things, upon the bona fide nature of his representations as expressed herein; (b) The Shares issued to the Consultant pursuant to this Agreement are being acquired Securities must be held by the Consultant for its own account, for investment purposes, indefinitely unless they are subsequently registered under the Securities Act and not with a view toany applicable state securities laws, or for sale in connection with, an exemption from such registration is available. The Company is under no obligation to register the Securities or to make available any distribution of the Shares.such exemption; (c) Consultant further represents that Consultant has had access to the financial statements or books and records of the Company, has had the opportunity to ask questions of the Company concerning its business, operations and financial condition and to obtain additional information reasonably necessary to verify the accuracy of such information.; (d) Unless and until the Shares Securities are registered under the Securities Act, all certificates representing the Shares Securities and any certificates subsequently issued in substitution therefore and any certificate for any securities issued pursuant to any stock split, share reclassification, stock dividend or other similar capital event shall bear legends in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE ‘'SECURITIES ACT’') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM. (e) The Consultant is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act.

Representations and Warranties of the Consultant. This Agreement and the issuance and grant of the Shares Series B Preferred Stock hereunder is made by the Company in reliance upon the express representations and warranties of the Consultant, which by acceptance hereof the Consultant confirms that: (a) The Shares issued Series B Preferred Stock and the underlying shares of common stock of the Company, par value $0.0001 per share, issuable upon the conversion of the Series B Preferred Stock by Consultant (collectively, the “Securities”) granted to the Consultant pursuant to this Agreement are being acquired by the Consultant for its own account, for investment purposes, and not with a view to, or for sale in connection with, any distribution of the SharesSecurities. (b) The Shares issued to the Consultant pursuant to this Agreement are being acquired Securities must be held by the Consultant for its own account, for investment purposes, indefinitely unless they are registered under the Securities Act and not with a view toany applicable state securities laws, or for sale in connection with, an exemption from such registration is available. The Company is under no obligation to register the Securities or to make available any distribution of the Sharessuch exemption. (c) Consultant further represents that Consultant has had access to the financial statements or books and records of the Company, has had the opportunity to ask questions of the Company concerning its business, operations and financial condition and to obtain additional information reasonably necessary to verify the accuracy of such information. (d) Unless and until the Shares Securities are registered under the Securities Act, all certificates representing the Shares Securities and any certificates subsequently issued in substitution therefore and any certificate for any securities issued pursuant to any stock split, share reclassification, stock dividend or other similar capital event shall bear legends in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE ‘'SECURITIES ACT’') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.THEREFROM AND STOCKHOLDER APPROVAL OF THE PLAN AS CONTEMPLATED PURSUANT TO THAT CERTAIN CONSULTING AGREEMENT DATED SEPTEMBER 17, 2014 BETWEEN THE COMPANY AND CONSULTANT HAS BEEN OBTAINED (e) The Consultant is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act.